Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Apr. 01, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Brain Scientific Inc. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 19,205,624 | ||
Entity Public Float | $ 3,505 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001662382 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash | $ 163,563 | $ 297,528 |
Prepaid expenses and other current assets | 14,552 | 10,972 |
TOTAL CURRENT ASSETS | 178,115 | 308,500 |
Property and equipment, net | 1,999 | 1,512 |
TOTAL ASSETS | 180,114 | 310,012 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 139,637 | 53,704 |
Accounts payable and accrued expenses - related party | 31,900 | 0 |
Convertible notes payable, net of discount | 0 | 1,057,595 |
Other liabilities - short term | 5,454 | 62,522 |
Loans payable - related party | 50,000 | 34,252 |
TOTAL CURRENT LIABILITIES: | 226,991 | 1,208,073 |
Other liabilities | 7,095 | 12,620 |
TOTAL LIABILITIES | 234,086 | 1,220,693 |
Commitments and contingencies | 0 | 0 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2018 and December 31, 2017, respectively | 0 | 0 |
Common stock, $0.001 par value; 200,000,000 shares authorized, 19,205,624 and 9,906,526 shares issued and outstanding as of December 31, 2018 and December 31, 2017, respectively | 19,206 | 9,907 |
Additional paid in capital | 2,595,034 | 321,522 |
Accumulated deficit | (2,668,212) | (1,242,110) |
TOTAL STOCKHOLDERS' DEFICIT | (53,972) | (910,681) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 180,114 | $ 310,012 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Dec. 31, 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 | 19,205,624 | 9,906,526 |
Common stock, shares outstanding | 19,205,624 | 9,906,526 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
REVENUE | $ 58,113 | $ 0 |
COST OF GOODS SOLD | 33,939 | 0 |
GROSS PROFIT | 24,174 | 0 |
SELLING, GENERAL AND ADMINISTRATIVE: | ||
Research and development | 210,206 | 289,586 |
Professional fees | 271,718 | 57,404 |
Sales and marketing expenses | 93,190 | 88,532 |
Occupancy expenses | 58,301 | 73,840 |
General and administrative expenses | 675,882 | 395,838 |
TOTAL SELLING, GENERAL AND ADMINISTRATIVE | 1,309,297 | 905,200 |
LOSS FROM OPERATIONS | (1,285,123) | (905,200) |
OTHER INCOME (EXPENSE): | ||
Interest expense | (159,165) | (97,687) |
Other income | 18,186 | 47,205 |
Other expense | 0 | (2,600) |
TOTAL OTHER INCOME (EXPENSE) | (140,979) | (53,082) |
LOSS BEFORE INCOME TAXES | (1,426,102) | (958,282) |
INCOME TAX EXPENSE | 0 | 0 |
NET LOSS | $ (1,426,102) | $ (958,282) |
NET LOSS PER COMMON SHARE | ||
Basic and diluted (in Dollars per share) | $ (0.11) | $ (0.08) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | ||
Basic and diluted (in Shares) | 12,471,618 | 12,240,144 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance, December 31 at Dec. 31, 2016 | $ 3,158 | $ 226,140 | $ (283,828) | $ (54,530) |
Balance, December 31 (in Shares) at Dec. 31, 2016 | 3,157,526 | |||
Issuance of common stock for cash | $ 6,749 | 93,251 | 100,000 | |
Issuance of common stock for cash (in Shares) | 6,749,000 | |||
Fair value of warrants issued in connection with convertible debt | 2,131 | 2,131 | ||
Net loss | (958,282) | (958,282) | ||
Balance, December 31 at Dec. 31, 2017 | $ 9,907 | 321,522 | (1,242,110) | (910,681) |
Balance, December 31 (in Shares) at Dec. 31, 2017 | 9,906,526 | |||
Conversion of convertible notes and accrued interest to common stock | $ 5,688 | 2,269,362 | $ 2,275,050 | |
Conversion of convertible notes and accrued interest to common stock (in Shares) | 5,687,630 | 5,687,630 | ||
Fair value of warrants issued in connection with convertible debt | 2,604 | $ 2,604 | ||
Issuance of common stock for services | $ 106 | 5,042 | 5,148 | |
Issuance of common stock for services (in Shares) | 106,468 | |||
Effect of reverse recapitalization | $ 3,505 | (3,496) | 9 | |
Effect of reverse recapitalization (in Shares) | 3,505,000 | |||
Net loss | $ 0 | 0 | (1,426,102) | (1,426,102) |
Balance, December 31 at Dec. 31, 2018 | $ 19,206 | $ 2,595,034 | $ (2,668,212) | $ (53,972) |
Balance, December 31 (in Shares) at Dec. 31, 2018 | 19,205,624 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,426,102) | $ (958,282) |
Change in net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 656 | 445 |
Amortization of debt discount | 77,889 | 44,726 |
Common stock issued for services | 5,148 | 0 |
Changes in operating assets and liabilities: | ||
Other liabilities | (12,593) | 6,494 |
Prepaid expenses and other current assets | (3,570) | (10,972) |
Accounts payable and accrued expenses | 213,982 | 43,946 |
Accounts payable - related party | 31,900 | 0 |
NET CASH USED IN OPERATING ACTIVITIES | (1,112,690) | (873,643) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of fixed assets | (1,143) | (1,957) |
NET CASH USED IN INVESTING ACTIVITIES | (1,143) | (1,957) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible notes payable | 964,120 | 1,015,000 |
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 |
Advance on notes payable | 0 | 50,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 979,868 | 1,130,347 |
NET INCREASE IN CASH | (133,965) | 254,747 |
CASH AT BEGINNING OF THE YEAR | 297,528 | 42,781 |
CASH AT END OF THE YEAR | 163,563 | 297,528 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for interest | 3,615 | 2,591 |
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 | 2,131 |
Conversion of convertible notes and accrued interest to common stock | $ 2,275,050 | $ 0 |
Note 1 - ORGANIZATION AND NATUR
Note 1 - ORGANIZATION AND NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 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 seeking to commercialize 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 plus accrued interest 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 plus accrued interest 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, of which 6,375,000 have been cancelled at December 31, 2018 and 120,000 are expected to be cancelled as soon as practicable. Total shares issued as a result of the Acquisition was 13,421,752. The Acquisition has been accounted for as a reverse recapitalization 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 Acquisition. 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 other than the shares of MemoryMD acquired in the Acquisition. 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. |
Note 2 - SUMMARY OF SIGNIFICANT
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 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. Reclassifications to Prior Period Financial Statements and Adjustments Certain reclassifications have been made in the Company’s financial statements of the prior year to conform to the current year presentation. $26,775 in accounting fees in the year ended December 31, 2017 were reclassified from general and administrative expenses to professional fees. These reclassifications have no impact on previously reported net income. 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 December 31, 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 December 31, 2018 and December 31, 2017, the Company had $0 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 December 31, 2018 and 2017 the Company had inventory totaling $0. 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 and December 2018 with an original cost of $1,957 and $1,143, respectively. Depreciation expense was $656 and $445 for the years ended December 31, 2018 and 2017, respectively. Accumulated depreciation at December 31, 2018 and 2017 was $1,101 and $445, respectively. As of December 31, 2018 and December 31, 2017, property and equipment, net was $1,999 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 Acquisition and all convertible notes and related accrued interest were converted into common stock of the Company. Revenue On January 1, 2018, the Company adopted ASC Topic 606 Revenue from Contracts with Customers. This guidance requires an entity to recognize revenue by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. Once the steps are met, revenue is recognized, generally upon delivery of the product. There has been no material effect on the Company’s financial statements as a result of adopting Topic 606. The Company recognizes revenue from the sale of NeuroCaps, Universal Cables and its proprietary software connected to its cloud-based computing system that that can assist in diagnosis by assessing pathology, abnormalities, and other factors. 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 was still in the testing phase and $0 and $1,241 related to the sale were recognized as other income for the years ended December 31, 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 years ended December 31, 2018 and 2017 related to the sale of accessories provided for research and development testing was $7,560 and $30,025, 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. Research and development costs recognized in the statement of operations for the years ended December 31, 2018 and 2017 were $210,206 and $289,586, respectively. Sales and Marketing Advertising and marketing costs are expensed as incurred. Advertising and marketing costs recognized in the statement of operations for the years ended December 31, 2018 and 2017 were $93,190 and $88,532, 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 years ended December 31, 2018 and 2017, 402,250 and 234,375, respectively, of 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 December 31, 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 December 31, 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 adopted this standard on January 1, 2018. 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, 2019. 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. In June 2018, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation – Stock Compensation (Topic 718). This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to non-employees (for example, service providers, external legal counsel, suppliers, etc.). The ASU expands the scope of Topic 718, Compensation—Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. This standard will be effective for financial statements issued by public companies for the annual and interim periods beginning after December 15, 2018. Early adoption of the standard is permitted. The standard will be applied in a retrospective approach for each period presented. Management currently does not plan to early adopt this guidance and is evaluating the potential impact of this guidance on the Company’s consolidated financial statements as well as transition methods. |
Note 3 - GOING CONCERN
Note 3 - GOING CONCERN | 12 Months Ended |
Dec. 31, 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 year ended December 31, 2018, the Company had $58,113 in revenues, a net loss of $1,426,102 and had net cash used in operations of $1,112,690. Additionally, as of December 31, 2018, the Company had working capital deficit, stockholders’ deficit and accumulated deficit of $48,876, $53,972 and $2,668,212, 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 | 12 Months Ended |
Dec. 31, 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 8). 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 $44,726 for the years ended December 31, 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 | 12 Months Ended |
Dec. 31, 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 December 31, 2018 and December 31, 2017, total liability to the financing company reflected in Other Liabilities is $12,549 and $17,582, respectively. Future minimum commitments related to the EEG liability consisted of the following at December 31, 2018: Years ended December 31, Amount (USD) 2019 5,454 2020 7,095 Total $ 12,549 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 | 12 Months Ended |
Dec. 31, 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 then CEO and current President and CTO, provided a non-interest-bearing, no-term loan to the Company. The Company repaid that loan in full during the year ended December 31, 2018. During the year ended December 31, 2018, an entity controlled by Mr. Sakharov provided a $50,000 non-interest-bearing, no-term loan to the Company. As of December 31, 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 Nano Graphene Inc., a company controlled by the Company’s chairman and his affiliates. In the years ended December 31, 2018 and 2017 Nano Graphene paid rent of $10,626 and $15,939, respectively, for warehouse space the Company rents from a third party. The Company has recorded the payments as other income. 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 year ended December 31, 2018, the Company has made $6,202 in rent payments to the related party. During the years ended December 31, 2018 and 2017, the Company had expenses related to research and development costs of $59,788 and $62,700, respectively, to an entity controlled by Mr. Sakharov. During the years ended December 31, 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 years ended December 31, 2018 and 2017, the Company had expenses related to consulting fees of $83,377 and $0, respectively, to Mr. Sakharov. |
Note 7 - INCOME TAXES
Note 7 - INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 7 - INCOME TAXES The Company files corporate income tax returns in the United States (federal) and New York. The Company is subject to federal, state and local income tax examinations by tax authorities through inception. As of December 31, 2018 and 2017, the Company had federal and state net operating loss carry forwards of $2,655,000 and $1,234,000, respectively that may be offset against future taxable income which will begin to expire in 2035 through 2038. For the Years Ended December 31, 2018 2017 Net operating loss carry forwards $ 746,028 $ 326,330 Depreciation (41 ) - Valuation allowance (745,987 ) (326,330 ) Net Deferred Tax Asset $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability. Reconciliation of the statutory federal income tax to the Company's effective tax: For the Years Ended December 31, 2018 2017 % % Statutory federal tax rate 21.00 % 21.00 % State taxes, net of federal benefit 8.40 % 5.61 % Valuation allowance -29.40 % -26.61 % Provision for income taxes 0.00 % 0.00 % The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. As of December 31, 2018 and 2017 the Company had no unrecognized tax benefits. There were no changes in the Company’s unrecognized tax benefits during the years ended December 31, 2018 and 2017. The Company did not recognize any interest or penalties during fiscal 2018 or 2017 related to unrecognized tax benefits. All tax years remain open to examination for federal income tax purposes and by other major taxing jurisdictions to which the Company is subject. |
Note 8 - STOCKHOLDERS' DEFICIT
Note 8 - STOCKHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block Supplement [Abstract] | |
Shareholders' Equity and Share-based Payments [Text Block] | NOTE 8 – STOCKHOLDERS’ DEFICIT Preferred Stock The Company has authorized 10,000,000 shares of undesignated preferred stock with a $0.001 par value. As of December 31, 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 December 31, 2018, the Company has deemed 19,205,624 shares outstanding or deemed 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 from September through December 31, 2018, the Company issued an additional 13,000 shares to the consultant at an average fair market value of $0.04 per share or $562. For services rendered from July 2018 through September 2018, the Company agreed to issue 70,000 shares of common stock to a consultant pursuant to an agreement dated October 10, 2018. The Company valued the shares at $0.04 per share based on fair market value or $3,290. 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, as amended, the Company has the right to pay $5,000 or issue the advisor a maximum of 6,667 shares of common stock on a quarterly basis, beginning the quarter ended December 31, 2018. The Company elected to issue 6,667 shares for the services provided in the quarter ended December 31, 2018 at a value of $0.04 per share or $280. On August 28, 2018, the Company entered into a one-year agreement with an advisor for consulting services. Pursuant to the agreement, as amended, the Company has the right to pay $5,000 or issue the advisor a maximum of 6,667 shares of common stock on a quarterly basis, beginning the quarter ended December 31, 2018. The Company elected to issue 6,667 shares for the services provided in the quarter ended December 31, 2018 at a value of $0.04 per share or $280. Shares issued for conversion of convertible debt During the year ended December 31, 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 year ended December 31, 2018, cash consideration of $45,380 was paid and 167,875 warrants were issued to a third party on September 20, 2018 for services rendered in connection with the issuance of the convertible notes related to the Bridge Financing Transaction. During the year ended December 31, 2017 a total of 234,375 warrants were issued. The warrants are immediately exercisable upon issuance at a per share price of $0.40 and expire on September 20, 2023. The Company calculated the fair value of the warrants and recorded a total debt discount in the amount of $4,735 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. The following table summarized the warrant activity for the year ended December 31, 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, December 31, 2018 402,250 $ 0.40 4.72 $ - Exercisable, December 31, 2018 402,250 $ 0.40 4.72 $ - |
Note 9 - COMMITMENTS AND CONTIN
Note 9 - COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 9 – 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, 2019 at $1,598 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 $3,000 monthly rent or $1,500 per month, plus expenses. 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. Beginning December 1, 2018, the Company entered into a 6-month warehouse rental agreement for $2,980 per month. Total rent expense for the years ended December 31, 2018 and 2017 was $58,301 and $73,840, 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 10 - SUBSEQUENT EVENTS
Note 10 - SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 10 – SUBSEQUENT EVENTS In accordance with ASC 855 “Subsequent Events,” Company management reviewed all material events through the date this report was issued and the following subsequent events took place. Issuance of Options On January 14, 2019, the Board of Directors approved the issuance of options to purchase an aggregate of 800,000 and 200,000 share of common stock to Boris Goldstein and Vadim Sakharov, respectively. The options have an exercise price of $0.75 per share which will vest over a 24-month period as follows: 25% (or 200,000 and 50,000, respectively) shall vest six months after the grant date with the remaining options will vest on a monthly basis at a rate of 1/24 th Appointment of new Chief Executive Officer and Issuance of Options On January 25, 2019, the Company appointed Jesse W. Crowne as the Company’s new Chief Executive Officer. In connection with this appointment, the Company and Mr. Crowne entered into an employment agreement effective as of January 25, 2019. As part of his compensation, Mr. Crowne received options to purchase 800,000 shares of the Company’s common stock at an exercise price of $0.75 per share of which, 200,000 vest on the one year anniversary of the date of grand ant the remaining 600,000 shares vest ratably on a quarterly basis over the following two years. The options will expire January 25, 2029. Under certain circumstances, the Company would be obligated to grant options to purchase an additional 200,000 shares at substantially similar terms. Issuance of Convertible Debt under New Debt Offering In January 2019, the Company commenced an offering of up to $500,000 pursuant to which the Company will issue convertible notes to investors. On January 18, 2019 and February 5, 2019, the Company issued two such convertible notes payable to two investors for $130,000 and $100,000, respectively. The notes bear interest at a fixed rate of 10% per annum, computed based on a 360-day year and mature on the earlier of one year from the date of issuance or the consummation of an equity or equity-linked round of financing of the Company in excess of $1,000,0000 (“Qualified Financing”) or other event pursuant to which conversion shares are to be issued pursuant to the terms of the note. The notes are convertible into equity of the Company following events on the following terms: with no action on the part of the note holder upon the consummation of a qualified financing, the debt will be converted to new round stock based on the product of the outstanding principal and accrued interest multiplied by 1.35 , then divided by the accrual per share price of the new round stock. If a change of control occurs or if the Company completes a firmly underwritten public offering of its common stock prior to the qualified financing the notes would, at the election of the holders of a majority of the outstanding principal of the notes, be wither payable on demand as of the closing of such change of control or IPO or convertible into shares of common stock immediately prior to such change of control transaction or IPO transaction at a price per share equal to the lesser of the par share value of the common stock as determined by the Company’s Board of Directors or the per share consideration to be received by the holders of the common stock in such change of control or IPO transaction. In the event that the Company consummates a financing prior to the Maturity Date, other than a Qualified Financing, and the economic terms thereof are more favorable to the investors in such financing than the terms of the Note, the Note shall automatically be amended to reflect such more favorable economic terms. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 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. |
Reclassification, Policy [Policy Text Block] | Reclassifications to Prior Period Financial Statements and Adjustments Certain reclassifications have been made in the Company’s financial statements of the prior year to conform to the current year presentation. $26,775 in accounting fees in the year ended December 31, 2017 were reclassified from general and administrative expenses to professional fees. These reclassifications have no impact on previously reported net income. |
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. Significant estimates include the useful life of property and equipment and assumptions used in the valuation of options and warrants. |
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 December 31, 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 December 31, 2018 and December 31, 2017, the Company had $0 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 December 31, 2018 and 2017 the Company had inventory totaling $0. |
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 and December 2018 with an original cost of $1,957 and $1,143, respectively. Depreciation expense was $656 and $445 for the years ended December 31, 2018 and 2017, respectively. Accumulated depreciation at December 31, 2018 and 2017 was $1,101 and $445, respectively. As of December 31, 2018 and December 31, 2017, property and equipment, net was $1,999 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 Acquisition and all convertible notes and related accrued interest were converted into common stock of the Company. |
Revenue Recognition, Policy [Policy Text Block] | Revenue On January 1, 2018, the Company adopted ASC Topic 606 Revenue from Contracts with Customers. This guidance requires an entity to recognize revenue by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. Once the steps are met, revenue is recognized, generally upon delivery of the product. There has been no material effect on the Company’s financial statements as a result of adopting Topic 606. The Company recognizes revenue from the sale of NeuroCaps, Universal Cables and its proprietary software connected to its cloud-based computing system that that can assist in diagnosis by assessing pathology, abnormalities, and other factors. 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 was still in the testing phase and $0 and $1,241 related to the sale were recognized as other income for the years ended December 31, 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 years ended December 31, 2018 and 2017 related to the sale of accessories provided for research and development testing was $7,560 and $30,025, 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. Research and development costs recognized in the statement of operations for the years ended December 31, 2018 and 2017 were $210,206 and $289,586, respectively. |
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 years ended December 31, 2018 and 2017 were $93,190 and $88,532, 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 years ended December 31, 2018 and 2017, 402,250 and 234,375, respectively, of 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 December 31, 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 December 31, 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 adopted this standard on January 1, 2018. 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, 2019. 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. In June 2018, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation – Stock Compensation (Topic 718). This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to non-employees (for example, service providers, external legal counsel, suppliers, etc.). The ASU expands the scope of Topic 718, Compensation—Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. This standard will be effective for financial statements issued by public companies for the annual and interim periods beginning after December 15, 2018. Early adoption of the standard is permitted. The standard will be applied in a retrospective approach for each period presented. Management currently does not plan to early adopt this guidance and is evaluating the potential impact of this guidance on the Company’s consolidated financial statements as well as transition methods. |
NOTE 5 - OTHER LIABILITIES (Tab
NOTE 5 - OTHER LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2018: Years ended December 31, Amount (USD) 2019 5,454 2020 7,095 Total $ 12,549 |
Note 7 - INCOME TAXES (Tables)
Note 7 - INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | As of December 31, 2018 and 2017, the Company had federal and state net operating loss carry forwards of $2,655,000 and $1,234,000, respectively that may be offset against future taxable income which will begin to expire in 2035 through 2038. For the Years Ended December 31, 2018 2017 Net operating loss carry forwards $ 746,028 $ 326,330 Depreciation (41 ) - Valuation allowance (745,987 ) (326,330 ) Net Deferred Tax Asset $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Reconciliation of the statutory federal income tax to the Company's effective tax: For the Years Ended December 31, 2018 2017 % % Statutory federal tax rate 21.00 % 21.00 % State taxes, net of federal benefit 8.40 % 5.61 % Valuation allowance -29.40 % -26.61 % Provision for income taxes 0.00 % 0.00 % |
Note 8 - STOCKHOLDERS' DEFICIT
Note 8 - STOCKHOLDERS' DEFICIT (Tables) | 12 Months Ended |
Dec. 31, 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 year ended December 31, 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, December 31, 2018 402,250 $ 0.40 4.72 $ - Exercisable, December 31, 2018 402,250 $ 0.40 4.72 $ - |
Note 1 - ORGANIZATION AND NAT_2
Note 1 - ORGANIZATION AND NATURE OF OPERATIONS (Details) - USD ($) | Sep. 21, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Sep. 19, 2018 | Sep. 18, 2018 | Dec. 31, 2017 |
Note 1 - ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,687,630 | |||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 2,275,050 | |||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 6,495,000 | |||||
Stock Repurchased and Retired During Period, Shares | 6,375,000 | |||||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 120,000 | 120,000 | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 13,421,752 | |||||
Common Stock, Shares Authorized | 200,000,000 | 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 | 10,000,000 | ||
MemoryMD [Member] | ||||||
Note 1 - ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 100.00% | |||||
Automatic Conversion at Closing [Member] | Principal and Accrued Interest of Promissory Note Issued by MemoryMD [Member] | MemoryMD [Member] | ||||||
Note 1 - ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 4,083,252 | |||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 1,507,000 | |||||
Automatic Conversion Immediately Subsequent to Closing [Member] | Principal and Accrued Interest of Promissory Note Issued by MemoryMD [Member] | MemoryMD [Member] | ||||||
Note 1 - ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,604,378 | |||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 640,000 |
Note 2 - SUMMARY OF SIGNIFICA_2
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Jan. 01, 2018 | Dec. 22, 2017 | Apr. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Professional Fees | $ 271,718 | $ 57,404 | |||
Cash, FDIC Insured Amount | 250,000 | ||||
Cash, Uninsured Amount | 0 | 47,528 | |||
Inventory, Net | 0 | 0 | |||
Depreciation | 656 | 445 | |||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 1,101 | 445 | |||
Property, Plant and Equipment, Net | 1,999 | 1,512 | |||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 1,241 | |||
Other Operating Income | 7,560 | 30,025 | |||
Research and Development Expense | 210,206 | 289,586 | |||
Selling and Marketing Expense | $ 93,190 | $ 88,532 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 402,250 | 234,375 | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 34.00% | 21.00% | 21.00% | |
Computer Equipment [Member] | |||||
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Property, Plant and Equipment, Estimated Useful Lives | three | three | |||
Property, Plant and Equipment, Cost Capitalization | $1,957 | $1,143 | |||
Scenario, Adjustment [Member] | |||||
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Professional Fees | $ 26,775 |
Note 3 - GOING CONCERN (Details
Note 3 - GOING CONCERN (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Revenues | $ 58,113 | $ 0 | |
Net Income (Loss) Attributable to Parent | (1,426,102) | (958,282) | |
Net Cash Provided by (Used in) Operating Activities | (1,112,690) | (873,643) | |
Working Capital (deficit) | (48,876) | ||
Stockholders' Equity Attributable to Parent | (53,972) | (910,681) | $ (54,530) |
Retained Earnings (Accumulated Deficit) | $ (2,668,212) | $ (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 ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($)$ / shares | Sep. 21, 2018USD ($) |
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 | ||||||||
Proceeds from Issuance of Debt | 50,000 | 47,000 | $ 964,120 | $ 1,015,000 | |||||
Proceeds from Convertible Debt | $ 962,500 | ||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 122,615 | ||||||||
Amortization of Debt Discount (Premium) | $ 77,889 | 44,726 | |||||||
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 | $ 50,389 | $ 128,050 | |||||||
Convertible Notes Payable | $ 1,087,500 | $ 2,147,000 | |||||||
Proceeds from Issuance of Debt | $ 47,000 | $ 50,000 | |||||||
Number of Notes | 12 |
NOTE 5 - OTHER LIABILITIES (Det
NOTE 5 - OTHER LIABILITIES (Details) | Dec. 28, 2017USD ($) | Jan. 01, 2016 | Jan. 31, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 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 | $ 12,549 | $ 17,582 | ||||
Debt Instrument, Face Amount | $ 50,000 | $ 97,000 | ||||
Notes Payable | 50,000 | |||||
Proceeds from Issuance of Debt | $ 50,000 | $ 47,000 | $ 964,120 | $ 1,015,000 |
NOTE 5 - OTHER LIABILITIES (D_2
NOTE 5 - OTHER LIABILITIES (Details) - Other Commitments | Dec. 31, 2018USD ($) |
Other Commitments [Abstract] | |
Remainder 2018 | $ 5,454 |
2019 | 7,095 |
Total | $ 12,549 |
Note 6 - RELATED PARTY TRANSA_2
Note 6 - RELATED PARTY TRANSACTIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | 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 | 59,788 | 62,700 |
Professional Fees | 83,377 | 0 |
Board of Directors Chairman [Member] | ||
Note 6 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Selling and Marketing Expense | 15,000 | 38,347 |
Board of Directors Chairman [Member] | Payment for Warehouse Space [Member] | ||
Note 6 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Related Party Transaction, Expenses from Transactions with Related Party | 10,626 | $ 15,939 |
Board of Directors Chairman [Member] | Payment for Shared Office Space [Member] | ||
Note 6 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Related Party Transaction, Expenses from Transactions with Related Party | $ 6,202 |
Note 7 - INCOME TAXES (Details)
Note 7 - INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Note 7 - INCOME TAXES (Details) [Line Items] | ||
Operating Loss Carryforwards | $ 1,234,000 | $ 2,655,000 |
Minimum [Member] | ||
Note 7 - INCOME TAXES (Details) [Line Items] | ||
Operating Loss Carryforwards, Expiration Year | 2035 | |
Maximum [Member] | ||
Note 7 - INCOME TAXES (Details) [Line Items] | ||
Operating Loss Carryforwards, Expiration Year | 2038 |
Note 7 - INCOME TAXES (Details
Note 7 - INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule of Deferred Tax Assets and Liabilities [Abstract] | ||
Net operating loss carry forwards | $ 746,028 | $ 326,330 |
Depreciation | (41) | 0 |
Valuation allowance | (745,987) | (326,330) |
Net Deferred Tax Asset | $ 0 | $ 0 |
Note 7 - INCOME TAXES (Detai_2
Note 7 - INCOME TAXES (Details) - Schedule of Effective Income Tax Rate Reconciliation | Jan. 01, 2018 | Dec. 22, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||||
Federal and state statutory rate | 21.00% | 34.00% | 21.00% | 21.00% |
State taxes, net of federal benefit | 8.40% | 5.61% | ||
Valuation allowance | (29.40%) | (26.61%) | ||
Provision for income taxes | 0.00% | 0.00% |
Note 8 - STOCKHOLDERS' DEFICI_2
Note 8 - STOCKHOLDERS' DEFICIT (Details) - USD ($) | Aug. 28, 2018 | Aug. 08, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Aug. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 19, 2018 | Sep. 18, 2018 |
Note 8 - STOCKHOLDERS' DEFICIT (Details) [Line Items] | |||||||||||
Preferred Stock, Shares Authorized | 10,000,000 | 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 | $ 0.001 | ||||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | 0 | 0 | ||||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 50,000,000 | ||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 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 | 19,205,624 | 19,205,624 | 19,205,624 | 19,205,624 | 9,906,526 | ||||||
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 | 70,000 | 13,000 | 6,667 | 6,667 | 10,134 | ||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.04 | $ 0.04 | $ 0.04 | $ 0.05 | $ 0.04 | ||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 3,290 | $ 562 | $ 280 | $ 280 | $ 734 | $ 5,148 | |||||
Consulting Agreement, Quaterly Shares (in Dollars) | $ 5,000 | $ 5,000 | |||||||||
Consulting Agreement, Quaterly Shares, Maximum Shares | 6,667 | 6,667 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,687,630 | ||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.40 | $ 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 | $ 0.05 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.40 | $ 0.40 | $ 0.40 | $ 0.40 | |||||||
Convertible Notes Payable [Member] | |||||||||||
Note 8 - STOCKHOLDERS' DEFICIT (Details) [Line Items] | |||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.40 | ||||||||||
Proceeds from Issuance of Warrants (in Dollars) | $ 45,380 | ||||||||||
Class of Warrant or Rights, Granted | 167,875 | 234,375 | |||||||||
Amortization of Debt Issuance Costs and Discounts (in Dollars) | $ 4,735 |
Note 8 - STOCKHOLDERS' DEFICI_3
Note 8 - STOCKHOLDERS' DEFICIT (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
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 | 4 years 262 days | 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 | 4 years 262 days | |
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 9 - COMMITMENTS AND CONT_2
Note 9 - COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Sep. 01, 2018 | Jun. 01, 2017 | May 15, 2017 | Feb. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 |
Note 9 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||
Rent Expense, Monthly Rent | $ 1,500 | $ 1,320 | $ 1,598 | $ 2,980 | ||||
Operating Leases, Rent Expense, Minimum Rentals | $ 3,000 | $ 5,313 | ||||||
Operating Leases, Rent Expense | $ 58,301 | $ 73,840 | ||||||
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 9 - 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 9 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||
Financial Advisory Agreement, Cash Fee, Percentage | 10.00% | |||||||
Financial Advisory Agreement, Expense Allowance, Percentage | 10.00% |
Note 10 - SUBSEQUENT EVENTS (De
Note 10 - SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - USD ($) | Jan. 25, 2019 | Jan. 14, 2019 | Jan. 31, 2019 |
Note 10 - SUBSEQUENT EVENTS (Details) [Line Items] | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.75 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 24 months | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | six months after the grant date with the remaining options will vest on a monthly basis at a rate of 1/24th per month | ||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Jan. 14, 2029 | ||
Proceeds from Issuance of Debt (in Dollars) | $ 500,000 | ||
Boris Goldstein [Member] | |||
Note 10 - SUBSEQUENT EVENTS (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 800,000 | ||
Vadim Sakharov [Member] | |||
Note 10 - SUBSEQUENT EVENTS (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 200,000 | ||
Chief Executive Officer [Member] | |||
Note 10 - SUBSEQUENT EVENTS (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 800,000 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.75 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Jan. 25, 2029 | ||
Chief Executive Officer [Member] | Obligated to Grant Options at Substantially Similar Terms [Member] | |||
Note 10 - SUBSEQUENT EVENTS (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 200,000 | ||
Convertible Notes Payable [Member] | |||
Note 10 - SUBSEQUENT EVENTS (Details) [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||
Debt Instrument, Maturity Date, Description | mature on the earlier of one year from the date of issuance or the consummation of an equity or equity-linked round of financing of the Company in excess of $1,000,0000 (“Qualified Financing”) or other event pursuant to which conversion shares are to be issued pursuant to the terms of the note | ||
Debt Instrument, Term | 1 year | ||
Investor 1 [Member] | Convertible Notes Payable [Member] | |||
Note 10 - SUBSEQUENT EVENTS (Details) [Line Items] | |||
Debt Instrument, Face Amount (in Dollars) | $ 130,000 | ||
Investor 2 [Member] | Convertible Notes Payable [Member] | |||
Note 10 - SUBSEQUENT EVENTS (Details) [Line Items] | |||
Debt Instrument, Face Amount (in Dollars) | $ 100,000 | ||
Share-based Compensation Award, Tranche One [Member] | Boris Goldstein [Member] | |||
Note 10 - SUBSEQUENT EVENTS (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 200,000 | ||
Share-based Compensation Award, Tranche One [Member] | Vadim Sakharov [Member] | |||
Note 10 - SUBSEQUENT EVENTS (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 50,000 | ||
Share-based Compensation Award, Tranche One [Member] | Chief Executive Officer [Member] | |||
Note 10 - SUBSEQUENT EVENTS (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 200,000 | ||
Share-based Compensation Award, Tranche Two [Member] | Chief Executive Officer [Member] | |||
Note 10 - SUBSEQUENT EVENTS (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 600,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest ratably on a quarterly basis over the following two years |