Brain Scientific (BRSF) 10-Q 15 Aug 22 2022 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 15, 2022
Document Information Line Items
Entity Registrant Name	BRAIN SCIENTIFIC INC.
Trading Symbol	N/A
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		105,401,858
Amendment Flag	false
Entity Central Index Key	0001662382
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	true
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	333-209325
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	81-0876714
Entity Address, Address Line One	6700 Professional Parkway
Entity Address, City or Town	Lakewood Ranch
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34240
City Area Code	(917)
Local Phone Number	388-1578
Title of 12(b) Security	N/A
Security Exchange Name	NONE
Entity Interactive Data Current	Yes

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2022	Dec. 31, 2021
CURRENT ASSETS:
Cash	$ 3,543,225	$ 785,363
Accounts receivable	5,925	16,922
Inventory	130,880	146,090
Advances to officers		16,941
Prepaid expenses and other current assets	235,136	166,458
TOTAL CURRENT ASSETS	3,915,166	1,131,774
Property and equipment, net	113,380	122,979
Intangible assets, net	10,535,903	10,920,577
Goodwill	913,184	913,184
Operating lease right-of-use asset	126,227	191,702
Other long-term assets	85,000	95,000
TOTAL ASSETS	15,688,860	13,375,216
CURRENT LIABILITIES:
Accounts payable and accrued expenses	2,831,051	2,987,264
Accounts payable and accrued expenses - related party	75,000	75,000
Accrued interest	26,725	356,998
Convertible notes payable, net	1,379,323	337,000
Notes payable		320,000
Loans payable	6,667	6,667
Notes payable - related party	103,172	155,989
Derivative liabilities	2,141,640
Operating lease liability, current portion	78,381	104,591
TOTAL CURRENT LIABILITIES:	6,641,959	4,343,509
Convertible notes payable, net		9,635,551
Operating lease liability, net of current portion	50,385	91,089
TOTAL LIABILITIES	6,692,344	14,070,149
Commitments and contingencies– Note 17
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.001 par value; 10,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021
Common stock, $0.001 par value; 200,000,000 shares authorized, 105,401,858 and 50,217,308 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively	105,402	50,217
Additional paid in capital	35,848,956	21,537,763
Accumulated deficit	(26,952,530)	(22,278,923)
Accumulated other comprehensive loss	(5,312)	(3,990)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	8,996,516	(694,933)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 15,688,860	$ 13,375,216

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
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	105,401,858	50,217,308
Common stock, shares outstanding	105,401,858	50,217,308

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
REVENUE	$ 38,464	$ 7,732	$ 198,052	$ 9,207
COST OF GOODS SOLD	37,968	3,122	144,643	3,697
GROSS PROFIT	496	4,610	53,409	5,510
SELLING, GENERAL AND ADMINISTRATIVE
Research and development	83,004	27,979	167,721	83,144
Professional fees	256,408	208,979	444,174	325,886
Sales and marketing expenses	213,781	281,271	405,252	325,044
Share based compensation	280,510		578,811
General and administrative expenses	1,359,103	551,691	2,544,559	1,044,303
TOTAL SELLING, GENERAL AND ADMINISTRATIVE	2,192,806	1,069,920	4,140,517	1,778,377
LOSS FROM OPERATIONS	(2,192,310)	(1,065,310)	(4,087,108)	(1,772,867)
OTHER INCOME (EXPENSE):
Interest expense	(1,614,335)	(55,432)	(1,886,254)	(114,217)
Other income	1		6,905
Gain on forgiveness of paycheck protection loan				112,338
Change in fair market value of derivative liabilities	1,090,759		1,090,759
Gain/loss on settlement of derivatives	201,097		201,097
Foreign currency transaction loss	1,119		994
TOTAL OTHER EXPENSE	(321,359)	(55,432)	(586,499)	(1,879)
LOSS BEFORE INCOME TAXES	(2,513,669)	(1,120,742)	(4,673,607)	(1,774,746)
PROVISION FOR INCOME TAXES
NET LOSS	(2,513,669)	(1,120,742)	(4,673,607)	(1,774,746)
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment	(1,773)		(1,322)
TOTAL COMPREHENSIVE LOSS	$ (2,515,442)	$ (1,120,742)	$ (4,674,929)	$ (1,774,746)
NET LOSS PER COMMON SHARE
Net loss per common share, basic (in Dollars per share)	$ (0.04)	$ (0.04)	$ (0.08)	$ (0.06)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Weighted average number of common shares outstanding, basic (in Shares)	61,105,989	29,520,454	55,800,957	29,520,454

Consolidated Statements of Op_2

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Net loss per common share, diluted	$ (0.04)	$ (0.04)	$ (0.04)	$ (0.06)
Weighted average number of common shares outstanding, diluted (in Shares)	61,105,989	29,520,454	55,800,957	29,520,454

Consolidated Statements of Stoc

Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Total
Balances at Dec. 31, 2020	$ 29,520	$ 11,141,129	$ (13,178,237)		$ (2,007,588)
Balances (in Shares) at Dec. 31, 2020	29,520,454
Net loss			(654,004)		(654,004)
Balances at Mar. 31, 2021	$ 29,520	11,141,129	(13,832,241)		(2,661,592)
Balances (in Shares) at Mar. 31, 2021	29,520,454
Balances at Dec. 31, 2020	$ 29,520	11,141,129	(13,178,237)		(2,007,588)
Balances (in Shares) at Dec. 31, 2020	29,520,454
Net loss					(1,774,746)
Balances at Jun. 30, 2021	$ 29,520	11,141,129	(14,952,983)		(3,782,334)
Balances (in Shares) at Jun. 30, 2021	29,520,454
Balances at Mar. 31, 2021	$ 29,520	11,141,129	(13,832,241)		(2,661,592)
Balances (in Shares) at Mar. 31, 2021	29,520,454
Net loss			(1,120,742)		(1,120,742)
Balances at Jun. 30, 2021	$ 29,520	11,141,129	(14,952,983)		(3,782,334)
Balances (in Shares) at Jun. 30, 2021	29,520,454
Balances at Dec. 31, 2021	$ 50,217	21,537,763	(22,278,923)	(3,990)	(694,933)
Balances (in Shares) at Dec. 31, 2021	50,217,308
Fair value of stock options vested		235,690			235,690
Issuance of common stock for services	$ 361	129,489			129,850
Issuance of common stock for services (in Shares)	360,695
Foreign currency translation adjustment				451	451
Net loss			(2,159,938)		(2,159,938)
Balances at Mar. 31, 2022	$ 50,578	21,902,942	(24,438,861)	(3,539)	(2,488,880)
Balances (in Shares) at Mar. 31, 2022	50,578,003
Balances at Dec. 31, 2021	$ 50,217	21,537,763	(22,278,923)	(3,990)	(694,933)
Balances (in Shares) at Dec. 31, 2021	50,217,308
Net loss					(4,673,607)
Balances at Jun. 30, 2022	$ 105,402	35,848,956	(26,952,530)	(5,312)	8,996,516
Balances (in Shares) at Jun. 30, 2022	105,401,858
Balances at Mar. 31, 2022	$ 50,578	21,902,942	(24,438,861)	(3,539)	(2,488,880)
Balances (in Shares) at Mar. 31, 2022	50,578,003
Fair value of stock options vested		280,510			280,510
Conversion of convertible debt into common shares	$ 54,824	13,665,504			13,720,328
Conversion of convertible debt into common shares (in Shares)	54,823,855
Foreign currency translation adjustment				(1,773)	(1,773)
Net loss			(2,513,669)		(2,513,669)
Balances at Jun. 30, 2022	$ 105,402	$ 35,848,956	$ (26,952,530)	$ (5,312)	$ 8,996,516
Balances (in Shares) at Jun. 30, 2022	105,401,858

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (4,673,607)	$ (1,774,746)
Change in net loss to net cash used in operating activities:
Depreciation and amortization expense	401,744	11,838
Amortization of debt discount and non-cash interest expense	1,339,218
Change in fair market value of derivative liabilities	(1,090,759)
Gain on forgiveness of paycheck protection loan		(112,338)
Gain on settlement of lease	(1,660)
Fair value of stock options vested	578,811
Gain on debt extinguishment	(201,099)
Changes in operating assets and liabilities:
Accounts receivable	10,997	(6,221)
Inventory	15,210	(22,313)
Advances to officers	16,941	(3,480)
Prepaid expenses and other current assets	(68,678)	(38,064)
Other long-term assets	10,000
Accounts payable and accrued expenses	(17,474)	238,976
Accrued interest	407,997	114,218
Operating lease liabilities, net	221	1,053
NET CASH USED IN OPERATING ACTIVITIES	(3,272,138)	(1,591,077)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash issued for notes receivable		(70,000)
Purchase of property and equipment	(7,471)	(28,618)
NET CASH USED IN INVESTING ACTIVITIES	(7,471)	(98,618)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes payable, net of issuance costs	6,421,610	2,819,982
Repayment of related party loan	(53,000)
Repayment of convertible note payable	(10,000)
Repayment of promissory note and interest	(320,000)
NET CASH PROVIDED BY FINANCING ACTIVITIES	6,038,610	2,819,982
Effect of exchange rate changes on cash	(1,139)
NET CHANGE IN CASH	2,757,862	1,130,287
CASH AT BEGINNING OF THE PERIOD	785,363	68,943
CASH AT END OF THE PERIOD	3,543,225	1,199,230
Cash paid for interest	106,039
Cash paid for taxes
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Accounts payable settled with share issuance	129,850
Services received settled with derivative warrants	156,399
Convertible notes payable and accrued interest converted to common shares	$ 13,921,427

Organization and Nature of Oper

Organization and Nature of Operations	6 Months Ended
	Jun. 30, 2022
Organization and Nature of Operations [Abstract]
ORGANIZATION AND NATURE OF OPERATIONS	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. On October 1, 2021, the Company acquired Piezo Motion Corp (“Piezo”), a privately held Delaware corporation formed in January 2020. Upon completion of the acquisition, Piezo 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 Piezo. The Company has two lines of operations. The MemoryMD subsidiary group is involved in cloud computing, data analytics and medical device technology in the NeuroTech and brain monitoring industries, seeking to commercialize its EEG devices and caps. The Piezo subsidiary group is focused on the ultrasonic standing wave-type piezo motor technology for rotary and linear motion and has experience in the research and development, as well as the manufacturing of piezo motors for high-tech industries across the globe. The Company is headquartered in Sarasota, Florida. Reverse Merger and Corporate Restructure On June 11, 2021, the Company entered into a merger agreement (the “Merger Agreement”) with Piezo and BRSF Acquisition Inc. to acquire Piezo (the “Acquisition”). The transactions contemplated by the Merger Agreement were consummated on October 1, 2021 and, pursuant to the terms of the Merger Agreement, all outstanding shares of Piezo were exchanged for 29,520,454 shares of the Company’s common stock and Piezo became the Company’s wholly owned subsidiary. The Merger was effected pursuant to the Merger Agreement. The Merger was accounted for as a reverse merger whereby Piezo was the acquirer for accounting purposes. Piezo is considered the acquiring company for accounting purposes as upon completion of the Merger, Piezo’s former stockholders held a majority of the voting interest of the combined company. Pursuant to the Merger, the Company issued shares of its common stock to Piezo’s stockholders, at an exchange ratio of 2.93 shares of the Company’s common stock. 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. Acquisition Accounting The fair value of Brain Scientific assets acquired and liabilities assumed was based upon management’s estimates assisted by an independent third-party valuation firm. The following table summarizes the allocation of purchase price of the acquisition:  Tangible Assets Acquired:  Allocation Net working capital (1,186,622 ) Right of use asset 40,093 Lease liability (46,970 ) Net Tangible Assets Acquired $ (1,193,499 )   Intangible Assets Acquired: Licenses and trademarks Brain Scientific Trade Name 133,000 MemoryMD Trade Name 533,000 Neurocap Trade Name 188,000 Neuro EEG Trade Name 11,000 Customer relationships Customer Relationships (29,000 ) Patent products NeuroCap Developed Technology 10,242,000 NeuroEEG Developed Technology 35,000 Total Fair Value of Assets Acquired $ 11,113,000   Consideration: Fair value of equity received 7,240,222 Liabilities assumed 2,978,152 Loans forgiven 605,311 Goodwill $ 913,184 Unaudited Interim Financial Information The Company has prepared the accompanying condensed 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 2022. 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“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 subsidiaries, Piezo Motion Corp, Discovery Technology International, Inc., MemoryMD, Inc., MemoryMD – Russia and MemoryMD - Europe. 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, warrants and derivative liabilities. The Effects of COVID-19 The World Health Organization (WHO) declared the coronavirus outbreak a pandemic on January 30, 2020. Since the outbreak in China in December 2019, COVID-19 has expanded its impact to Europe, where all of our operations reside, as well as our employees, suppliers and customers. While the disruption is currently expected to be temporary, there is considerable uncertainty around the duration of the closings and shelter-in-place orders and the ultimate impact of governmental initiatives. However, the financial impact and duration cannot be reasonably estimated at this time. 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 June 30, 2022 and December 31, 2021, 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 June 30, 2022, and December 31, 2021, the Company had $3,196,350 and $277,989, respectively, in excess over the FDIC insurance limit. I nventory Inventory consists of raw material, parts and finished goods that are valued at lower of cost or market using the weighted average method. Property and Equipment Property, plant and equipment are carried at cost. Depreciation is provided on the straight-line method over the assets estimated service lives. Expenditures for maintenance and repairs are charged to expense in the period in which they are incurred, and betterments are capitalized. The cost of assets sold or abandoned and the related accumulated depreciation are eliminated from the accounts and any gains or losses are reflected in the accompanying statements of operations of the respective period. The estimated useful lives range from 3 to 7 years. Intangible assets, net Intangible assets are measured at cost less accumulated amortization and impairment losses, if any. Intangible assets are amortized on a straight-line basis over their estimated useful lives, which do not exceed the contractual period, if any. The estimated useful lives, residual values, and amortization methods are reviewed at each year end, and any changes in estimates are accounted for prospectively. Patents 3-15 years Licenses and trademarks 9 years Customer relationships 13 years Amortization expense is included in the consolidated income statement within general and administrative expenses. The asset is tested for impairment if there is a trigger for impairment. Goodwill Goodwill represents the excess of the consideration transferred over the fair value of the net identifiable assets acquired. Goodwill is evaluated for impairment annually or whenever we identify certain triggering events or circumstances that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Events or circumstances that might indicate an interim evaluation is warranted include, among other things, unexpected adverse business conditions, macro and reporting unit specific economic factors (for example, interest rate and foreign exchange rate fluctuations, and loss of key personnel), supply costs, unanticipated competitive activities, and acts by governments and courts. 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 at a discount to the common stock at the time of conversion. For certain notes, the conversion features are contingent upon future events, whereby, the holder agreed not to convert until the contingent future event has occurred. Revenue Recognition 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 receiving a letter of acceptance from the customer. 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, as well as revenue from the sale of goods purchased through manufacturers of medical devices. Primarily all revenues for the six months ended June 30, 2022 are from the sale of medical devices purchased from Neurotech, a related party. Revenues for the six months ended June 30, 2021 of $9,207 related to the sales of evaluation kits. 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 three and six months ended June 30, 2022 were $83,004 and $167,721, respectively. Research and development costs recognized in the statement of operations for the three and six months ended June 30, 2021 were $27,979 and $83,144, respectively. Sales and Marketing Advertising and marketing costs are expensed as incurred. Advertising and marketing costs recognized in the statement of operations for the three and six months ended June 30, 2022 were $213,781 and $405,252, respectively. Advertising and marketing costs recognized in the statement of operations for the three and six months ended June 30, 2021 were $281,271 and $325,044, 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 three months ended June 30, 2022 and 2021, 89,244,202, and 0 anti-dilutive securities were excluded from the computation, respectively. 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 non-performance. 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. As of June 30, 2022, the Company had a Level 3 financial instrument related to the derivative liabilities related to the issuance of convertible debt and warrants. The Company did not have any other Level 1, Level 2 or Level 3 assets or liabilities as of December 31, 2021. Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis Financial liabilities measured at fair value on a recurring basis are summarized below and disclosed on the consolidated balance sheet as of June 30, 2022. Liabilities Amounts Level 1 Level 2 Level 3 Derivative liability – conversion feature $ 1,118,000 $ - $ - $ 1,118,000 Derivative liability – warrants 1,023,640 - - 1,023,640 Total $ 2,141,640 $ - $ - $ 2,141,640 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 carry forwards. 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 June 30, 2022, and December 31, 2021, the Company had no unrecognized uncertain income tax positions. Reclassification Certain prior period balances have been reclassified to conform to current year presentation. Recently 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.

Going Concern

Going Concern	6 Months Ended
	Jun. 30, 2022
Going Concern [Abstract]
GOING CONCERN	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 six months ended June 30, 2022, the Company had $198,052 in revenues, a net loss of $4,674,929 and had net cash used in operations of $3,272,138. Additionally, as of June 30, 2022, the Company had an accumulated deficit and negative working capital of $26,952,530 and $2,726,793. 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.

Inventory

Inventory	6 Months Ended
	Jun. 30, 2022
Inventory Disclosure [Abstract]
INVENTORY	NOTE 4 – INVENTORY June 30, December 31, Raw materials $ 77,124 $ 93,190 Parts 11,857 11,857 Finished goods 41,899 41,043 Total $ 130,880 $ 146,090

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	6 Months Ended
	Jun. 30, 2022
Prepaid Expenses And Other Current Assets [Abstract]
PREPAID EXPENSES AND OTHER CURRENT ASSETS	NOTE 5 – PREPAID EXPENSES AND OTHER CURRENT ASSETS June 30, December 31, Prepaid insurance $ 68,714 $ 105,900 Other prepaid expenses 152,044 46,170 Lease deposits 14,378 14,378 Other assets - 10 Total $ 235,136 $ 166,458 As of June 30, 2022 and December 31, 2021, there was a total amount of $85,000 and $95,000 of long-term prepaid insurance, respectively.

Property and Equipment

Property and Equipment	6 Months Ended
	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment, net consists of the following: June 30, December 31, Machinery and equipment $ 184,149 $ 176,678 Leasehold improvements 12,283 12,283 196,432 188,961 Less: Accumulated depreciation (83,052 ) (65,982 ) Total $ 113,380 $ 122,979 Depreciation expense was $8,695 and $17,070 for the three and six months ended June 30, 2022, respectively. Depreciation expense was $6,505 and $11,838 for the three and six months ended June 30, 2021, respectively.

Intangible Assets, Net

Intangible Assets, Net	6 Months Ended
	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS, NET	NOTE 7 – INTANGIBLE ASSETS, NET The components of the acquired intangible assets were as follows:   June 30, December 31, Average Estimated Life Patent products $  10,277,000 $  10,277,000 3.3 - 15.4 Licenses and trademarks   865,000   865,000 9 Customer relationships   (29,000 )   (29,000 ) 12.5 Intangible assets $ 11,113,000 $ 11,113,000 Less: Accumulated depreciation (577,097 ) (192,423 ) Total $ 10,535,903 $ 10,920,577

Accounts Payable and Accrued Ex

Accounts Payable and Accrued Expenses	6 Months Ended
	Jun. 30, 2022
Accounts Payable and Accrued Expenses [Abstract]
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable as of June 30, 2022 and December 31, 2021 consisted of the following: June 30, December 31, Trade payables $ 1,243,580 $ 1,101,028 Accrued payroll and related expenses 1,398,031 1,593,925 Accrued expenses 188,356 255,820 Customer deposits 1,084 36,491 Total $ 2,831,051 $ 2,987,264

Accounts Payable and Accrued _2

Accounts Payable and Accrued Expenses – Related Party	6 Months Ended
	Jun. 30, 2022
Accounts Payable And Accrued Expenses Related Party [Abstract]
ACCOUNTS PAYABLE AND ACCRUED EXPENSES – RELATED PARTY	NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES – RELATED PARTY Accounts payable related parties as of June 30, 2022 and December 31, 2021 consists of accrued director’s fees in the amount of $75,000.

Convertible Notes Payable - Sho

Convertible Notes Payable - Short Term	6 Months Ended
	Jun. 30, 2022
Convertible Notes Payable, Net [Abstract]
CONVERTIBLE NOTES PAYABLE – SHORT TERM	NOTE 10 – CONVERTIBLE NOTES PAYABLE – SHORT TERM Assumed convertible debt As part of the merger, the Company assumed $891,133 of outstanding convertible debt. During the fourth quarter of 2021, the Company paid off $574,133, and signed an amendment to one of the debt agreements increasing the debt by $20,000, resulting in an outstanding balance of the assumed convertible debt as of December 31, 2021 of $337,000. The assumed convertible debt is made up of the 2019 Note and the Convertible Grid note whose terms are described below. During the three months ended June 30, 2022, the Company converted the Grid Notes totaling $250,000 into common stock, added $33,000 of accrued interest to the 2019 Note principal as per an amendment to the agreement, and paid off $10,000 of principal of the 2019 Note, resulting in a balance of $110,000 at June 30, 2022. 2019 Note On December 31, 2019, the Company entered into a Securities Purchase Agreement and issued and sold to a third party a Convertible Note in the original principal amount of $275,000 (the “Note”), and a warrant to purchase 100,000 shares of the Company’s common stock (the “Warrant”). A one-time interest charge of 8% was applied on December 31, 2019 and will be payable, along with the Principal, on the maturity date. On December 30, 2021, the Company signed an allonge amending the Note extending the maturity date to April 30, 2022 and amending the outstanding balance and payment schedule to provide for two equal payments of $60,000 on March 31, 2022 and April 30, 2022. On March 31, 2022 the Company signed an allonge amending the Note, extending the maturity date to December 31, 2022 and amended the outstanding balance and payment schedule to provide for seven monthly payments of $10,000 plus interest at the rate of 14% per annum. The first monthly payment is payable on June 30, 2022. A final payment of $50,000 plus interest is due upon maturity. During the three months ended June 30, 2022, the Company added accrued interest of $33,000 to the 2019 Note principal as per an amendment to the agreement, and paid off $10,000 of principal of the 2019 Note, resulting in a balance of $110,000 at June 30, 2022. The unpaid outstanding principal amount and accrued and unpaid interest under the Note shall be convertible into shares of the Company’s common stock at any time at the option of the investor. The conversion price was set at the merger to $0.28 which is equal to 80% multiplied by the price per share used in the merger calculations. The Note contains a price-based anti-dilution provision, pursuant to which the conversion price of the Note shall be reduced upon the occurrence of certain dilutive issuances of Company securities as set forth in the Note. The conversion of the Note is also subject to a beneficial ownership limitation of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such conversion. In the event the Company, prior to the maturity date of the Note, issues any Security (as defined in the Note) with any term more favorable to the holder of such Security or with a term in favor of the holder of such Security that was not similarly provided to the Investor, then at the Investor’s option such term shall become a part of the Note. The Company also agreed to provide piggy-back registration rights to the investor pursuant to which the Company shall include all shares issuable upon conversion of the Note on the next registration statement the Company files with the Securities and Exchange Commission. The Note contains events of default which, among other things, entitle the Investor to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Note. Upon the occurrence of any event of default, the outstanding balance shall immediately and automatically increase to 130% of the outstanding balance immediately prior to the event of default, and the conversion price of the Note shall be redefined to equal 65% of the lowest trade accruing during the 10 consecutive Trading Days (as defined in the Note) immediately preceding the applicable Conversion Date (as defined in the Note). Nickolay Kukekov, a director of the Company, and a third party, each has personally guaranteed the repayment of the Note. The Warrant has an exercise price of $1.25 per share (the “Exercise Price”), subject to adjustments as provided in the Warrant, and has a term of five years. The Warrant contains a price-based anti-dilution provision, pursuant to which the exercise price of the Warrant shall be reduced upon the occurrence of certain dilutive issuances of securities as set forth in the Warrant, with a corresponding increase in the number of shares underlying the Warrant if the dilutive event occurs during the first three years of the Warrant, and a cashless exercise provision. The exercise of the Warrant is subject to a beneficial ownership limitation of 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise. Convertible Grid Notes On April 21, 2020, the Company issued a Convertible Grid Promissory Note (the “Caleca Note”) to Thomas J. Caleca (“Caleca”), an existing stockholder of the Company, pursuant to which Caleca agreed to advance to the Company the aggregate principal amount of $125,000 (the “Caleca Aggregate Advance”). The Company also issued to Caleca a common stock purchase warrant (the “Caleca Warrant”), granting Caleca the right to purchase up to 750,000 shares of the Company’s common stock at a per share exercise price of $0.80 (subject to adjustment as set forth in the Caleca Warrant). Also on April 21, 2020, the Company issued a Convertible Grid Promissory Note (the “Brown Note”, and together with the Caleca Note, the “Grid Notes”) to Andrew Brown (“Brown”, and together with Caleca, the “Grid Investors”), an existing stockholder of the Company, pursuant to which Brown agreed to advance to the Company the aggregate principal amount of $125,000 (the “Brown Aggregate Advance”, and together with the Caleca Aggregate Advance, the “Aggregate Advance”). The Company also issued to Brown a common stock purchase warrant (the “Brown Warrant”, and together with the Caleca Warrant, the “Grid Warrants”), granting Brown the right to purchase up to 750,000 shares of the Company’s common stock at a per share exercise price of $0.80 (subject to adjustment as set forth in the Brown Warrant). The Grid Warrants are exercisable at any time commencing on the eighteen-month anniversary of the issuance of the Grid Warrants (as may be accelerated pursuant to the terms of the Grid Warrants) and expiring on the five-year anniversary of the issuance of the Grid Warrants. In 2021, the terms of the Grid Warrants were amended extending the first date of exercise to October 21, 2022. The Grid Notes bear interest on the unpaid balances at a fixed simple rate of twelve percent (12%) per annum (subject to a rate increase if the Company commits an Event of Default (as defined in the Grid Notes)), computed based on a 360-day year of twelve 30-day months, commencing on the date of the respective advance and payable quarterly. The principal amount of the Aggregate Advance, or so much thereof as has been advanced to the Company by the Grid Investors from time to time pursuant to the Grid Notes, was payable on April 21, 2021, which was amended to April 21, 2022. The Company had a total outstanding principal balance of $250,000 as of December 31, 2021 and accrued interest and $28,032 as of December 31, 2021, respectively. During the three months ended June 30, 2022, the Grid Notes and accrued interest were converted into 287,282 shares of common stock. 2022 Notes On June 13, 2022, the Company consummated the first closing of a private placement offering whereby the Company entered into a Securities Purchase Agreement (SPA), dated as of June 13, 2022 with thirteen accredited investors, pursuant to which the investors purchased from the Company, for an aggregate purchase price of $5,110,000, (i) 10% Original Issue Discount Senior Secured Convertible Debentures (the “2022 Notes”), in the principal amount of $5,659,500 and (ii) 18,896,493 warrants to purchase shares of common stock of the Company at the same price as the debt conversion price. In addition, 2,015,626 warrants were issued to the book-runner of this offering (together with the 18,896,493 investor warrants – the “2022 warrants”). The 2022 Notes mature on June 13, 2023 and bear interest at an annual rate of 10%. The 2022 Warrants shall be exercisable at any time on or after the earlier of (i) the maturity date; or (ii) the closing of a registered offering of the Company’s securities for aggregate gross proceeds to the Company of at least $5,000,000, resulting in the listing for trading of the Common Stock on the NYSE American or The Nasdaq Capital Market (the “Qualified Offering”), and on or prior to December 13, 2028 (if no Qualified Offering has been consummated occurred on or prior to the maturity date of the 2022 Notes) or the date that is five years and six months following the closing of the Qualified Offering. The 2022 Notes contain mandatory and voluntary conversion features as follows: (a) Mandatory Conversion. In the event a Qualified Offering is consummated prior to the maturity date of the 2022 Notes, the 2022 Notes automatically convert into shares of Common Stock, immediately upon the occurrence of a Qualified Offering (the “Mandatory Conversion”). The exercise price per share of Common Stock pursuant to the Warrant shall mean, in the case of a Mandatory Conversion, the price of the Common Stock (or unit, if units are offered in the Qualified Offering) in the Qualified Offering. (b) Voluntary Conversion. The holders of the 2022 Notes have the right (subject to the conversion limitations set forth therein) from time following the maturity date and prior to a Mandatory Conversion to convert all or any part of the outstanding and unpaid principal and interest then due under the 2022 Notes into fully paid and non-assessable shares of Common Stock (the “Voluntary Conversion”). The exercise price per share of Common Stock pursuant to the Warrant shall mean, in the case of a Voluntary Conversion, the lower of (i) $0.25 per share or (ii) 75% of the average of the VWAP of the Company’s Common Stock during the ten (10) Trading Day period immediately prior to the maturity date. In connection with the Offering, each of Piezo Motion Corp., and Memory MD, Inc., (the “Company Subsidiaries”) agreed to execute, in favor of the holders of the 2022 Notes, a guarantee to jointly and severally, unconditionally and irrevocably, guarantee to the holders the prompt and complete payment and performance when due of the Company’s obligations pursuant to the SPA. In connection with the Offering, the Company entered into a security agreement by and among the Company, each of the holders and the Company Subsidiaries, whereby the Company agreed to grant each of the holders a security interest in all of the assets of the Company, to secure the prompt payment, performance and discharge in full of all of the Company’s obligations under the 2022 Notes and the Company Subsidiaries’ obligations under the Guarantee. The Company evaluated the terms and conditions of the 2022 Notes under the guidance of ASC 815. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and all additional convertible debentures and warrants are included in the value of the derivative liabilities. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion options and warrants and shares to be issued were recorded as derivative liabilities on the issuance date and revalued at each reporting period. The Company evaluated the fair value of the derivatives utilizing the “with and without scenario” using options pricing models and Monte Carlo simulation, and a probability weighted value. The variables used were remaining life of 0.5 – 1.20 years, exercise price of 0.33-0.36, annual risk-free rates of 2.5%-2.8%, annualized volatility of 100.00% and no expected dividend yield. As at June 30, 2022, the fair value of derivative liabilities in respect of the conversion feature and the warrants were $1,118,000 and $1,023,640, respectively.

Notes Payable

Notes Payable	6 Months Ended
	Jun. 30, 2022
Convertible Notes Payable, Net [Abstract]
NOTES PAYABLE	NOTE 11 – NOTES PAYABLE December 28, 2020 Note On December 28, 2020, the Company entered into a Securities Purchase Agreement (the “December Purchase Agreement”) dated as of December 28, 2020 (the “December 28 Issuance Date”) and issued and sold to an investor a Promissory Note (the “December 28 Note”) in the aggregate principal amount of $300,000. Pursuant to the December Purchase Agreement, in connection with the issuance of the December 28 Note, the Company issued two common stock purchase warrants (separately, “Warrant A” and “Warrant B”, and together, the “December Warrants”) to the investor, allowing the investor to purchase an aggregate of 500,000 shares of the Company’s common stock, with Warrant A being a commitment fee of 250,000 shares of common stock, and Warrant B being fully earned upon issuance as an additional commitment fee of 250,000 shares of common stock, provide that Warrant B is returnable to the Company upon the repayment of the December 28 Note, as an additional incentive for the repayment of the December 28 Note. The net amount received by the Company during the year ended December 31, 2020 was approximately $265,000 after payment of certain fees to the investor or on behalf of the investor. The December 28 Note bears interest commencing on the December 28 Issuance Date at a fixed rate of 12% per annum on any unpaid principal balance, and will be payable, along with the principal amount, on December 28, 2021. A lump-sum interest payment for one year is due on the December 28 Issuance Date and added to the principal balance and payable on the maturity date of the December 28 Note or upon acceleration or by prepayment or otherwise, notwithstanding the number of days which the principal is outstanding. Principal payments shall be made in 6 installments each in the amount of $56,000 commencing 180 days following the Issue Date (as defined in the Note) and continuing thereafter each 30 days for 5 months. The Company recorded debt discount of $300,000 related to the December 28 Note, which was fully amortized as of December 31, 2021. On December 28, 2021, the December 28 Note was amended to add $33,600 of interest, and to amend the payment terms to two equal payments of $184,800 due on February 28, 2022 and March 31, 2022. During the six months ended June 30, 2022, the Company repaid all of the outstanding principal and interest. The December Warrants each have an exercise price of $1.20, subject to customary adjustments, and may be exercised at any time until the three-year anniversary of the December Warrants. The December Warrants include a cashless exercise provision as set forth therein.

Convertible Notes Payable

Convertible Notes Payable	6 Months Ended
	Jun. 30, 2022
Convertible Notes Payable [Abstract]
CONVERTIBLE NOTES PAYABLE	NOTE 12 – CONVERTIBLE NOTES PAYABLE 2021 Notes In conjunction with the closing of the Merger on October 1, 2021, the Company conducted an initial closing under a private offering (the “Offering”) of 10% convertible promissory notes due and payable on April 1, 2023 (the “2021 Notes”). As part of the Offering, the Company exchanged the 2020 Notes and accrued interest as well as additional notes issued in 2021 with the same terms as the 2020 Notes and their accrued interest amounting to $4,328,407, as well as $1,540,508 of debt assumed in the merger into 2021 Notes. At the merger, the Company also issued a convertible promissory note to an investor in the amount of $2,950,000 with proceeds of $2,850,000 net of an original issuance discount, with the same terms as the 2021 Notes. The balance of the debt discount at December 31, 2021 was $83,364. Each holder of the 2021 Notes, provided that the note is still then outstanding, will be issued, on the earlier of (i) the date, if any, upon which the Company’s common stock is listed for trading on the NASDAQ stock exchange (the “Uplist”), and (ii) the date that is eighteen months from the date of issuance, a warrant to purchase an amount of shares of the Company’s common stock, equal to such holder’s Warrant Share Amount. For purposes of the foregoing, a holder’s “Warrant Share Amount” means (i) if such Warrant is issued in connection with the Uplist, one half of the initial principal balance of such Holder’s Note at issuance divided by the lesser of (A) $0.40, and (B) and the greater of (x) $0.20 and (y) one hundred twenty percent (120%) of the closing price for the Company’s common stock on the trading day prior to the date of the Uplist, and (ii) if such Warrant is issued otherwise than in connection with the Uplist, the initial principal balance of such Holder’s Note, divided by the lesser of (A) $0.40, and (B) and the greater of (x) $0.20 and (y) one hundred twenty percent (120%) of the volume weighted average price (“VWAP”) for the Company’s common stock over the five consecutive trading days immediately preceding the date that is eighteen months from the date of issuance. The 2021 Notes contain mandatory and voluntary conversion features as detailed in the agreement. On December 21, 2021, the Company consummated the second closing of the Offering whereby the Company entered into a Securities Purchase Agreement (the “SPA”) with three accredited investors, pursuant to which the investors purchased from the Company, 2021 Notes in the principal amount of $900,000. During the six months ended June 30, 2022, the Company consummated additional closings of the Offering whereby the Company entered into a Securities Purchase Agreement (the “SPA”) with additional investors, pursuant to which the investors purchased from the Company, 2021 Notes in the principal amount of $2,000,000. As of December 31, 2021, the total amount of 2021 Notes principal outstanding was $9,718,915. As part of the issuance of the 2022 Notes, all of the 2021 Notes and accrued interest, as well as an additional 10% discount, was converted into shares of common stock. The holders of the 2021 Notes, in connection with their original investment, will also be entitled to warrants based on 50% coverage of their original investment amount. These warrants will have a term of four years after issuance and an exercise price of $0.25 per share.

Notes Payable _ Related Party

Notes Payable – Related Party	6 Months Ended
	Jun. 30, 2022
Notes Payable – Related Party [Abstract]
NOTES PAYABLE – RELATED PARTY	NOTE 13 – NOTES PAYABLE – RELATED PARTY As part of the October 1, 2021 merger with Piezo Motion Corp. and BRSF Acquisition Corp., the Company assumed $155,530 of related party loans from entities related to the former executives and directors of the Company. When assumed, these loans did not bear interest and had a maturity date of December 31, 2021. On March 9, 2022, the loans were amended to provide for an interest rate of 9% per annum, and to extend the maturity dates to provide for payments of $53,000 with accrued interest on March 31, 2022 and June 1, 2022, and a payment of $49,000 plus accrued interest on August 1, 2022. On May 6, 2022 the payment terms were further amended to payments of $53,000 with accrued interest on May 31, 2022 and August 1, 2022, and a payment of $49,000 plus accrued interest on October 1, 2022.

Leases

Leases	6 Months Ended
	Jun. 30, 2022
Leases [Abstract]
LEASES	NOTE 14 – LEASES The Company has two leases that are accounted for under ASC 842. The Company entered into a lease agreement for office space located in Sarasota, Florida. The term of the lease is for a period of two years commencing on February 1, 2021 and ending on February 1, 2023. The rent is $6,530 per month for year 1, $6,726 per month for year 2 and $6,928 per month for year 3. The Company will account for the lease under ASC 842 whereby the operating lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The Company had a lease agreement with terms up to 2 years for the lease of office space. The assets and liabilities from operating leases were recognized at the commencement date based on the present value of remaining lease payments over the lease term using the Company’s secured incremental borrowing rates or implicit rates, when readily determinable. This lease was settled on January 1, 2022, and the Company recorded a gain of $1,660 in respect of the early settlement. Short-term leases, which have an initial term of 12 months or less, are not recorded on the balance sheet. The Company’s operating lease does not provide an implicit rate that can readily be determined. Therefore, we use a discount rate based on our incremental borrowing rate used at the date closest to lease inception. The Company’s weighted-average remaining lease term relating to its operating leases is 1.7 years, with a weighted-average discount rate of 10.00%. The Company incurred lease expense for its operating leases of $42,993 and $0 which was included in “General and administrative expenses,” for the six months ended June 30, 2022 and 2021, respectively. The following table presents information about the amount and timing of liabilities arising from the Company’s operating lease as of June 30, 2022: Maturity of operating lease liabilities for the following fiscal years: 2022 $ 42,981 2023  88,325 2024  7,378 Total undiscounted finance lease payments 138,684 Less: Imputed interest 9,918 Present value of finance lease liabilities $ 128,766   At June 30, 2022, the operating lease right of use assets was $126,227. Supplemental balance sheet information related to the lease as of June 30, 2022 was: Operating lease right-of-use asset $ 126,227 Lease liability, current portion 78,381 Lease liability, long-term 50,385 Total operating lease liability $ 128,766

Stockholders' Deficit

Stockholders' Deficit	6 Months Ended
	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 15 – STOCKHOLDERS’ DEFICIT Preferred Stock The Company has authorized 10,000,000 shares of undesignated preferred stock with a $0.001 par value. As of June 30, 2022, 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 June 30, 2022, the Company had 105,401,858 shares outstanding or deemed outstanding. In June 2022, as part of the issuance of the 2022 Notes, prior convertible debt and accrued interest was converted into 54,823,855 shares of common stock. Shares Issued for Services In January 2022, the Company issued 360,695 shares to a service provider in respect of $129,850 of outstanding payables. Warrants The following table summarized the warrant activity for the six months ended June 30, 2022: Number Weighted Weighted Aggregate Warrants Shares Price Term Value Balance Outstanding, December 31, 2021 9,258,191 $ 0.45 6.85 $ 304,799 Granted 20,912,119 0.11 5.40 - Forfeited (47,059 ) 1.28 1.23 - Exercised - - - - Expired - - - - Balance Outstanding, June 30, 2022 30,123,251 $ 0.21 5.70 $ 1,339,465 Exercisable, June 30, 2022 7,711,132 $ 0.38 7.08 $ - Equity Incentive Plan As of September 21, 2018, the Company’s board of directors adopted, and stockholders approved the 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan has a 10-year term, which terminates on the day prior to the 10 th On October 1, 2021, the Board of Directors approved the issuance of options to purchase an aggregate of 4,504,214 shares of common stock to an executive and a director. The options have an exercise price of $0.35 per share and vested immediately upon issuance. The options will expire on October 1, 2031. The aggregate fair value of $1,270,188 was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life 5years, (ii) volatility of 115%, (iii) risk free rate of 0.93% (iv) dividend rate of zero, (v) stock price of $0.35, and (vi) exercise price of $0.35. The expense of 1,270,188 was recorded in full upon issuance. On October 21, 2021, the Board of Directors approved the issuance of options to purchase an aggregate of 1,218,248 shares of common stock to the CEO. The options have an exercise price of $0.39 per share with vesting terms of 304,562 vesting on April 21, 2022 and the remainder monthly ratably through October 21, 2023. The options will expire on October 21, 2031. The aggregate fair value of $372,384 was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life of 4.65 years, (ii) volatility of 113.90%, (iii) risk free rate of 1.22% (iv) dividend rate of zero, (v) stock price of $0.39, and (vi) exercise price of $0.39. These options were amended on December 10, 2021 and December 30, 2021 adjusting the exercise price to $0.21 and the vesting schedule to vest equally at the end of each quarter in 2022. The expense will be amortized over the amended vesting period and a total of $36,667 was recorded during the year ended December 31, 2021. On December 10, 2021, the Board of Directors approved the issuance of options to purchase an aggregate of 2,718,247 shares of common stock to certain employees of the Company. The options have an exercise price of $0.21 per share with vesting terms of one quarter vesting on June 10, 2022 and the remainder monthly ratably through December 10, 2023. The options will expire on December 11, 2031. The aggregate fair value of $472,975 was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life of 5 years, (ii) volatility of 116.90%, (iii) risk free rate of 1.26% (iv) dividend rate of zero, (v) stock price of $0.21, and (vi) exercise price of $0.21. These options were amended on December 30, 2021 adjusting the vesting schedule to vest equally at the end of each quarter in 2022. As the share price had increased on the amendment date, the amendment resulted in an increase to the aggregate fair value of $111,166. The increased fair value along with the unamortized portion of the original fair value will be amortized over the amended vesting schedule. A total of $26,574 was recorded during the year ended December 31, 2021. On November 15, 2021, the Board of Directors approved the issuance of options to purchase an aggregate of 1,448,276 shares of common stock to the directors of the Company. The options have an exercise price of $0.29 per share and vest per days in service as members of the board of directors during the quarter, at the end of the quarter with the final quarterly vesting quarter end of December 31, 2022. The options will expire on December 11, 2031. The aggregate fair value of $341,793 was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life of 5.04 years, (ii) volatility of 115.8%, (iii) risk free rate of 1.25% (iv) dividend rate of zero, (v) stock price of $0.29, and (vi) exercise price of $0.29. The expense will be amortized over the vesting period and a total of $28,254 was recorded during the year ended December 31, 2021. On May 19, 2022, the Board of Directors approved the issuance of options to purchase an aggregate of 1,086,129 shares of common stock to certain employees of the Company. The options have an exercise price of $0.31 per share with vesting terms of one quarter/half vesting on November 19, 2022 and the remainder monthly ratably through May 19, 2023. The options will expire on May 19, 2032. The aggregate fair value of $271,324 was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life of 5 years, (ii) volatility of 115.0%, (iii) risk free rate of 2.80% (iv) dividend rate of zero, (v) stock price of $0.31, and (vi) exercise price of $0.31. The expense will be amortized over the vesting period and a total of $31,184 was recorded since issuance and through June 30, 2022. The following table summarized the option activity for the six months ended June 30, 2022: Number Weighted Weighted Aggregate Options Shares Price Term Value Balance Outstanding, December 31, 2021 11,753,422 $ 0.36 9.47 $ 196,825 Granted 1,086,129 0.31 9.89 - Forfeited (476,190 ) 0.21 9.45 - Exercised - - - - Expired - - - - Balance Outstanding, June 30, 2022 12,363,361 $ 0.36 9.04 $ - Exercisable, June 30, 2022 9,028,262 $ 0.40 8.85 $ - For future periods, the remaining value of the stock options totaling approximately $806,779 will be amortized into the statement of operations consistent with the period for which the services will be rendered.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 16 – RELATED PARTY TRANSACTIONS The Company rents office space from a company in which Hassan Kotob, CEO, has an ownership. For the three and six months ended June 30, 2022 and 2021, the Company incurred rental expense of $9,900 and $19,800, respectively, in respect of this office. On November 12, 2021, the Company entered into a Representation Agreement with LOK Corporation International Inc. (“LOK”), a corporation in which Daniel Cloutier, a director, serves as the chief executive officer. Under the Representation Agreement, LOK acts as the worldwide sales manager for our NeuroCap, NeuroEEG and their accessories. LOK is responsible for the evaluation of regional distribution, development, recruitment and training of the distribution network and provide in-country customer support. Fees for the services are 10% of sales occurring through the distribution channels. The contract term is for three years. To date, we have paid LOK approximately $4,750 for training platform development but no other service fees and no commissions.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 17 – COMMITMENTS AND CONTINGENCIES On February 18, 2022, the Company signed an outsourced manufacturing agreement with Bioana, S.A.P.I. DE C.V. The agreement is for three years, ending December 31, 2024 for a minimum order quantity of 10,000 NeuroCaps per annum. Unit cost for the NeuroCap is fixed for the first year ending December 31, 2022. The manufacturing agreement will renew annually unless terminated in writing by one of the parties.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 18 – 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. In August 2022, the Company’s shareholders approved an increase in the number of authorized shares of the Company from 200,000,000 to 750,000,000.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).
Principles of Consolidation	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 subsidiaries, Piezo Motion Corp, Discovery Technology International, Inc., MemoryMD, Inc., MemoryMD – Russia and MemoryMD - Europe. All significant consolidated transactions and balances have been eliminated in consolidation.
Use of Estimates	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, warrants and derivative liabilities.
The Effects of COVID-19	The Effects of COVID-19 The World Health Organization (WHO) declared the coronavirus outbreak a pandemic on January 30, 2020. Since the outbreak in China in December 2019, COVID-19 has expanded its impact to Europe, where all of our operations reside, as well as our employees, suppliers and customers. While the disruption is currently expected to be temporary, there is considerable uncertainty around the duration of the closings and shelter-in-place orders and the ultimate impact of governmental initiatives. However, the financial impact and duration cannot be reasonably estimated at this time.
Cash and Cash Equivalents	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 June 30, 2022 and December 31, 2021, 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 June 30, 2022, and December 31, 2021, the Company had $3,196,350 and $277,989, respectively, in excess over the FDIC insurance limit.
Inventory	nventory Inventory consists of raw material, parts and finished goods that are valued at lower of cost or market using the weighted average method.
Property and Equipment	Property and Equipment Property, plant and equipment are carried at cost. Depreciation is provided on the straight-line method over the assets estimated service lives. Expenditures for maintenance and repairs are charged to expense in the period in which they are incurred, and betterments are capitalized. The cost of assets sold or abandoned and the related accumulated depreciation are eliminated from the accounts and any gains or losses are reflected in the accompanying statements of operations of the respective period. The estimated useful lives range from 3 to 7 years.
Intangible assets, net	Intangible assets, net Intangible assets are measured at cost less accumulated amortization and impairment losses, if any. Intangible assets are amortized on a straight-line basis over their estimated useful lives, which do not exceed the contractual period, if any. The estimated useful lives, residual values, and amortization methods are reviewed at each year end, and any changes in estimates are accounted for prospectively. Patents 3-15 years Licenses and trademarks 9 years Customer relationships 13 years Amortization expense is included in the consolidated income statement within general and administrative expenses. The asset is tested for impairment if there is a trigger for impairment.
Goodwill	Goodwill Goodwill represents the excess of the consideration transferred over the fair value of the net identifiable assets acquired. Goodwill is evaluated for impairment annually or whenever we identify certain triggering events or circumstances that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Events or circumstances that might indicate an interim evaluation is warranted include, among other things, unexpected adverse business conditions, macro and reporting unit specific economic factors (for example, interest rate and foreign exchange rate fluctuations, and loss of key personnel), supply costs, unanticipated competitive activities, and acts by governments and courts.
Convertible Notes Payable	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 at a discount to the common stock at the time of conversion. For certain notes, the conversion features are contingent upon future events, whereby, the holder agreed not to convert until the contingent future event has occurred.
Revenue Recognition	Revenue Recognition 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 receiving a letter of acceptance from the customer. 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, as well as revenue from the sale of goods purchased through manufacturers of medical devices. Primarily all revenues for the six months ended June 30, 2022 are from the sale of medical devices purchased from Neurotech, a related party. Revenues for the six months ended June 30, 2021 of $9,207 related to the sales of evaluation kits.
Research and Development Costs	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 three and six months ended June 30, 2022 were $83,004 and $167,721, respectively. Research and development costs recognized in the statement of operations for the three and six months ended June 30, 2021 were $27,979 and $83,144, respectively.
Sales and Marketing	Sales and Marketing Advertising and marketing costs are expensed as incurred. Advertising and marketing costs recognized in the statement of operations for the three and six months ended June 30, 2022 were $213,781 and $405,252, respectively. Advertising and marketing costs recognized in the statement of operations for the three and six months ended June 30, 2021 were $281,271 and $325,044, respectively.
Stock-based Compensation	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 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 three months ended June 30, 2022 and 2021, 89,244,202, and 0 anti-dilutive securities were excluded from the computation, respectively.
Fair Value of Financial Instruments	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 non-performance. 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. As of June 30, 2022, the Company had a Level 3 financial instrument related to the derivative liabilities related to the issuance of convertible debt and warrants. The Company did not have any other Level 1, Level 2 or Level 3 assets or liabilities as of December 31, 2021.
Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis	Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis Financial liabilities measured at fair value on a recurring basis are summarized below and disclosed on the consolidated balance sheet as of June 30, 2022.
Income Taxes	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 carry forwards. 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 June 30, 2022, and December 31, 2021, the Company had no unrecognized uncertain income tax positions.
Reclassification	Reclassification Certain prior period balances have been reclassified to conform to current year presentation.
Recently Issued Accounting Pronouncements	Recently 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.

Organization and Nature of Op_2

Organization and Nature of Operations (Tables)	6 Months Ended
	Jun. 30, 2022
Organization and Nature of Operations [Abstract]
Schedule of purchase price of the acquisition	Tangible Assets Acquired:  Allocation Net working capital (1,186,622 ) Right of use asset 40,093 Lease liability (46,970 ) Net Tangible Assets Acquired $ (1,193,499 )   Intangible Assets Acquired: Licenses and trademarks Brain Scientific Trade Name 133,000 MemoryMD Trade Name 533,000 Neurocap Trade Name 188,000 Neuro EEG Trade Name 11,000 Customer relationships Customer Relationships (29,000 ) Patent products NeuroCap Developed Technology 10,242,000 NeuroEEG Developed Technology 35,000 Total Fair Value of Assets Acquired $ 11,113,000   Consideration: Fair value of equity received 7,240,222 Liabilities assumed 2,978,152 Loans forgiven 605,311 Goodwill $ 913,184

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Schedule of straight-line basis over their estimated useful lives	Patents 3-15 years Licenses and trademarks 9 years Customer relationships 13 years
Schedule of fair value on a recurring basis	Liabilities Amounts Level 1 Level 2 Level 3 Derivative liability – conversion feature $ 1,118,000 $ - $ - $ 1,118,000 Derivative liability – warrants 1,023,640 - - 1,023,640 Total $ 2,141,640 $ - $ - $ 2,141,640

Inventory (Tables)

Inventory (Tables)	6 Months Ended
	Jun. 30, 2022
Inventory Disclosure [Abstract]
Schedule of inventory	June 30, December 31, Raw materials $ 77,124 $ 93,190 Parts 11,857 11,857 Finished goods 41,899 41,043 Total $ 130,880 $ 146,090

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	6 Months Ended
	Jun. 30, 2022
Prepaid Expenses And Other Current Assets [Abstract]
Schedule of prepaid expenses and other current assets	June 30, December 31, Prepaid insurance $ 68,714 $ 105,900 Other prepaid expenses 152,044 46,170 Lease deposits 14,378 14,378 Other assets - 10 Total $ 235,136 $ 166,458

Property and Equipment (Tables)

Property and Equipment (Tables)	6 Months Ended
	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Schedule of property and equipment, net	June 30, December 31, Machinery and equipment $ 184,149 $ 176,678 Leasehold improvements 12,283 12,283 196,432 188,961 Less: Accumulated depreciation (83,052 ) (65,982 ) Total $ 113,380 $ 122,979

Intangible Assets, Net (Tables)

Intangible Assets, Net (Tables)	6 Months Ended
	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of acquired intangible assets	June 30, December 31, Average Estimated Life Patent products $  10,277,000 $  10,277,000 3.3 - 15.4 Licenses and trademarks   865,000   865,000 9 Customer relationships   (29,000 )   (29,000 ) 12.5 Intangible assets $ 11,113,000 $ 11,113,000 Less: Accumulated depreciation (577,097 ) (192,423 ) Total $ 10,535,903 $ 10,920,577

Accounts Payable and Accrued _3

Accounts Payable and Accrued Expenses (Tables)	6 Months Ended
	Jun. 30, 2022
Accounts Payable and Accrued Expenses [Abstract]
Schedule of accounts payable	June 30, December 31, Trade payables $ 1,243,580 $ 1,101,028 Accrued payroll and related expenses 1,398,031 1,593,925 Accrued expenses 188,356 255,820 Customer deposits 1,084 36,491 Total $ 2,831,051 $ 2,987,264

Leases (Tables)

Leases (Tables)	6 Months Ended
	Jun. 30, 2022
Leases [Abstract]
Schedule of operating maturity of lease liability	Maturity of operating lease liabilities for the following fiscal years: 2022 $ 42,981 2023  88,325 2024  7,378 Total undiscounted finance lease payments 138,684 Less: Imputed interest 9,918 Present value of finance lease liabilities $ 128,766
Schedule of supplemental balance sheet information related to the lease	Operating lease right-of-use asset $ 126,227 Lease liability, current portion 78,381 Lease liability, long-term 50,385 Total operating lease liability $ 128,766

Stockholders' Deficit (Tables)

Stockholders' Deficit (Tables)	6 Months Ended
	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
Schedule of warrant activity	Number Weighted Weighted Aggregate Warrants Shares Price Term Value Balance Outstanding, December 31, 2021 9,258,191 $ 0.45 6.85 $ 304,799 Granted 20,912,119 0.11 5.40 - Forfeited (47,059 ) 1.28 1.23 - Exercised - - - - Expired - - - - Balance Outstanding, June 30, 2022 30,123,251 $ 0.21 5.70 $ 1,339,465 Exercisable, June 30, 2022 7,711,132 $ 0.38 7.08 $ -
Schedule of option activity	Number Weighted Weighted Aggregate Options Shares Price Term Value Balance Outstanding, December 31, 2021 11,753,422 $ 0.36 9.47 $ 196,825 Granted 1,086,129 0.31 9.89 - Forfeited (476,190 ) 0.21 9.45 - Exercised - - - - Expired - - - - Balance Outstanding, June 30, 2022 12,363,361 $ 0.36 9.04 $ - Exercisable, June 30, 2022 9,028,262 $ 0.40 8.85 $ -

Organization and Nature of Op_3

Organization and Nature of Operations (Details) - shares	Jun. 30, 2022	Jun. 11, 2021
Organization and Nature of Operations (Textual)
Shares of common stock		29,520,454
Common stock shares issued	2.93

Organization and Nature of Op_4

Organization and Nature of Operations (Details) - Schedule of purchase price of the acquisition - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Organization and Nature of Operations (Details) - Schedule of purchase price of the acquisition [Line Items]
Goodwill	$ 913,184	$ 913,184
Merger Agreement [Member]
Organization and Nature of Operations (Details) - Schedule of purchase price of the acquisition [Line Items]
Net Tangible Assets Acquired	(1,193,499)
Total Fair Value of Assets Acquired	11,113,000
Fair value of equity received	7,240,222
Liabilities assumed	2,978,152
Loans forgiven	605,311
Goodwill	913,184
Net working capital [Member] | Merger Agreement [Member]
Organization and Nature of Operations (Details) - Schedule of purchase price of the acquisition [Line Items]
Net Tangible Assets Acquired	(1,186,622)
Right of Use Asset [Member] | Merger Agreement [Member]
Organization and Nature of Operations (Details) - Schedule of purchase price of the acquisition [Line Items]
Net Tangible Assets Acquired	40,093
Lease Liability [Member] | Merger Agreement [Member]
Organization and Nature of Operations (Details) - Schedule of purchase price of the acquisition [Line Items]
Net Tangible Assets Acquired	(46,970)
Brain Scientific Trade Name [Member] | Merger Agreement [Member]
Organization and Nature of Operations (Details) - Schedule of purchase price of the acquisition [Line Items]
Total Fair Value of Assets Acquired	133,000
MemoryMD Trade Name [Member] | Merger Agreement [Member]
Organization and Nature of Operations (Details) - Schedule of purchase price of the acquisition [Line Items]
Total Fair Value of Assets Acquired	533,000
Neurocap Trade Name [Member] | Merger Agreement [Member]
Organization and Nature of Operations (Details) - Schedule of purchase price of the acquisition [Line Items]
Total Fair Value of Assets Acquired	188,000
Neuro EEG Trade Name [Member] | Merger Agreement [Member]
Organization and Nature of Operations (Details) - Schedule of purchase price of the acquisition [Line Items]
Total Fair Value of Assets Acquired	11,000
Customer Relationships [Member] | Merger Agreement [Member]
Organization and Nature of Operations (Details) - Schedule of purchase price of the acquisition [Line Items]
Total Fair Value of Assets Acquired	(29,000)
NeuroEEG Developed Technology [Member] | Merger Agreement [Member]
Organization and Nature of Operations (Details) - Schedule of purchase price of the acquisition [Line Items]
Total Fair Value of Assets Acquired	35,000
NeuroCap Developed Technology [Member] | Merger Agreement [Member]
Organization and Nature of Operations (Details) - Schedule of purchase price of the acquisition [Line Items]
Total Fair Value of Assets Acquired	$ 10,242,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Summary of Significant Accounting Policies (Textual)
Cash, FDIC insured amount	$ 250,000		$ 250,000
Excess cash	3,196,350		3,196,350		$ 277,989
Revenues	38,464	$ 7,732	198,052	$ 9,207
Research and development costs	83,004	27,979	167,721	83,144
Advertising and marketing costs	$ 213,781	$ 281,271	$ 405,252	$ 325,044
Anti-dilutive securities shares (in Shares)	89,244,202	0
Income tax benefit, percentage			50%
Minimum [Member]
Summary of Significant Accounting Policies (Textual)
Estimated useful lives			3 years
Maximum [Member]
Summary of Significant Accounting Policies (Textual)
Estimated useful lives			7 years

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of straight-line basis over their estimated useful lives	6 Months Ended
	Jun. 30, 2022
Summary of Significant Accounting Policies (Details) - Schedule of straight-line basis over their estimated useful lives [Line Items]
Licenses and trademarks	9 years
Customer relationships	13 years
Minimum [Member]
Summary of Significant Accounting Policies (Details) - Schedule of straight-line basis over their estimated useful lives [Line Items]
Patents	3 years
Maximum [Member]
Summary of Significant Accounting Policies (Details) - Schedule of straight-line basis over their estimated useful lives [Line Items]
Patents	15 years

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of fair value on a recurring basis	6 Months Ended
	Jun. 30, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liability – conversion feature	$ 1,118,000
Derivative liability – warrants	1,023,640
Total	2,141,640
Level 1 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liability – conversion feature
Derivative liability – warrants
Total
Level 2 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liability – conversion feature
Derivative liability – warrants
Total
Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liability – conversion feature	1,118,000
Derivative liability – warrants	1,023,640
Total	$ 2,141,640

Going Concern (Details)

Going Concern (Details)	6 Months Ended
	Jun. 30, 2022 USD ($)
Going Concern [Abstract]
Revenues	$ 198,052
Net loss	4,674,929
Net cash used in operations	3,272,138
Working capital deficit	26,952,530
Stockholders deficit	$ 2,726,793

Inventory (Details) - Schedule

Inventory (Details) - Schedule of inventory - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Schedule of inventory [Abstract]
Raw materials	$ 77,124	$ 93,190
Parts	11,857	11,857
Finished goods	41,899	41,043
Total	$ 130,880	$ 146,090

Prepaid Expenses and Other Cu_3

Prepaid Expenses and Other Current Assets (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Prepaid Expenses And Other Current Assets [Abstract]
Long term prepaid insurance	$ 85,000	$ 95,000

Prepaid Expenses and Other Cu_4

Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expenses and other current assets - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Schedule of prepaid expenses and other current assets [Abstract]
Prepaid insurance	$ 68,714	$ 105,900
Other prepaid expenses	152,044	46,170
Lease deposits	14,378	14,378
Other assets		10
Total	$ 235,136	$ 166,458

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 8,695	$ 6,505	$ 17,070	$ 11,838

Property and Equipment (Detai_2

Property and Equipment (Details) - Schedule of property and equipment, net - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 196,432	$ 188,961
Less: Accumulated depreciation	(83,052)	(65,982)
Property snd Equipment, net	113,380	122,979
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment	184,149	176,678
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment	$ 12,283	$ 12,283

Intangible Assets, Net (Details

Intangible Assets, Net (Details) - Schedule of acquired intangible assets - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Intangible assets	$ 11,113,000	$ 11,113,000
Average Estimated Life	9 years
Less: Accumulated depreciation	$ (577,097)	(192,423)
Total	10,535,903	10,920,577
Patent products [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets	$ 10,277,000	10,277,000
Patent products [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Average Estimated Life	3 years 3 months 18 days
Patent products [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Average Estimated Life	15 years 4 months 24 days
Licenses and trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets	$ 865,000	865,000
Average Estimated Life	9 years
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets	$ (29,000)	$ (29,000)
Average Estimated Life	12 years 6 months

Accounts Payable and Accrued _4

Accounts Payable and Accrued Expenses (Details) - Schedule of accounts payable - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Schedule of accounts payable [Abstract]
Trade payables	$ 1,243,580	$ 1,101,028
Accrued payroll and related expenses	1,398,031	1,593,925
Accrued expenses	188,356	255,820
Customer deposits	1,084	36,491
Total	$ 2,831,051	$ 2,987,264

Accounts Payable and Accrued _5

Accounts Payable and Accrued Expenses – Related Party (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Accounts Payable And Accrued Expenses Related Party [Abstract]
Accrued director’s fees amount	$ 75,000	$ 75,000

Convertible Notes Payable - S_2

Convertible Notes Payable - Short Term (Details) - USD ($)		1 Months Ended			3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 13, 2022	Dec. 30, 2021	Apr. 21, 2020	Dec. 31, 2019	Jun. 30, 2022	Jun. 30, 2022	Dec. 31, 2021	Jun. 01, 2022	Mar. 31, 2022	Dec. 28, 2021
Convertible Notes Payable - Short Term (Details) [Line Items]
Converted notes					$ 250,000
Accrued interest					33,000
Agreement paid					10,000	$ 10,000				$ 33,600
Principal balance						110,000
Accrued interest					33,000	33,000		$ 53,000	$ 53,000
Paid principal amount						10,000
Balance amount					$ 110,000	$ 110,000
Convertible Notes Payable, description.						The conversion price was set at the merger to $0.28 which is equal to 80% multiplied by the price per share used in the merger calculations.The Note contains a price-based anti-dilution provision, pursuant to which the conversion price of the Note shall be reduced upon the occurrence of certain dilutive issuances of Company securities as set forth in the Note. The conversion of the Note is also subject to a beneficial ownership limitation of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such conversion. In the event the Company, prior to the maturity date of the Note, issues any Security (as defined in the Note) with any term more favorable to the holder of such Security or with a term in favor of the holder of such Security that was not similarly provided to the Investor, then at the Investor’s option such term shall become a part of the Note. The Company also agreed to provide piggy-back registration rights to the investor pursuant to which the Company shall include all shares issuable upon conversion of the Note on the next registration statement the Company files with the Securities and Exchange Commission. The Note contains events of default which, among other things, entitle the Investor to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Note. Upon the occurrence of any event of default, the outstanding balance shall immediately and automatically increase to 130% of the outstanding balance immediately prior to the event of default, and the conversion price of the Note shall be redefined to equal 65% of the lowest trade accruing during the 10 consecutive Trading Days (as defined in the Note) immediately preceding the applicable Conversion Date (as defined in the Note). Nickolay Kukekov, a director of the Company, and a third party, each has personally guaranteed the repayment of the Note. The Warrant has an exercise price of $1.25 per share (the “Exercise Price”), subject to adjustments as provided in the Warrant, and has a term of five years. The Warrant contains a price-based anti-dilution provision, pursuant to which the exercise price of the Warrant shall be reduced upon the occurrence of certain dilutive issuances of securities as set forth in the Warrant, with a corresponding increase in the number of shares underlying the Warrant if the dilutive event occurs during the first three years of the Warrant, and a cashless exercise provision. The exercise of the Warrant is subject to a beneficial ownership limitation of 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.
Principle amount			$ 125,000
Warrant purchase shares (in Shares)			750,000
Securities purchase agreement description	the Company consummated the first closing of a private placement offering whereby the Company entered into a Securities Purchase Agreement (SPA), dated as of June 13, 2022 with thirteen accredited investors, pursuant to which the investors purchased from the Company, for an aggregate purchase price of $5,110,000, (i) 10% Original Issue Discount Senior Secured Convertible Debentures (the “2022 Notes”), in the principal amount of $5,659,500 and (ii) 18,896,493 warrants to purchase shares of common stock of the Company at the same price as the debt conversion price. In addition, 2,015,626 warrants were issued to the book-runner of this offering (together with the 18,896,493 investor warrants – the “2022 warrants”). The 2022 Notes mature on June 13, 2023 and bear interest at an annual rate of 10%.
Gross proceeds						$ 5,000,000
Per share (in Dollars per share)					$ 0.25	$ 0.25
Voluntary conversion percentage						75%
Annualized volatility percentage						100%
Conversion feature						$ 1,118,000
Warrants						$ 1,023,640
Common Stock [Member]
Convertible Notes Payable - Short Term (Details) [Line Items]
Shares issued (in Shares)					287,282
Minimum [Member]
Convertible Notes Payable - Short Term (Details) [Line Items]
Remaining life term						6 months
Exercise price (in Dollars per share)						$ 0.33
Annual risk-free rates						2.50%
Maximum [Member]
Convertible Notes Payable - Short Term (Details) [Line Items]
Remaining life term						1 year 2 months 12 days
Annual risk-free rates						2.80%
Assumed convertible debt [Member]
Convertible Notes Payable - Short Term (Details) [Line Items]
Outstanding convertible debt					$ 891,133	$ 891,133
Convertable notes payable amount paid							$ 574,133
Increasing debt							20,000
Convertible debt							337,000
2019 Note [Member]
Convertible Notes Payable - Short Term (Details) [Line Items]
Original principal amount				$ 275,000
Purchase of common stock (in Shares)				100,000
Interest charged percentage				8%
Convertible notes payable, description		the Company signed an allonge amending the Note extending the maturity date to April 30, 2022 and amending the outstanding balance and payment schedule to provide for two equal payments of $60,000 on March 31, 2022 and April 30, 2022. On March 31, 2022 the Company signed an allonge amending the Note, extending the maturity date to December 31, 2022 and amended the outstanding balance and payment schedule to provide for seven monthly payments of $10,000 plus interest at the rate of 14% per annum. The first monthly payment is payable on June 30, 2022. A final payment of $50,000 plus interest is due upon maturity.
Convertible Grid Notes [Member]
Convertible Notes Payable - Short Term (Details) [Line Items]
Principle amount			$ 125,000
Warrant purchase shares (in Shares)			750,000
Exercise price (in Dollars per share)			$ 0.8
Warrant exercise price per share (in Dollars per share)			$ 0.8
Debt interest rate						12%
Outstanding principal balance							250,000
Accrued interest							$ 28,032

Notes Payable (Details)

Notes Payable (Details) - USD ($)	1 Months Ended		6 Months Ended
	Dec. 28, 2021	Dec. 28, 2020	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Notes Payable (Details) [Line Items]
Interest payment term		1 year
Installment amount		$ 56,000
Debt instrument amount			$ 102,530	$ 300,000
Interest payment amount	$ 33,600		10,000
Aggregate payment	$ 184,800		$ 53,000
Exercise price (in Dollars per share)			$ 0.25
Warrant [Member]
Notes Payable (Details) [Line Items]
Exercise price (in Dollars per share)			$ 1.2
Securities Purchase Agreement [Member]
Notes Payable (Details) [Line Items]
Aggregate purchase payment		$ 300,000			$ 265,000
Purchase of aggregate shares (in Shares)		500,000
Additional commitment fee		$ 250,000
Fixed interest rate		12%
Securities Purchase Agreement [Member] | Warrant [Member]
Notes Payable (Details) [Line Items]
Purchase of aggregate shares (in Shares)		250,000

Convertible Notes Payable (Deta

Convertible Notes Payable (Details) - USD ($)		6 Months Ended	12 Months Ended
	Oct. 01, 2021	Jun. 30, 2022	Dec. 31, 2021	Dec. 21, 2021
Convertible Notes Payable (Details) [Line Items]
Accrued interest amount	$ 4,328,407
Debt assumed amount	1,540,508
Investor amount	2,950,000
Debt issuance cost	$ 2,850,000
Debt discount			$ 83,364
Outstanding principal balance amount		$ 2,000,000
Additional discount percentage			10%
Percentage of warrants based coverage			50%
Warrants term			4 years
Warrants exercise price (in Dollars per share)			$ 0.25
Common Stock [Member]
Convertible Notes Payable (Details) [Line Items]
Issuance interest rate		120%
Warrant [Member]
Convertible Notes Payable (Details) [Line Items]
Issuance interest rate		120%
Class A Common Stock [Member]
Convertible Notes Payable (Details) [Line Items]
Issuance price (in Dollars per share)		$ 0.4
Class A Common Stock [Member] | Warrant [Member]
Convertible Notes Payable (Details) [Line Items]
Issuance price (in Dollars per share)		0.4
Class B Common Stock [Member]
Convertible Notes Payable (Details) [Line Items]
Issuance price (in Dollars per share)		0.2
Class B Common Stock [Member] | Warrant [Member]
Convertible Notes Payable (Details) [Line Items]
Issuance price (in Dollars per share)		$ 0.2
Merger Agreement [Member]
Convertible Notes Payable (Details) [Line Items]
Promissory note interest rate	10%
Securities Purchase Agreement [Member]
Convertible Notes Payable (Details) [Line Items]
Debt instrument amount				$ 900,000
Outstanding principal balance amount			$ 9,718,915

Notes Payable _ Related Party (

Notes Payable – Related Party (Details) - USD ($)	1 Months Ended	6 Months Ended
	Dec. 28, 2021	Jun. 30, 2022	Oct. 01, 2022	Aug. 01, 2022	Jun. 01, 2022	May 31, 2022	Mar. 31, 2022	Mar. 09, 2022	Dec. 31, 2021	Oct. 01, 2021
Notes Payable – Related Party (Details) [Line Items]
Related party loans										$ 155,530
Interest rate								9%
Accrued interest		$ 33,000			$ 53,000		$ 53,000
Debt instrument payment						$ 53,000
Repaid outstanding amount	$ 184,800	53,000
Outstanding balance amount		$ 102,530							$ 300,000
Subsequent Event [Member]
Notes Payable – Related Party (Details) [Line Items]
Debt instrument payment				$ 53,000
Forecast [Member]
Notes Payable – Related Party (Details) [Line Items]
Payment of accrued interest				$ 49,000
Debt instrument payment			$ 49,000

Leases (Details)

Leases (Details) - USD ($)		6 Months Ended
	Jan. 01, 2022	Jun. 30, 2022	Jun. 30, 2021
Leases (Details) [Line Items]
Finance lease, description		The term of the lease is for a period of two years commencing on February 1, 2021 and ending on February 1, 2023. The rent is $6,530 per month for year 1, $6,726 per month for year 2 and $6,928 per month for year 3. The Company will account for the lease under ASC 842 whereby the operating lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date.
Lease terms of office space		2 years
Lease amount	$ 1,660
Weighted-average remaining lease term		1 year 8 months 12 days
Weighted-average remaining discount rate		10%
Operating lease right of use assets		$ 126,227
General and administrative expenses [Member]
Leases (Details) [Line Items]
Operating leases expenses		$ 42,993	$ 0

Leases (Details) - Schedule of

Leases (Details) - Schedule of operating maturity of lease liability	Jun. 30, 2022 USD ($)
Schedule of operating maturity of lease liability [Abstract]
2022	$ 42,981
2023	88,325
2024	7,378
Total undiscounted finance lease payments	138,684
Less: Imputed interest	9,918
Present value of finance lease liabilities	$ 128,766

Leases (Details) - Schedule o_2

Leases (Details) - Schedule of supplemental balance sheet information related to the lease - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Schedule of supplemental balance sheet information related to the lease [Abstract]
Operating lease right-of-use asset	$ 126,227	$ 191,702
Lease liability, current portion	78,381
Lease liability, long-term	50,385	$ 91,089
Total operating lease liability	$ 128,766

Stockholders' Deficit (Details)

Stockholders' Deficit (Details) - USD ($)						1 Months Ended	6 Months Ended
	Dec. 10, 2021	Nov. 15, 2021	Oct. 21, 2021	Oct. 01, 2021	Sep. 21, 2018	May 19, 2022	Jun. 30, 2022	Jan. 31, 2022	Dec. 31, 2021
Stockholders' Deficit (Textual)
Preferred stock, shares authorized							10,000,000		10,000,000
Preferred stock, par value							$ 0.001		$ 0.001
Common stock, shares authorized							200,000,000		200,000,000
Common stock, par value							$ 0.001		$ 0.001
Voting rights							one
Common stock converted shares							54,823,855
Shares issued								360,695
Outstanding payables								$ 129,850
Equity incentive plan, description					the Company’s board of directors adopted, and stockholders approved the 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan has a 10-year term, which terminates on the day prior to the 10th anniversary of its adoption by the Board. Under the 2018 Plan, the Company may grant equity-based incentive awards, including options, restricted stock, and other stock-based awards, to any directors, employees, advisers, and consultants that provide services to the Company. The vesting period, term and exercise price will be determined at the time of the grant. An aggregate of up to 3,500,000 of the Company’s common stock was reserved for issuance under the 2018 Plan. On July 15, 2021 the Company’s board of directors increased the number of shares of common stock authorized for grant from 3,500,000 to 8,000,000. As of June 30, 2022, the Company has granted and has 7,859,147 options outstanding, as well as 107,876 shares of restricted common stock issued under the 2018 Plan.
Purchase aggregate, description	the Board of Directors approved the issuance of options to purchase an aggregate of 2,718,247 shares of common stock to certain employees of the Company. The options have an exercise price of $0.21 per share with vesting terms of one quarter vesting on June 10, 2022 and the remainder monthly ratably through December 10, 2023. The options will expire on December 11, 2031. The aggregate fair value of $472,975 was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life of 5 years, (ii) volatility of 116.90%, (iii) risk free rate of 1.26% (iv) dividend rate of zero, (v) stock price of $0.21, and (vi) exercise price of $0.21. These options were amended on December 30, 2021 adjusting the vesting schedule to vest equally at the end of each quarter in 2022. As the share price had increased on the amendment date, the amendment resulted in an increase to the aggregate fair value of $111,166. The increased fair value along with the unamortized portion of the original fair value will be amortized over the amended vesting schedule. A total of $26,574 was recorded during the year ended December 31, 2021	the Board of Directors approved the issuance of options to purchase an aggregate of 1,448,276 shares of common stock to the directors of the Company. The options have an exercise price of $0.29 per share and vest per days in service as members of the board of directors during the quarter, at the end of the quarter with the final quarterly vesting quarter end of December 31, 2022. The options will expire on December 11, 2031. The aggregate fair value of $341,793 was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life of 5.04 years, (ii) volatility of 115.8%, (iii) risk free rate of 1.25% (iv) dividend rate of zero, (v) stock price of $0.29, and (vi) exercise price of $0.29. The expense will be amortized over the vesting period and a total of $28,254 was recorded during the year ended December 31, 2021.	the Board of Directors approved the issuance of options to purchase an aggregate of 1,218,248 shares of common stock to the CEO. The options have an exercise price of $0.39 per share with vesting terms of 304,562 vesting on April 21, 2022 and the remainder monthly ratably through October 21, 2023. The options will expire on October 21, 2031. The aggregate fair value of $372,384 was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life of 4.65 years, (ii) volatility of 113.90%, (iii) risk free rate of 1.22% (iv) dividend rate of zero, (v) stock price of $0.39, and (vi) exercise price of $0.39. These options were amended on December 10, 2021 and December 30, 2021 adjusting the exercise price to $0.21 and the vesting schedule to vest equally at the end of each quarter in 2022. The expense will be amortized over the amended vesting period and a total of $36,667 was recorded during the year ended December 31, 2021.	the Board of Directors approved the issuance of options to purchase an aggregate of 4,504,214 shares of common stock to an executive and a director. The options have an exercise price of $0.35 per share and vested immediately upon issuance. The options will expire on October 1, 2031. The aggregate fair value of $1,270,188 was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life 5years, (ii) volatility of 115%, (iii) risk free rate of 0.93% (iv) dividend rate of zero, (v) stock price of $0.35, and (vi) exercise price of $0.35. The expense of 1,270,188 was recorded in full upon issuance.		the Board of Directors approved the issuance of options to purchase an aggregate of 1,086,129 shares of common stock to certain employees of the Company. The options have an exercise price of $0.31 per share with vesting terms of one quarter/half vesting on November 19, 2022 and the remainder monthly ratably through May 19, 2023. The options will expire on May 19, 2032. The aggregate fair value of $271,324 was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life of 5 years, (ii) volatility of 115.0%, (iii) risk free rate of 2.80% (iv) dividend rate of zero, (v) stock price of $0.31, and (vi) exercise price of $0.31.
Stock option remaining value							$ 806,779
Common Stock [Member]
Stockholders' Deficit (Textual)
Shares outstanding							105,401,858

Stockholders' Deficit (Detail_2

Stockholders' Deficit (Details) - Schedule of warrant activity - Warrant [Member]	6 Months Ended
	Jun. 30, 2022 USD ($) $ / shares shares
Class of Warrant or Right [Line Items]
Warrants Number of Shares outstanding at beginning balance | shares	9,258,191
Warrants Weighted Average Exercise Price outstanding at beginning balance | $ / shares	$ 0.45
Warrants Weighted Average Remaining Contractual Term outstanding at beginning balance	6 years 10 months 6 days
Warrants Warrant Aggregate Intrinsic Value outstanding at beginning | $	$ 304,799
Granted Number of Shares | shares	20,912,119
Granted Weighted Average Exercise Price | $ / shares	$ 0.11
Granted Weighted Average Remaining Contractual Term	5 years 4 months 24 days
Forfeited Number of Shares | shares	(47,059)
Forfeited Weighted Average Exercise Price | $ / shares	$ 1.28
Forfeited Weighted Average Remaining Contractual Term	1 year 2 months 23 days
Warrants Number of Shares outstanding at ending balance | shares	30,123,251
Warrants Weighted Average Exercise Price outstanding at ending balance | $ / shares	$ 0.21
Warrants Weighted Average Remaining Contractual Term outstanding at ending balance	5 years 8 months 12 days
Warrants Warrant Aggregate Intrinsic Value outstanding at ending | $	$ 1,339,465
Warrants Number of Shares exercisable at ending | shares	7,711,132
Warrants Weighted Average Exercise Price exercisable at ending | $ / shares	$ 0.38
Warrants Weighted Average Remaining Contractual Term exercisable at ending	7 years 29 days
Warrants Warrant Aggregate Intrinsic Value exercisable at ending | $

Stockholders' Deficit (Detail_3

Stockholders' Deficit (Details) - Schedule of option activity - Options [Member]	6 Months Ended
	Jun. 30, 2022 USD ($) $ / shares shares
Stockholders' Deficit (Details) - Schedule of option activity [Line Items]
Option Number of Shares outstanding at beginning | shares	11,753,422
Option Weighted Average Exercise Price outstanding | $ / shares	$ 0.36
Option Weighted Average Remaining Contractual Term outstanding at beginning	9 years 5 months 19 days
Option Aggregate Intrinsic Value outstanding at beginning | $	$ 196,825
Granted Number of Shares | shares	1,086,129
Granted Weighted Average Exercise Price | $ / shares	$ 0.31
Granted Weighted Average Remaining Contractual Term	9 years 10 months 20 days
Forfeited Number of Shares | shares	(476,190)
Forfeited Weighted Average Exercise Price | $ / shares	$ 0.21
Forfeited Weighted Average Remaining Contractual Term	9 years 5 months 12 days
Option Number of Shares outstanding at ending | shares	12,363,361
Option Weighted Average Exercise Price outstanding at ending | $ / shares	$ 0.36
Option Weighted Average Remaining Contractual Term outstanding at ending	9 years 14 days
Option Aggregate Intrinsic Value outstanding at ending | $
Option Number of Shares exercisable at ending | shares	9,028,262
Option Weighted Average Exercise Price exercisable at ending | $ / shares	$ 0.4
Option Weighted Average Remaining Contractual Term exercisable at ending	8 years 10 months 6 days
Option Aggregate Intrinsic Value exercisable at ending | $

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Related Party Transactions [Abstract]
Rental expense	$ 9,900	$ 19,800
Service percentage	10%
Training platform development	$ 4,750

Commitments and Contingencies (

Commitments and Contingencies (Details)	1 Months Ended
	Feb. 18, 2022
Commitments and Contingencies (Textual)
Commitments and contingencies description	the Company signed an outsourced manufacturing agreement with Bioana, S.A.P.I. DE C.V. The agreement is for three years, ending December 31, 2024 for a minimum order quantity of 10,000 NeuroCaps per annum. Unit cost for the NeuroCap is fixed for the first year ending December 31, 2022. The manufacturing agreement will renew annually unless terminated in writing by one of the parties.

Subsequent Events (Details)

Subsequent Events (Details)	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
Number of authorized, description	In August 2022, the Company’s shareholders approved an increase in the number of authorized shares of the Company from 200,000,000 to 750,000,000.