Brain Scientific (BRSF) 10-Q 19 Nov 18 2018 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 19, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	Brain Scientific Inc.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		19,182,632
Amendment Flag	false
Entity Central Index Key	1,662,382
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2018
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Sep. 30, 2018	Dec. 31, 2017
CURRENT ASSETS:
Cash	$ 550,394	$ 297,528
Inventory	26,650	0
Prepaid expenses and other current assets	6,458	10,972
TOTAL CURRENT ASSETS	583,502	308,500
Property and equipment, net	1,024	1,512
TOTAL ASSETS	584,526	310,012
CURRENT LIABILITIES:
Accounts payable and accrued expenses	172,926	53,704
Convertible notes payable, net of discount	0	1,057,595
Other liabilities - short term	5,107	62,522
Loans payable - related party	50,000	34,252
TOTAL CURRENT LIABILITIES:	228,033	1,208,073
Other liabilities	8,878	12,620
TOTAL LIABILITIES	236,911	1,220,693
Commitments and contingencies	0	0
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.001 par value; 10,000,000 shares authorized, 0 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively	0	0
Common stock, $0.001 par value; 200,000,000 shares authorized, 19,182,632 and 9,906,618 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively	19,183	9,907
Additional paid in capital	2,592,110	321,522
Accumulated deficit	(2,263,678)	(1,242,110)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	347,615	(910,681)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 584,526	$ 310,012

BALANCE SHEETS (Parentheticals)

BALANCE SHEETS (Parentheticals) - $ / shares	Sep. 30, 2018	Dec. 31, 2017
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	19,182,632	9,906,618
Common stock, shares outstanding	19,182,632	9,906,618

STATEMENTS OF OPERATION

STATEMENTS OF OPERATION - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
REVENUE	$ 0	$ 0	$ 0	$ 0
COST OF GOODS SOLD	0	0	0	0
GROSS PROFIT	0	0	0	0
SELLING, GENERAL AND ADMINISTRATIVE:
Research and development	56,110	71,119	119,328	214,175
Professional fees	76,755	8,368	177,473	18,098
Sales and marketing expenses	38,193	40,408	69,268	74,471
Occupancy expenses	8,151	12,579	44,477	22,212
General and administrative expenses	188,616	97,313	470,841	277,228
TOTAL SELLING, GENERAL AND ADMINISTRATIVE	367,825	229,787	881,387	606,184
LOSS FROM OPERATIONS	(367,825)	(229,787)	(881,387)	(606,184)
OTHER INCOME (EXPENSE):
Interest expense	(74,076)	(33,117)	(158,367)	(47,446)
Other income	0	11,200	18,186	34,139
Other expense	0	0	0	(2,600)
TOTAL OTHER INCOME (EXPENSE)	(74,076)	(21,917)	(140,181)	(15,907)
LOSS BEFORE INCOME TAXES	(441,901)	(251,704)	(1,021,568)	(622,091)
INCOME TAX EXPENSE	0	0	0	0
NET LOSS	$ (441,901)	$ (251,704)	$ (1,021,568)	$ (622,091)
NET LOSS PER COMMON SHARE
Basic and diluted (in Dollars per share)	$ (0.04)	$ (0.03)	$ (0.10)	$ (0.08)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic and diluted (in Shares)	10,908,049	9,906,618	10,210,154	7,780,538

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,021,568)	$ (622,091)
Change in net loss to net cash used in operating activities:
Depreciation and amortization expense	488	280
Amortization of debt discount	77,889	21,938
Common stock issued for services	2,201	0
Changes in operating assets and liabilities:
Inventory	(26,650)	0
Other liabilities	(11,157)	12
Prepaid expenses and other current assets	4,524	(21,084)
Accounts payable and accrued expenses	247,271	22,131
NET CASH USED IN OPERATING ACTIVITIES	(727,002)	(598,814)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets	0	(1,957)
NET CASH USED IN INVESTING ACTIVITIES	0	(1,957)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes payable	964,120	839,500
Proceeds from related party loans	50,000	0
Payments of related party loans	(34,252)	(34,653)
Proceeds from the sale of common stock for cash	0	100,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	979,868	904,847
NET INCREASE IN CASH	252,866	304,076
CASH AT BEGINNING OF THE PERIOD	297,528	42,781
CASH AT END OF THE PERIOD	550,394	346,857
Supplemental Disclosure of Cash Flow Information
Cash paid for interest	0	0
Cash paid for taxes	0	0
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Discounts related to warrants issued in connection with convertible debentures	2,604	1,653
Conversion of convertible notes and accrued interest to common stock	2,275,050	0
Financing fees payable related to the issuance of convertible debentures	$ 0	$ 12,500

Note 1 - ORGANIZATION AND NATUR

Note 1 - ORGANIZATION AND NATURE OF OPERATIONS	9 Months Ended
	Sep. 30, 2018
Disclosure Text Block [Abstract]
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]	NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Brain Scientific Inc. (the “Company”), was incorporated under the laws of the state of Nevada on November 18, 2013 under the name All Soft Gels Inc. The Company on September 21, 2018 acquired MemoryMD, Inc. (“MemoryMD”), a privately held Delaware corporation formed in February 2015. Upon completion of the acquisition, MemoryMD is treated as the surviving entity and accounting acquirer although the Company was the legal acquirer. Accordingly, the Company’s historical financial statements are those of MemoryMD, the surviving entity and accounting acquirer. MemoryMD is a cloud computing, data analytics and medical device technology company in the NeuroTech and brain monitoring industries in a position to supply its cloud-based system as well as its EEG devices and caps. The Company is headquartered in New York, New York. Reverse Merger and Corporate Restructure On September 21, 2018, the Company entered into a merger agreement (the “Merger Agreement”) with MemoryMD and AFGG Acquisition Corp. to acquire MemoryMD (the “Acquisition”). The transactions contemplated by the Merger Agreement were consummated on September 21, 2018 and, pursuant to the terms of the Merger Agreement, all outstanding shares of MemoryMD were exchanged for shares of the Company’s common stock. Accordingly, the Company acquired 100% of MemoryMD. in exchange for the issuance of shares of the Company’s common stock and MemoryMD became the Company’s wholly-owned subsidiary. The Company issued an additional 4,083,252 shares of its common stock upon the automatic conversion at the closing of an aggregate of $1,507,000 principal amount of outstanding convertible promissory notes issued by MemoryMD, and it further issued an additional 1,604,378 shares of its common stock upon the automatic conversion immediately subsequent to the closing of an aggregate of $640,000 principal amount of outstanding convertible promissory notes issued by MemoryMD. Furthermore, as of the closing, Mr. Amer Samad, the sole director and executive officer until the consummation of the Acquisition, committed to tender for cancellation 6,495,000 shares of the Company’s common stock as part of the conditions to closing, which are expected to be tendered to the Company for cancellation as soon as practicable. Total shares issued as a result of the Acquisition was 13,421,752. The Merger has been accounted for as a reverse acquisition of Brain Scientific by MemoryMD, but in substance as a capital transaction, rather than a business combination since Brain Scientific had nominal or no operations and assets prior to and as of the closing of the Merger. The transaction is deemed a reverse recapitalization and the accounting is similar to that resulting from a reverse acquisition, except that no goodwill or other intangible assets should be recorded. For accounting purposes, MemoryMD is treated as the surviving entity and accounting acquirer although Brain Scientific was the legal acquirer. Accordingly, the Company’s historical financial statements are those of MemoryMD. All references to common stock, share and per share amounts have been retroactively restated to reflect the reverse recapitalization as if the transaction had taken place as of the beginning of the earliest period presented. Assignment and Assumption Agreement As of immediately prior to the closing of the Acquisition, the Company entered into an Assignment and Assumption Agreement with Chromium 24 LLC, pursuant to which Chromium 24 LLC assumed all of the Company’s remaining assets and liabilities through the closing of the Acquisition. Accordingly, as of the closing of the Acquisition, Brain Scientific had no assets or liabilities. Name Change and Increase in Authorized Shares On September 18, 2018, the Company filed an amendment to its certificate of incorporation with the Nevada Secretary of State to change its name to Brain Scientific Inc. On September 18, 2018, FINRA approved of the name change as well as a ticker symbol change, which was effective as of September 19, 2018. In addition, the Company increased its authorized shares of common stock from 50,000,000 to 200,000,000 and created and authorized 10,000,000 shares of undesignated preferred stock. Unaudited Interim Financial Information The Company has prepared the accompanying consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These consolidated financial statements are unaudited and, in the Company’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of its balance sheets, operating results, and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for 2018. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted in accordance with the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes.

NOTE 2 - SUMMARY OF SIGNIFICANT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with GAAP. Principles of Consolidation The Company evaluates the need to consolidate affiliates based on standards set forth in ASC 810 Consolidation (“ASC 810”). The consolidated financial statements include the accounts of the Company and its subsidiary, MemoryMD. All significant consolidated transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the useful life of property and equipment and assumptions used in the valuation of options and warrants. Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At September 30, 2018 and December 31, 2017, the Company had no cash equivalents. The Company’s cash is held with financial institutions, and the account balances may, at times, exceed the Federal Deposit Insurance Corporation (FDIC) insurance limit. Accounts are insured by the FDIC up to $250,000 per financial institution. The Company has not experienced any losses in such accounts with these financial institutions. As of September 30, 2018, and December 31, 2017, the Company had $300,394 and $47,528, respectively, in excess over the FDIC insurance limit. Inventory Inventory consists of finished goods that are valued at lower of cost or market. As of September 30, 2018, the Company had inventory totaling $26,650. Property, Equipment and Depreciation Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Expenditures for repair and maintenance are charged to operations as incurred. Property and equipment consisted of computer equipment, with an estimated useful life of three years, purchased in April 2017 with an original cost of $1,957. Depreciation expense and accumulated depreciation was $488 and $280 for the nine months ended September 30, 2018 and 2017, respectively. As of September 30, 2018 and December 31, 2017, property and equipment, net was $1,024 and $1,512, respectively. Convertible Notes Payable The Company has issued convertible notes, which contain variable conversion features, whereby the outstanding principal and accrued interest automatically convert into common shares at a fixed price which may be a discount to the common stock at the time of conversion. The conversion features of these notes are contingent upon future events, whereby, the holder agreed not to convert until the contingent future event has occurred. On September 21, 2018, the Company completed the Merger and all convertible notes and related accrued interest were converted into common stock of the Company. Revenue The Company adopted ASC Topic 606 Revenue from Contracts with Customers on January 1, 2018. This guidance requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, this guidance expands related disclosure requirements. There has been no material effect on the Company’s financial statements as a result of adopting Topic 606. The Company expects to recognize revenue from the sale of its proprietary software connected to its cloud-based computing system that that can assist in diagnosis by assessing pathology, abnormalities, and other factors. There was no revenue in the periods ending September 30, 2018 and 2017. In November 2016, the Company sold two machines loaded with their proprietary software, but provided a guarantee to the customer’s financing company. As a result of the guarantee, a liability was booked against the payment received in the transactions and gains on the sale of the machine were expected to be recognized ratably over the financing period to coincide with the reduction in the amount guaranteed. The Company’s software is still in the testing phase and $0 and $1,241 related to the sale were recognized as other income for the nine months ended September 30, 2018 and 2017. In June 2017, the customer defaulted on their financing agreement and the Company became liable for the lease payments. (See Note 5). Total other income for the nine months ended September 30, 2018 and 2017 related to the sale of accessories provided for research and development testing was $7,560 and $27,585, respectively. Research and Development Costs The Company expenses all research and development costs as they are incurred. Research and development includes expenditures in connection with in-house research and development salaries and staff costs, application and filing for regulatory approval of proposed products, regulatory and scientific consulting fees, as well as contract research, data collection, and monitoring, related to the research and development of the cloud infrastructure, data imaging, and proprietary products and technology. Sales and Marketing Advertising and marketing costs are expensed as incurred. Advertising and marketing costs recognized in the statement of operations for the nine months ended September 30, 2018 and 2017 were $69,268 and $74,471, respectively. Stock-based Compensation The Company measures and recognizes compensation expense for all stock-based payments at fair value over the requisite service period. The Company uses the Black-Scholes option pricing model to determine the weighted average fair value of options and warrants. Equity-based compensation expense is recorded in administrative expenses based on the classification of the employee or vendor. The determination of fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as by assumptions regarding a number of subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. Basic and Diluted Net Loss Per Common Share Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of common stock equivalents such as stock options, warrants and convertible debt instruments. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. As a result, the basic and diluted per share amounts for all periods presented are identical. In the nine months ended September 30, 2018, 402,250 anti-dilutive securities were excluded from the computation. Fair Value of Financial Instruments The Company's financial instruments are measured and recorded at fair value based on inputs and assumptions that market participants would use in pricing an asset or a liability. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, management considers the principal or most advantageous market in which the Company would transact, and also considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. Fair value is determined for assets and liabilities using a three-tiered value hierarchy into which these assets and liabilities are grouped based upon significant inputs as follows: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Observable inputs, other than Level 1 prices, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. When a determination is made to classify a financial instrument within Level 3, the determination is based upon the lack of significance of the observable parameters to the overall fair value measurement. However, the fair value determination for Level 3 financial instruments may consider some observable market inputs. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The carrying values of cash, prepaid expenses and other current assets, convertible notes, accounts payable, loans payable and due to others approximate fair value due to the short-term nature of these items. The Company did not have any other Level 1, Level 2 or Level 3 assets or liabilities as of September 30, 2018 and December 31, 2017. Income Taxes The Company accounts for income taxes using the asset-and-liability method in accordance with ASC Topic 740, "Income Taxes". Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rate is recognized in the period that includes the enactment date. A valuation allowance is recorded if it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized in future periods. The Company follows the guidance in ASC Topic 740-10 in assessing uncertain tax positions. The standard applies to all tax positions and clarifies the recognition of tax benefits in the financial statements by providing for a two-step approach of recognition and measurement. The first step involves assessing whether the tax position is more-likely-than-not to be sustained upon examination based upon its technical merits. The second step involves measurement of the amount to be recognized. Tax positions that meet the more-likely-than-not threshold are measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate finalization with the taxing authority. The Company recognizes the impact of an uncertain income tax position in the financial statements if it believes that the position is more likely than not to be sustained by the relevant taxing authority. The Company will recognize interest and penalties related to tax positions in income tax expense. As of September 30, 2018, the Company had no unrecognized uncertain income tax positions. On December 22, 2017, the passage of legislation commonly referred to as the Tax Cuts and Jobs Act (“TCJA”) was enacted and significantly revised the U.S. income tax law. The TCJA includes changes, which reduce the corporate income tax rate from 34% to 21% for years beginning after December 31, 2017. On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued and allows a company to recognize provisional amounts when it does not have the necessary information available, prepared or analyzed, including computations, in reasonable detail to complete its accounting for the change in tax law. SAB 118 provides for a measurement of up to one year from the date of enactment. Recent Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company's financial position or results of operations upon adoption. In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), as amended, which supersedes all existing revenue recognition requirements, including most industry-specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the Company expects to receive for those goods or services. The standard will be effective for fiscal years and interim periods within those years beginning after December 15, 2017. The Company has assessed its various revenue streams and does not believe that the effect of adoption will be material. The Company will adopt using the modified retrospective method. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard requires that all lessees recognize the assets and liabilities that arise from leases on the balance sheet and disclose qualitative and quantitative information about its leasing arrangements. The new standard will be effective for the Company on January 1, 2020. The Company is currently evaluating the method of adoption and the potential impact that this standard may have on its financial position and results of operations.

Note 3 -GOING CONCERN

Note 3 -GOING CONCERN	9 Months Ended
	Sep. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Substantial Doubt about Going Concern [Text Block]	NOTE 3 – GOING CONCERN The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern for a period of one year from the issuance of these financial statements. For the nine months ended September 30, 2018, the Company had no revenues, a net loss of $1,021,568 and had net cash used in operations of $727,002. Additionally, as of September 30, 2018, the Company had working capital, stockholders’ equity and accumulated deficit of $355,469, $347,615 and $2,263,678, respectively. It is management’s opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of the issuance of these financial statements. The financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty. Successful completion of the Company’s development program and, ultimately, the attainment of profitable operations are dependent upon future events, including obtaining adequate financing to fulfill its development activities, acceptance of the Company’s patent applications and ultimately achieving a level of sales adequate to support the Company’s cost structure. However, there can be no assurances that the Company will be able to secure additional equity investments or achieve an adequate sales level.

Note 4 - CONVERTIBLE NOTES PAYA

Note 4 - CONVERTIBLE NOTES PAYABLE	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Debt Disclosure [Text Block]	NOTE 4 – CONVERTIBLE NOTES PAYABLE During the year ended December 31, 2017, the Company commenced a private offering (the “Bridge Financing Transaction”) of up to $1,000,000, which was amended on September 19, 2017 to a maximum offering amount of $1,100,000 and amended again on April 4, 2018 to $1,500,000, pursuant to which the Company issued convertible notes totaling $1,087,500. The notes all have a maturity date of one year from the date of issuance and accrue interest at a rate of 8% per annum. In a qualified financing, reverse merger, change of control or an initial public offering (“Conversion Event”), the notes, including interest thereon, will automatically convert at $0.40 per share. Based on the terms of the conversion, the holders may receive a discount and is considered a contingent beneficial conversion feature. At the closing of the Conversion Event, the Company will recognize an expense related to the intrinsic value. The Company recorded $50,389 of accrued interest and has a total outstanding principal balance of $1,087,500 as of December 31, 2017. In January 2018 the Company issued an additional $97,000 convertible note payable to a third party. The funding of the note was comprised of the $50,000 loaned to the Company on December 28, 2017, plus additional cash proceeds of $47,000 on January 3, 2018. On April 24, 2018, the Company extended the maturity dates of all convertible notes issued during the year ended December 31, 2017 to the earlier of April 30, 2019 or the consummation of a qualified financing or other event pursuant to which the Conversion shares are to be issued. The Company issued 12 additional convertible notes payable to third parties in the aggregate principal amount of $962,500 from February through September 2018. The terms of the convertible note are substantially the same as the notes issued during the year ended December 31, 2017. On September 21, 2018 the outstanding principal balances of all of the convertible notes in the amount of $2,147,000 and $128,050 in accrued interest was converted into shares of the Company’s common stock (see Note 7). The Company recorded a total debt discount of $122,615 related to all the above convertible notes. Amortization of the debt discount, which is recorded as interest expense, was $77,889 and $21,938 for the nine months ended September 30, 2018 and 2017, respectively. The discount related to the convertible notes was fully amortized on September 21, 2018 in relation to the conversion of the convertible notes to shares of the Company’s common stock.

NOTE 5 - OTHER LIABILITIES

NOTE 5 - OTHER LIABILITIES	9 Months Ended
	Sep. 30, 2018
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract]
Other Liabilities Disclosure [Text Block]	NOTE 5 – OTHER LIABILITIES In 2016, the Company recorded a liability in connection with the sale of two EEG machines as it provided a guarantee to the customer’s financing company (See Note 2). In June 2017, the customer defaulted on its payments and an additional $19,107 was booked as a liability and recognized as a loss on the sale of the assets for interest and some taxes related to the transaction. As of September 30, 2018, and December 31, 2017, total liability to the financing company reflected in Other Liabilities is $13,985 and $17,582, respectively. Future minimum commitments related to the EEG liability consisted of the following at June 30, 2018: Years ended December 31, Amount (USD) Remainder 2018 $ 1,333 2019 6,172 2020 6,480 Total $ 13,985 On December 28, 2017, the Company borrowed $50,000 from a third party (the “Lender”). The loan was non-interest bearing and had no maturity date. As of December 31, 2017, the Company had an outstanding balance of $50,000. In January 2018, the Company issued a $97,000 convertible note payable to the Lender, which was funded by the $50,000 borrowed on December 28, 2017 plus additional proceeds of $47,000 (See Note 4).

Note 6 - RELATED PARTY TRANSACT

Note 6 - RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2018
Related Party Transactions [Abstract]
Related Party Transactions Disclosure [Text Block]	NOTE 6 – RELATED PARTY TRANSACTIONS During the year ended December 31, 2017, an entity controlled by Vadim Sakharov, the Company’s CEO, provided a non-interest-bearing, no-term loan to the Company. The Company repaid that loan in full during the nine months ended September 30, 2018. During the nine months ended September 30, 2018, an entity controlled by Mr. Sakharov provided a $50,000 non-interest-bearing, no-term loan to the Company. As of September 30, 2018, and December 31, 2017, the balance to related parties was $50,000 and $34,252, respectively. On May 9, 2017, the Company entered into a sublease agreement with a company controlled by the Company’s Chairman whereby the related party paid two months of rent, or $10,626 of the warehouse space the Company rents from a third-party. The company has recorded the payments as other income during the nine months ended September 30, 2018. On September 1, 2018, the Company entered into a sublease agreement with a company controlled by the Company’s Chairman, whereby the Company makes payments to the related party for shared office space. For the nine months ended September 30, 2018, the Company has made $1,705 in rent payments to the related party. During the nine months ended September 30, 2018 and 2017, the Company had expenses related to research and development costs of $0 and $53,200, respectively, to an entity controlled by the Company’s CEO. During the nine months ended September 30, 2018 and 2017, the Company had expenses related to marketing and sales costs of $15,000 and $38,347, respectively, to entities controlled by the Company’s Chairman. During the nine months ended September 30, 2018 and 2017, the Company had expenses related to consulting fees of $67,877 and $0, respectively, to the Company’s CEO.

Note 7 -STOCKHOLDERS' DEFICIT

Note 7 -STOCKHOLDERS' DEFICIT	9 Months Ended
	Sep. 30, 2018
Disclosure Text Block Supplement [Abstract]
Shareholders' Equity and Share-based Payments [Text Block]	NOTE 7 – STOCKHOLDERS’ DEFICIT Preferred Stock The Company has authorized 10,000,000 shares of undesignated preferred stock with a $0.001 par value. As of September 30, 2018, no preferred shares have been issued and these shares are considered blank check preferred shares with no terms, limitations, or rights associated with them. Common Stock The Company has authorized 200,000,000 shares of common stock with a $0.001 par value per share. The holders of common stock are entitled to one vote for each share of common stock held at the time of vote. As of September 30, 2018, the Company has deemed 19,182,632 shares outstanding. Shares Issued for Services On May 5, 2018, the Company entered into an agreement with a third-party consultant to provide services to the Company over an indefinite period until either party provides written notice of termination with thirty days notice. As compensation for such services, the Company has agreed to pay the consultant $75 an hour in cash and $75 an hour in shares of common stock with a monthly cap of $6,500 in cash and $6,500 a month in shares of common stock. The Company has additionally agreed to pay the consultant 1.5% of the gross revenue during the term of the agreement and six months after. On September 17, 2018, the agreement was amended related to services performed from July 1, 2018 through August 31, 2018. The Company has agreed to pay 10,134 shares of common stock for services performed during such time. The shares were valued at $0.05 per share or $734. No shares were earned prior to July 1, 2018. Commencing September 1, 2018, the May 5, 2018 consulting agreement shall be in accordance with the terms stated above and on September 30, 2018, the Company issued 3,250 shares to the consultant at fair market value of $0.02 per share or $65. For services rendered from July 2018 through September 2018, the Company agreed to issue 70,000 shares of common stock to a consultant in an agreement dated October 10, 2018. The Company valued the shares at $0.02 per share based on fair market value or $1,400. No further compensation is due to this consultant. On August 8, 2018, the Company entered into a one-year agreement with an advisor for consulting services. Pursuant to the agreement, the Company is to issue the advisor shares of common stock on a quarterly basis equal in value to $5,000 based on the fair market value of such shares on the grant date. There were no services performed in the nine months ended September 30, 2018 under this agreement and no shares were issued as of September 30, 2018. Shares issued for conversion of convertible debt During the nine months ended September 30, 2018, the Company issued 5,687,630 shares of its common stock at a conversion price of $0.40 as a result of the conversion of principal and interest in the aggregate amount of $2,275,050 underlying the outstanding convertible notes converted during the period. Warrants During the nine months ended September 30, 2018, cash consideration of $3,880 was paid and an aggregate total of 402,250 warrants that are outstanding to be issued to a third party for services rendered in connection with the issuance of the convertible notes related to the Bridge Financing Transaction. The warrants are immediately exercisable at a per share price of $0.40 and expire on September 20, 2023. Additionally, the Company recorded a payable of $41,500 of cash consideration to be paid in connection with the issuance of the April through September convertible notes. The Company calculated the fair value of the warrants and recorded a debt discount in the amount $2,604 which was amortized through September 21, 2018, the date of the reverse merger. The fair value was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life 5 years, (ii) volatility of 78% - 86%, (iii) risk free rate of 2.27% - 2.90%, (iv) dividend rate of zero, (v) stock price of $0.05, and (vi) exercise price of $0.40. All warrants are outstanding but have not been issued as of September 30, 2018. The following table summarized the warrant activity for the nine months ended September 30, 2018: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Shares Price Term Value Balance Outstanding, December 31, 2017 234,375 $ 0.40 5.00 $ - Granted 167,875 $ 0.40 5.00 - Forfeited - - - - Exercised - - - - Expired - - - - Balance Outstanding, September 30, 2018 402,250 $ 0.40 5.00 $ - Exercisable, September 30, 2018 402,250 $ 0.40 5.00 $ -

Note 8 - COMMITMENTS AND CONTIN

Note 8 - COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure [Text Block]	NOTE 8 – COMMITMENTS AND CONTINGENCIES Financial Advisory Agreement On February 1, 2017, the Company entered into a one-year agreement with a third party to act as the Company’s exclusive financial advisor (the “Financial Advisor”). In consideration for services, the Company will pay a cash fee equal to 8% of the total amount of capital received by the Company from institutions and 10% of the total amount of capital received by the Company from retail. With the exception of the Bridge Private Placement Transaction (see Note 3), the Company will also pay a cash amount, representing a non-accountable expense allowance payable immediately upon closing of a financing equal to 3% of the aggregate gross proceeds raised in the transactions from retail. In addition to the cash consideration, the Company will also issue warrants to purchase common stock to the Financial Advisor in an amount equal to 10% of the number of shares of common stock purchased by the investors and that the investors obtain a right to acquire through purchase, conversion or exercise of convertible securities issued by the Company. Those warrants will be immediately exercisable at the price per share at which the investor can acquire the common stock. On February 5, 2018, the agreement was amended to extend the exclusivity period another 12 months through February 1, 2019, all other terms and conditions of the agreement remained the same. Operating Leases The Company conducts its operations from one office located in New York, NY. Beginning June 1, 2017, the Company entered into a one-year lease agreement at $1,320 per month. The Company then extended the lease of the same office for six months from September 1, 2018 through February 28, 2018 at $1,548 per month. Beginning September 1, 2018, the Company entered into a one-year lease agreement with a related party (see Note 6). The Company is paying the related party one half of the $3,410 monthly rent or $1,705 per month. Additionally, the Company also rents a warehouse. Beginning May 15, 2017, the Company entered into a one-year lease agreement for $5,313 per month. Total rent expense for the nine months ended September 30, 2018 and 2017 was $44,477 and $22,212, respectively. Equity Incentive Plan As of September 21, 2018, the Company’s board of directors adopted, and stockholders approved the 2018 Equity Incentive Plan. The plan has a 10-year term, which terminates on the day prior to the 10 th

Note 9 - SUBSEQUENT EVENTS

Note 9 - SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2018
Subsequent Events [Abstract]
Subsequent Events [Text Block]	NOTE 9 – SUBSEQUENT EVENTS In accordance with ASC 855 “Subsequent Events,” Company management reviewed all material events through the date this report was issued, and noted that none took place.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with GAAP.
Consolidation, Policy [Policy Text Block]	Principles of Consolidation The Company evaluates the need to consolidate affiliates based on standards set forth in ASC 810 Consolidation (“ASC 810”). The consolidated financial statements include the accounts of the Company and its subsidiary, MemoryMD. All significant consolidated transactions and balances have been eliminated in consolidation.
Use of Estimates, Policy [Policy Text Block]	Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents, Policy [Policy Text Block]	Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At September 30, 2018 and December 31, 2017, the Company had no cash equivalents. The Company’s cash is held with financial institutions, and the account balances may, at times, exceed the Federal Deposit Insurance Corporation (FDIC) insurance limit. Accounts are insured by the FDIC up to $250,000 per financial institution. The Company has not experienced any losses in such accounts with these financial institutions. As of September 30, 2018, and December 31, 2017, the Company had $300,394 and $47,528, respectively, in excess over the FDIC insurance limit.
Inventory, Policy [Policy Text Block]	Inventory Inventory consists of finished goods that are valued at lower of cost or market. As of September 30, 2018, the Company had inventory totaling $26,650.
Property, Plant and Equipment, Policy [Policy Text Block]	Property, Equipment and Depreciation Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Expenditures for repair and maintenance are charged to operations as incurred. Property and equipment consisted of computer equipment, with an estimated useful life of three years, purchased in April 2017 with an original cost of $1,957. Depreciation expense and accumulated depreciation was $488 and $280 for the nine months ended September 30, 2018 and 2017, respectively. As of September 30, 2018 and December 31, 2017, property and equipment, net was $1,024 and $1,512, respectively.
Debt, Policy [Policy Text Block]	Convertible Notes Payable The Company has issued convertible notes, which contain variable conversion features, whereby the outstanding principal and accrued interest automatically convert into common shares at a fixed price which may be a discount to the common stock at the time of conversion. The conversion features of these notes are contingent upon future events, whereby, the holder agreed not to convert until the contingent future event has occurred. On September 21, 2018, the Company completed the Merger and all convertible notes and related accrued interest were converted into common stock of the Company.
Revenue Recognition, Policy [Policy Text Block]	Revenue The Company adopted ASC Topic 606 Revenue from Contracts with Customers on January 1, 2018. This guidance requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, this guidance expands related disclosure requirements. There has been no material effect on the Company’s financial statements as a result of adopting Topic 606. The Company expects to recognize revenue from the sale of its proprietary software connected to its cloud-based computing system that that can assist in diagnosis by assessing pathology, abnormalities, and other factors. There was no revenue in the periods ending September 30, 2018 and 2017. In November 2016, the Company sold two machines loaded with their proprietary software, but provided a guarantee to the customer’s financing company. As a result of the guarantee, a liability was booked against the payment received in the transactions and gains on the sale of the machine were expected to be recognized ratably over the financing period to coincide with the reduction in the amount guaranteed. The Company’s software is still in the testing phase and $0 and $1,241 related to the sale were recognized as other income for the nine months ended September 30, 2018 and 2017. In June 2017, the customer defaulted on their financing agreement and the Company became liable for the lease payments. (See Note 5). Total other income for the nine months ended September 30, 2018 and 2017 related to the sale of accessories provided for research and development testing was $7,560 and $27,585, respectively.
Research and Development Expense, Policy [Policy Text Block]	Research and Development Costs The Company expenses all research and development costs as they are incurred. Research and development includes expenditures in connection with in-house research and development salaries and staff costs, application and filing for regulatory approval of proposed products, regulatory and scientific consulting fees, as well as contract research, data collection, and monitoring, related to the research and development of the cloud infrastructure, data imaging, and proprietary products and technology.
Advertising Costs, Policy [Policy Text Block]	Sales and Marketing Advertising and marketing costs are expensed as incurred. Advertising and marketing costs recognized in the statement of operations for the nine months ended September 30, 2018 and 2017 were $69,268 and $74,471, respectively.
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]	Stock-based Compensation The Company measures and recognizes compensation expense for all stock-based payments at fair value over the requisite service period. The Company uses the Black-Scholes option pricing model to determine the weighted average fair value of options and warrants. Equity-based compensation expense is recorded in administrative expenses based on the classification of the employee or vendor. The determination of fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as by assumptions regarding a number of subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors.
Earnings Per Share, Policy [Policy Text Block]	Basic and Diluted Net Loss Per Common Share Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of common stock equivalents such as stock options, warrants and convertible debt instruments. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. As a result, the basic and diluted per share amounts for all periods presented are identical. In the nine months ended September 30, 2018, 402,250 anti-dilutive securities were excluded from the computation.
Fair Value of Financial Instruments, Policy [Policy Text Block]	Fair Value of Financial Instruments The Company's financial instruments are measured and recorded at fair value based on inputs and assumptions that market participants would use in pricing an asset or a liability. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, management considers the principal or most advantageous market in which the Company would transact, and also considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. Fair value is determined for assets and liabilities using a three-tiered value hierarchy into which these assets and liabilities are grouped based upon significant inputs as follows: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Observable inputs, other than Level 1 prices, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. When a determination is made to classify a financial instrument within Level 3, the determination is based upon the lack of significance of the observable parameters to the overall fair value measurement. However, the fair value determination for Level 3 financial instruments may consider some observable market inputs. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The carrying values of cash, prepaid expenses and other current assets, convertible notes, accounts payable, loans payable and due to others approximate fair value due to the short-term nature of these items. The Company did not have any other Level 1, Level 2 or Level 3 assets or liabilities as of September 30, 2018 and December 31, 2017.
Income Tax, Policy [Policy Text Block]	Income Taxes The Company accounts for income taxes using the asset-and-liability method in accordance with ASC Topic 740, "Income Taxes". Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rate is recognized in the period that includes the enactment date. A valuation allowance is recorded if it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized in future periods. The Company follows the guidance in ASC Topic 740-10 in assessing uncertain tax positions. The standard applies to all tax positions and clarifies the recognition of tax benefits in the financial statements by providing for a two-step approach of recognition and measurement. The first step involves assessing whether the tax position is more-likely-than-not to be sustained upon examination based upon its technical merits. The second step involves measurement of the amount to be recognized. Tax positions that meet the more-likely-than-not threshold are measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate finalization with the taxing authority. The Company recognizes the impact of an uncertain income tax position in the financial statements if it believes that the position is more likely than not to be sustained by the relevant taxing authority. The Company will recognize interest and penalties related to tax positions in income tax expense. As of September 30, 2018, the Company had no unrecognized uncertain income tax positions. On December 22, 2017, the passage of legislation commonly referred to as the Tax Cuts and Jobs Act (“TCJA”) was enacted and significantly revised the U.S. income tax law. The TCJA includes changes, which reduce the corporate income tax rate from 34% to 21% for years beginning after December 31, 2017. On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued and allows a company to recognize provisional amounts when it does not have the necessary information available, prepared or analyzed, including computations, in reasonable detail to complete its accounting for the change in tax law. SAB 118 provides for a measurement of up to one year from the date of enactment.
New Accounting Pronouncements, Policy [Policy Text Block]	Recent Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company's financial position or results of operations upon adoption. In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), as amended, which supersedes all existing revenue recognition requirements, including most industry-specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the Company expects to receive for those goods or services. The standard will be effective for fiscal years and interim periods within those years beginning after December 15, 2017. The Company has assessed its various revenue streams and does not believe that the effect of adoption will be material. The Company will adopt using the modified retrospective method. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard requires that all lessees recognize the assets and liabilities that arise from leases on the balance sheet and disclose qualitative and quantitative information about its leasing arrangements. The new standard will be effective for the Company on January 1, 2020. The Company is currently evaluating the method of adoption and the potential impact that this standard may have on its financial position and results of operations.

NOTE 5 - OTHER LIABILITIES (Tab

NOTE 5 - OTHER LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2018
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract]
Other Commitments [Table Text Block]	Future minimum commitments related to the EEG liability consisted of the following at June 30, 2018: Years ended December 31, Amount (USD) Remainder 2018 $ 1,333 2019 6,172 2020 6,480 Total $ 13,985

Note 7 -STOCKHOLDERS' DEFICIT (

Note 7 -STOCKHOLDERS' DEFICIT (Tables)	9 Months Ended
	Sep. 30, 2018
Disclosure Text Block Supplement [Abstract]
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]	The following table summarized the warrant activity for the nine months ended September 30, 2018: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Shares Price Term Value Balance Outstanding, December 31, 2017 234,375 $ 0.40 5.00 $ - Granted 167,875 $ 0.40 5.00 - Forfeited - - - - Exercised - - - - Expired - - - - Balance Outstanding, September 30, 2018 402,250 $ 0.40 5.00 $ - Exercisable, September 30, 2018 402,250 $ 0.40 5.00 $ -

Note 1 - ORGANIZATION AND NAT_2

Note 1 - ORGANIZATION AND NATURE OF OPERATIONS (Details)	Sep. 21, 2018$ / sharesshares	Sep. 30, 2018$ / sharesshares	Sep. 19, 2018shares	Sep. 18, 2018shares	Dec. 31, 2017$ / sharesshares
Note 1 - ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items]
Equity Method Investment, Ownership Percentage	100.00%
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares	$ 1,604,378	$ 0.001			$ 0.001
Share Exchange, Ratio	640,000
Stock Repurchased and Retired During Period, Shares	6,495,000
Common Stock, Shares, Outstanding	13,421,752	19,182,632			9,906,618
Common Stock, Shares Authorized		200,000,000	200,000,000	50,000,000	200,000,000
Preferred Stock, Shares Authorized		10,000,000	10,000,000		10,000,000
MemoryMD [Member]
Note 1 - ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items]
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares	$ 4,083,252
Stock Issued During Period, Shares, New Issues	1,507,000

NOTE 2 - SUMMARY OF SIGNIFICA_2

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Jan. 01, 2018	Apr. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Accounting Policies [Abstract]
Cash, FDIC Insured Amount			$ 250,000		$ 250,000
Cash, Uninsured Amount			300,394		300,394		$ 47,528
Inventory, Net			26,650		26,650		0
Property, Plant and Equipment, Cost Capitalization		$ 1,957
Depreciation					488	$ 280
Property, Plant and Equipment, Net			1,024		1,024		$ 1,512
Revenue from Contract with Customer, Including Assessed Tax					0	1,241
Other Operating Income					7,560	27,585
Selling and Marketing Expense			$ 38,193	$ 40,408	$ 69,268	$ 74,471
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares)					402,250
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%						34.00%

Note 3 -GOING CONCERN (Details)

Note 3 -GOING CONCERN (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net Income (Loss) Attributable to Parent	$ (441,901)	$ (251,704)	$ (1,021,568)	$ (622,091)
Net Cash Provided by (Used in) Operating Activities			(727,002)	$ (598,814)
Working Capital (Deficit)	(355,469)		(355,469)
Stockholders' Equity Attributable to Parent	347,615		347,615		$ (910,681)
Retained Earnings (Accumulated Deficit)	$ (2,263,678)		$ (2,263,678)		$ (1,242,110)

Note 4 - CONVERTIBLE NOTES PA_2

Note 4 - CONVERTIBLE NOTES PAYABLE (Details)	Apr. 04, 2018USD ($)	Jan. 03, 2018USD ($)	Dec. 28, 2017USD ($)	Sep. 19, 2017USD ($)	Jan. 31, 2018USD ($)	Sep. 30, 2018USD ($)$ / shares	Sep. 30, 2018USD ($)$ / shares	Sep. 30, 2017USD ($)	Dec. 31, 2017USD ($)$ / shares
Note 4 - CONVERTIBLE NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Face Amount			$ 50,000		$ 97,000
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares						$ 0.40	$ 0.40
Proceeds from Issuance of Debt					47,000		$ 964,120	$ 839,500	$ 50,000
Proceeds from Convertible Debt						$ 962,500
Debt Instrument, Convertible, Beneficial Conversion Feature							2,604	1,653	122,615
Amortization of Debt Discount (Premium)							77,889	$ 21,938
Convertible Notes Payable [Member]
Note 4 - CONVERTIBLE NOTES PAYABLE (Details) [Line Items]
Private Offering, Maximum	$ 1,500,000			$ 1,100,000					1,000,000
Debt Instrument, Face Amount					$ 97,000				$ 1,087,500
Debt Instrument, Term									1 year
Debt Instrument, Interest Rate, Stated Percentage									8.00%
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares									$ 0.40
Interest Payable						128,050	128,050		$ 50,389
Convertible Notes Payable						$ 2,147,000	$ 2,147,000		$ 1,087,500
Proceeds from Issuance of Debt		$ 47,000	$ 50,000
Number of Notes						12

NOTE 5 - OTHER LIABILITIES (Det

NOTE 5 - OTHER LIABILITIES (Details)	1 Months Ended		9 Months Ended		12 Months Ended
	Jan. 31, 2018USD ($)	Jun. 30, 2017USD ($)	Sep. 30, 2018USD ($)	Sep. 30, 2017USD ($)	Dec. 31, 2017USD ($)	Dec. 28, 2017USD ($)
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract]
Number of Machines		2
Gain (Loss) on Sale of Assets and Asset Impairment Charges		$ 19,107
Other Liabilities			$ 13,985		$ 17,582
Debt Instrument, Face Amount	$ 97,000					$ 50,000
Notes Payable					50,000
Proceeds from Issuance of Debt	$ 47,000		$ 964,120	$ 839,500	$ 50,000

NOTE 5 - OTHER LIABILITIES (D_2

NOTE 5 - OTHER LIABILITIES (Details) - Other Commitments	Sep. 30, 2018USD ($)
Other Commitments [Abstract]
Remainder 2,018	$ 1,333
2,019	6,172
2,020	6,480
Total	$ 13,985

Note 6 - RELATED PARTY TRANSA_2

Note 6 - RELATED PARTY TRANSACTIONS (Details) - USD ($)	May 09, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Chief Executive Officer [Member]
Note 6 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Debt Instrument, Face Amount		$ 50,000
Due to Related Parties		50,000		$ 34,252
Research and Development Expense		0	$ 53,200
Professional Fees		67,877	0
Board of Directors Chairman [Member]
Note 6 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	$ 10,626	1,705
Selling and Marketing Expense		$ 15,000	$ 38,347

Note 7 -STOCKHOLDERS' DEFICIT_2

Note 7 -STOCKHOLDERS' DEFICIT (Details) - USD ($)	1 Months Ended	3 Months Ended	8 Months Ended	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2018	Aug. 31, 2018	Sep. 30, 2018	Sep. 21, 2018	Sep. 19, 2018	Sep. 18, 2018	Dec. 31, 2017
Note 7 -STOCKHOLDERS' DEFICIT (Details) [Line Items]
Preferred Stock, Shares Authorized	10,000,000	10,000,000		10,000,000		10,000,000		10,000,000
Preferred Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.001	$ 0.001		$ 0.001				$ 0.001
Preferred Stock, Shares Issued	0	0		0				0
Common Stock, Shares Authorized	200,000,000	200,000,000		200,000,000		200,000,000	50,000,000	200,000,000
Common Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.001	$ 0.001		$ 0.001	$ 1,604,378			$ 0.001
Common Stock, Voting Rights				The holders of common stock are entitled to one vote for each share of common stock held at the time of vote.
Common Stock, Shares, Outstanding	19,182,632	19,182,632		19,182,632	13,421,752			9,906,618
Comsultant, Description of Agreement				As compensation for such services, the Company has agreed to pay the consultant $75 an hour in cash and $75 an hour in shares of common stock with a monthly cap of $6,500 in cash and $6,500 a month in shares of common stock. The Company has additionally agreed to pay the consultant 1.5% of the gross revenue during the term of the agreement and six months after
Stock Issued During Period, Shares, Issued for Services	3,250	70,000	10,134
Shares Issued, Price Per Share (in Dollars per share)	$ 0.02	$ 0.02	$ 0.05	$ 0.02
Stock Issued During Period, Value, Issued for Services (in Dollars)	$ 65	$ 1,400	$ 734
Consulting Agreement, Quaterly Shares (in Dollars)				$ 5,000
Debt Conversion, Converted Instrument, Shares Issued				5,687,630
Debt Instrument, Convertible, Conversion Price (in Dollars per share)	$ 0.40	$ 0.40		$ 0.40
Debt Conversion, Original Debt, Amount (in Dollars)				$ 2,275,050
Class of Warrant or Rights, Granted				167,875
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term				5 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum				78.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum				86.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum				2.27%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum				2.90%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate				0.00%
Share Price (in Dollars per share)	0.05	0.05		$ 0.05
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)	$ 0.40	$ 0.40		$ 0.40
Convertible Notes Payable [Member]
Note 7 -STOCKHOLDERS' DEFICIT (Details) [Line Items]
Debt Instrument, Convertible, Conversion Price (in Dollars per share)								$ 0.40
Proceeds from Issuance of Warrants (in Dollars)				$ 3,880
Class of Warrant or Rights, Granted				402,250
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt (in Dollars)				$ 41,500
Amortization of Debt Issuance Costs and Discounts (in Dollars)				$ 2,604

Note 7 -STOCKHOLDERS' DEFICIT_3

Note 7 -STOCKHOLDERS' DEFICIT (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - USD ($)	Dec. 31, 2017	Sep. 30, 2018
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract]
Balance Outstanding, Number of Shares	234,375
Balance Outstanding, Weighted Average Exercise Price	$ 0.40	$ 0.40
Balance Outstanding, Weighted Average Remaining Contractual Term	5 years	5 years
Balance Outstanding, Aggregate Intrinsic Value	$ 0	$ 0
Balance Exercisable, Number of Shares		402,250
Balance Exercisable, Weighted Average Exercise Price		$ 0.40
Balance Exercisable, Weighted Average Remaining Contractual Term		5 years
Balance Exercisable, Aggregate Intrinsic Value		$ 0
Granted, Number of Shares		167,875
Granted, Weighted Average Exercise Price		$ 0.40
Granted, Weighted Average Remaining Contractual Term		5 years
Forfeited, Number of Shares		0
Forfeited, Weighted Average Exercise Price		$ 0
Exercised, Number of Shares		0
Exercised, Weighted Average Exercise Price		$ 0
Expired, Number of Shares		0
Expired, Weighted Average Exercise Price		$ 0
Balance Outstanding, Number of Shares		402,250

Note 8 - COMMITMENTS AND CONT_2

Note 8 - COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Sep. 01, 2018	Jun. 01, 2017	May 15, 2017	Feb. 01, 2017	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2018	Sep. 30, 2017
Note 8 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items]
Rent Expense, Monthly Rent	$ 1,705	$ 1,320					$ 1,548
Operating Leases, Rent Expense, Minimum Rentals	$ 3,410		$ 5,313
Operating Leases, Rent Expense					$ 8,151	$ 12,579		$ 44,477	$ 22,212
Common Stock, Capital Shares Reserved for Future Issuance (in Shares)					3,500,000		3,500,000	3,500,000
Capital Received from Institutions [Member]
Note 8 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items]
Financial Advisory Agreement, Cash Fee, Percentage				8.00%
Financial Advisory Agreement, Expense Allowance, Percentage				3.00%
Capital Recevied from Retail [Member]
Note 8 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items]
Financial Advisory Agreement, Cash Fee, Percentage				10.00%
Financial Advisory Agreement, Expense Allowance, Percentage				10.00%