SS Innovations International (SSII) 10-Q 14 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 13, 2017
Document And Entity Information
Entity Registrant Name	AVRA Medical Robotics, Inc.
Entity Central Index Key	1,676,163
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		20,644,746
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,017

CONDENSED BALANCE SHEETS (UNAUD

CONDENSED BALANCE SHEETS (UNAUDITED) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
CURRENT ASSETS:
Cash and cash equivalents	$ 520,855	$ 248,219
Other prepaid expenses and deposit	1,682	465
Total Current Assets	522,537	248,684
EQUIPMENT	4,174
Accumulated depreciation	(580)
EQUIPMENT, net	3,594
OTHER ASSETS
Intellectual Property	43,548	43,548
TOTAL ASSETS	569,679	292,232
CURRENT LIABILITIES:
Accounts Payable	1,450	54,827
Accrued expenses	131,466	90,588
Due to majority shareholder		21,877
Promissory Notes		480,000
Total Current Liabilities	132,916	647,292
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, 5,000,000 shares authorized, $.0001 par value, none issued or outstanding
Common stock, 100,000,000 shares authorized, $.0001 par value, 20,644,746 and 19,000,000 issued and outstanding, respectively	2,064	1,900
Stock subscriptions receivable	(81,185)
Additional paid-in capital	1,564,692	128,088
Accumulated Deficit	(1,048,808)	(485,048)
Total Stockholders' Equity (Deficit)	436,763	356,960
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 569,679	$ (292,232)

CONDENSED BALANCE SHEETS (UNAU3

CONDENSED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized	100,000,000	100,000,000
Common stock, issued	20,644,746	19,000,000
Common stock, outstanding	20,644,746	19,000,000
Preferred stock, par value (in dollar pers share)	$ 0.0001	$ 0.0001
Preferred stock, authorized	5,000,000	5,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Statement [Abstract]
REVENUES
OPERATING EXPENSES
Research and Development	6,067	54,436	57,208	81,654
General and Administrative	165,008	182,464	479,589	194,982
Total Operating Expenses	171,075	236,900	536,797	276,636
OTHER INCOME AND (EXPENSES)
Interest Earned	8	12	38	14
Interest Expense	(9,000)	(9,978)	(27,000)	(13,520)
Total Other Income and (Expenses)	(8,992)	(9,966)	(26,962)	(13,506)
LOSS BEFORE INCOME TAXES	(180,067)	(246,866)	(563,759)	(290,142)
PROVISION FOR INCOME TAXES
NET LOSS	$ (180,067)	$ (246,866)	$ (563,759)	$ (290,142)
BASIC AND DILUTED LOSS PER SHARE (in dollars per share)	$ (0.01)	$ (0.01)	$ (0.03)	$ (0.02)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING BASIC AND DILUTED (in shares)	19,249,637	19,000,000	19,165,465	18,332,527

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$ (563,759)	$ (290,142)
Adjustments to reconcile net loss to net cash (used) provided in operating activities:
Depreciation Expense	580
Stock compensation expense	47,632	93,914
Changes in operating assets and liabilities:
Increase in prepaid expenses	(1,217)	(7,183)
Increase in accounts payable and accrued expenses	219,376	50,427
Net Cash (Used) Provided in Operating Activities	(297,388)	(152,984)
INVESTING ACTIVITIES
Purchase of Intellectual Property		(43,548)
Equipment acquisition	(4,174)
Net Cash Used in Investing Activities	(4,174)	(43,548)
FINANCING ACTIVITIES
Increase in Promissory Notes		480,000
Increase (decrease) of shareholder loans	(21,877)	3,848
Sale of common stock for cash	596,075	1,310
Net Cash Provided by Financing Activities	574,198	485,158
(DECREASE) IN CASH AND CASH EQUIVALENTS	272,636	288,626
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	248,219	100
CASH AND CASH EQUIVALENTS AT END OF PERIOD	520,855	288,726
SUPPLEMENTAL INFORMATION OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Cash paid for interest
Noncash financing activities:
Related party accrued expenses converted into common stock	231,876
Related party note payable converted into common stock	$ 480,000

CONDENSED FINANCIAL STATEMENTS

CONDENSED FINANCIAL STATEMENTS	9 Months Ended
	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
CONDENSED FINANCIAL STATEMENTS	NOTE 1 – CONDENSED FINANCIAL STATEMENTS AVRA Medical Robotics, Inc. (the “ Company AVRA In the opinion of the Company the accompanying unaudited condensed financial statements prepared in accordance with instructions for Form 10-Q, include all adjustments (consisting only of normal recurring accruals) which are necessary for a fair presentation of the results for the periods presented, Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that the condensed financial statements be read in conjunction with the Company’s S-1 Registration Statement (File No. 333-216054). The Balance Sheet as of December 31, 2016 was derived from audited financial statements as of that date. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the full year. The accompanying financial statements are prepared on the basis of accounting principles generally accepted in the United States of America (“ GAAP The accompanying financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital, or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

RECENT ACCOUNTING PRONOUNCEMENT

RECENT ACCOUNTING PRONOUNCEMENTS	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
RECENT ACCOUNTING PRONOUNCEMENTS	NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS The Company does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, will have a material effect on the Company’s financial position, results of operations and cash flows.

RESEARCH COLLABORATION AGREEMEN

RESEARCH COLLABORATION AGREEMENT	9 Months Ended
	Sep. 30, 2017
Research Collaboration Agreement
Research collaboration agreement	NOTE 3 – Research collaboration agreement Effective May 1, 2016, the Company entered into a Research Agreement (the “ Research Agreement UCF University The Agreement provides that the University will provide personnel to accomplish the objectives as stated in the Statement of Work over a period extending to September 30, 2017. The Company agreed to extend funding of $163,307 from AVRA’s existing funds. In addition, AVRA has paid $43,548 for outright ownership of the University’s Intellectual Property resulting from the collaboration, which amount is shown as Intellectual Property. Management has assessed the carrying value of the asset and believes there has been no diminution of its value and accordingly, no adjustment is necessary. The total cost to the Company is: Research Expense -funded from existing funds $ 163,307 Acquisition of Intellectual Property Rights 43,548 Total $ 206,855 At December 31, 2016, $125,202 had been paid under the Agreement. The balance of the amount owing to the University was fully paid on February 24, 2017 and April 7, 2017. Additionally, a $68,952 matching funds grant from the Florida High Tech Corridor Council (FHTCC) was approved on July 16, 2016 which will provide the University research funds in addition to the Company’s funding obligation to the University. The FHTCC research grant is subject to certain research obligations and action requirements which if not met may result in the loss of the FHTCC research funding which would require the Company to cover any resulting shortfall. The agreement further provides for the payment of a 1% royalty to the University in any year when the sales of products using the intellectual property exceeds $20,000,000.

ACCRUED EXPENSES

ACCRUED EXPENSES	9 Months Ended
	Sep. 30, 2017
Payables and Accruals [Abstract]
ACCRUED EXPENSES	NOTE 4 – ACCRUED EXPENSES Accrued Expenses include $67,825 and $67,500 in accrued compensation to two officers at September 30, 2017 and three officers at December 31, 2016, respectively.

PROMISSORY NOTES

PROMISSORY NOTES	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
PROMISSORY NOTES	NOTE 5 – PROMISSORY NOTES During the year ended December 31, 2016, the Company borrowed $480,000 under 7.5% Convertible Promissory Notes (the “ Notes Qualified Financing Based upon the completion by the Company on September 30, 2017 of a private offering of 433,808 shares at a price of $1.25 per share (an aggregate of $542,260) a Qualified Financing occurred and the $480,000 principal amount of the Notes was converted into 960,000 shares of common stock. In addition, in lieu of accrued interest and in consideration for having extended the original maturity date of the Notes, on October 1, 2017, the noteholders were issued three-year warrants to purchase 144,000 shares of common stock at an exercise price of $1.25 per share. Further, the Company borrowed $100,000 from an individual on May 16, 2016 under a note bearing interest at 5%. The note, along with accrued interest, was repaid on September 30, 2016.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2017
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 6 – INCOME TAXES The Company’s deferred tax assets at September 30, 2017 and December 31, 2016 consist of net operating loss carry forwards of $1,048,808 and $485,048, respectively. Using a federal statutory tax rate of 35%, the valuation allowance balance as of September 30, 2017 and December 31, 2016 total $367,083 and $169,767, respectively. The increase in the valuation allowance balance for the nine months ended September 30, 2017 of $197,316 is entirely attributable to the net operating loss. Due to the uncertainty of their realization, no income tax benefits have been recorded by the Company for these loss carry-forwards as valuation allowances have been established for any such benefits. The increase in the valuation allowance was the result of increases in the net operating losses discussed above. Therefore, the Company’s provision for income taxes is $0 for the three and nine months ended September 30, 2017 and 2016 At September 30, 2017 and December 31, 2016 the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. The Company does not expect that its unrecognized tax benefits will materially increase within the next twelve months. The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. At September 30, 2017 and 2016 the Company has not recorded any provisions for accrued interest and penalties related to uncertain tax positions. The Company files U.S. federal and state income tax returns in jurisdictions with varying statutes of limitations.

STOCKHOLDERS' EQUITY (DEFICIT)

STOCKHOLDERS' EQUITY (DEFICIT)	9 Months Ended
	Sep. 30, 2017
Equity [Abstract]
STOCKHOLDERS' EQUITY (DEFICIT)	NOTE 7 – STOCKHOLDERS’ EQUITY (DEFICIT) The Company is authorized to issue up to 100,000,000 shares of common stock, $0.0001 par value per share plus 5,000,000 shares of preferred stock, par value $0.0001. On February 1, 2016 subscriptions were issued for 5,899,600 shares of common stock at $0.0001 per share (total $590). In February 2017, the Company raised an additional $135,000 from a private offering of 135,000 shares of common stock at a price of $1.00 per share made to three investors. Effective April 1, 2017, the Company entered into Conversion Agreements with its Chairman/CEO and the Chief Financial Officer whereby each agreed to convert the amounts owing to them as of March 31, 2017 as compensation into common stock of the Company at a price of $2.00 per share. Furthermore, the Chief Financial Officer has agreed to convert any future amounts due as compensation per his Employment Agreement effective through August 1, 2017, into shares of common stock at $2.00 per share as such amounts are earned, and the Chairman/CEO has agreed to convert any future amounts in excess of $2,500 per month due as compensation through July 1, 2017, per his Employment Agreement, into shares of common stock at $2.00 per share as such amounts are earned. On April 1, 2017, 57,438 shares were issued under the agreement to convert compensation due to the Chairman/CEO and Chief Financial Officer. Both agreements were renewed upon their respective expirations. As of July 1, 2017, the Chairman/CEO agreed to convert any future amounts in excess of $2,500 per month due as compensation through December 31, 2017, per his Employment Agreement, into shares of common stock at $2.00 per share, as such amounts are earned. As of August 1, 2017, the Chief Financial Officer agreed to convert all cash payments due to the employee per his Employment Agreement, into shares of common stock using a price of $2.00 per share, as such amounts are earned. On September 30, 2017, the Chairman/CEO and the Chief Financial Officer converted $117,000 of compensation owed into 58,500 common shares. On September 30, 2017, the Company sold 433,808 shares of common stock at $1.25 per share for a total of $542,260; $461,075 was received in September with the balance of $81,185, collected subsequent. This amount is being reflected as stock subscriptions receivable on the balance sheet under the stockholders’ equity section. In addition, on September 30, 2017, the promissory notes of $480,000 were converted into 960,000 shares of common stock. (see Note 5). Holders are entitled to one vote for each share of common stock. No preferred stock has been issued.

INCENTIVE STOCK PLAN

INCENTIVE STOCK PLAN	9 Months Ended
	Sep. 30, 2017
Retirement Benefits [Abstract]
INCENTIVE STOCK PLAN	NOTE 8 – INCENTIVE STOCK PLAN On August 1, 2016, the Company adopted its Omnibus Stock Plan (the “Plan”). The Plan provides for the granting of options to employees, directors, consultants and advisors to purchase up to 3,000,000 shares of the Company’s common stock. The Board is responsible for administration of the Plan. The Board determines the term of each option, the option exercise price, the number of shares for which each option is granted and the rate at which each option is exercisable. Incentive stock options may be granted to any officer or employee at an exercise price per share of not less than the fair market value per common share on the date of the grant. On August 15, 2016, five-year options were granted to certain participants for the purchase of 1,702,000 shares at an exercise price of $0.10 per share. 1,000,000 shares vested immediately and the balance over three years. On October 1, 2016, five-year options were granted to certain participants for the purchase of 856,000 shares at an exercise price of $0.15 per share. As of January 1, 2017, an option for the purchase of 40,000 shares was made at an exercise price of $0.15 per share. All 40,000 shares vested immediately. As of August 1, 2017, an additional five-year option for the purchase of 30,000 shares was made at an exercise price of $1.00. The shares vest over three years. At September 30, 2017 and December 31, 2016 options representing 1,603,667 shares and 1,176,000 shares were vested or exercisable, respectively. No options were exercised during the nine months ended September 30, 2017 or for the year ended December 31, 2016. Options for 56,250 shares were forfeited on June 30, 2017. All options issued to-date expire after five years from the issue date. Except for the option for one million shares issued to the CEO and to the Company’s counsel for 40,000 shares that vested immediately, all the options issued to date vest over three years. Stock options are accounted for in accordance with FASB ASC Topic 718, Compensation –Stock Compensation The grant date fair value of options granted during the year of 2016 were estimated on the grant date using the Black-Scholes model with the following assumptions: expected volatility of 181%, expected term of 1.9 years, risk-free interest rate of 2.00% and expected dividend yield of 0% for the options granted on August 15, 2016 with an exercise price of $0.10 per share and; expected volatility of 73.64%, expected term of 2.0 years, risk-free interest rate of 2.00% and expected dividend yield of 0% for the options granted on October 1, 2016 with an exercise price of $0.15 per share. For options granted January 1, 2017, the following factors were used; volatility 36.18%; risk-free interest rate of 2.00%, dividend yield of 0% and expected life of 2.3 years. For options granted August 1, 2017, the following factors were used: volatility 63.05%; risk-free interest rate of 2.00%, dividend yield of 0% and expected life of 2.8 years. Expected volatility is based on the average of the historical volatility of the stock prices of a blend of five publicly traded companies operating in a similar industry as that of the Company. The risk-free rate is based on the rate of U.S Treasury zero-coupon issues with a remaining term equal to the expected life of the options. The Company uses historical data to estimate pre-vesting for feature rates.

EMPLOYMENT AGREEMENTS

EMPLOYMENT AGREEMENTS	9 Months Ended
	Sep. 30, 2017
Employment Agreements
EMPLOYMENT AGREEMENTS	NOTE 9 – EMPLOYMENT AGREEMENTS On July 1, 2016, the Company entered into an Employment Agreement with its Chairman and Chief Executive Officer. The agreement provides for an annual salary of $120,000 per year, increasing to $180,000 per year beginning July 2017. Through December 2016, the employee agreed to not receive the compensation in cash until the Board of Directors deemed it prudent to pay some or all of his salary. Further the Agreement provides that the employee will receive a three-year option to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $0.10 per share, and becoming fully vested on August 15, 2016. On August 1, 2016, the Company entered into a one-year Employment Agreement with its Chief Financial Officer. The agreement provides for an annual salary of $108,000 per year. Through December 2016, the employee agreed to not receive the compensation in cash until the Board of Directors deemed it prudent to pay some or all of his salary. Further the Agreement provides that the employee will receive a three-year option to purchase 210,000 shares of the Company’s common stock at an exercise price of $0.10 per share, with 70,000 shares becoming fully vested upon each yearly anniversary. The options are to be surrendered and cancelled if the Agreement is terminated. The Agreement has expired but its compensation terms continue in effect as long as the employee remains employed by the Company. On August 1, 2016, the Company entered into a three-year Employment Agreement with its Vice President of Global Development. The agreement provides for an annual salary of $96,000 per year, increasing to $144,000 per year beginning July 2017. Through December 2016, the employee agreed to not receive the compensation in cash until the Board of Directors deemed it prudent to pay some or all of his salary. Further the Agreement provides that the employee will receive a three-year option to purchase 300,000 shares of the Company’s common stock at an exercise price of $0.10 per share, with 100,000 shares vested on each yearly anniversary. Further, on July 1, 2016, the Company entered into Indemnification Agreements with the Chairman and Chief Executive Officer, and on August 1, 2016 the Chief Financial Officer and the Vice-President of Global Business Development providing for the Company to indemnify the individuals for all expenses, judgments, etc. incurred while serving in various capacities with the Company.

EARNINGS PER SHARE

EARNINGS PER SHARE	9 Months Ended
	Sep. 30, 2017
Earnings Per Share [Abstract]
EARNINGS PER SHARE	NOTE 10 – EARNINGS PER SHARE Basic earnings per share (“ basic EPS diluted EPS

LEASE COMMITMENT

LEASE COMMITMENT	9 Months Ended
	Sep. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
LEASE COMMITMENT	NOTE 11 – LEASE COMMITMENT The Company occupies office and laboratory space in Orlando, Florida under a lease agreement expiring July 31, 2017. Effective August 1, 2017, the agreement was amended to provide for additional space and to extend the lease term to July 31, 2018. The amended agreement provides that the Company pay insurance, maintenance and taxes with a monthly lease expense of $457.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12 – SUBSEQUENT EVENTS In connection with the September 30, 2017 mandatory conversion of $480,000 in principal amount of 7.5% Convertible Promissory Notes into 960,000 shares of common stock (see Note 5), on October 1, 2017, the noteholders were issued three-year warrants to purchase 144,000 shares of common stock at an exercise price of $1.25 per share, in lieu of accrued interest and in consideration for having extended the original maturity date of the notes. The Company has evaluated subsequent events through the date that the financial statements were issued

RESEARCH COLLABORATION AGREEM18

RESEARCH COLLABORATION AGREEMENT (Table)	9 Months Ended
	Sep. 30, 2017
Research Collaboration Agreement
Schedule of total cost	The total cost to the Company is: Research Expense -funded from existing funds $ 163,307 Acquisition of Intellectual Property Rights 43,548 Total $ 206,855

RESEARCH COLLABORATION AGREEM19

RESEARCH COLLABORATION AGREEMENT (Details) - Research Agreement [Member] - University of Central Florida [Member] - Development of Prototype Surgical Robotic Device [Member] - USD ($)	Sep. 30, 2017	Jul. 16, 2016	May 01, 2016
Research Expense -funded from existing funds	$ 163,307	$ 68,952	$ 163,307
Acquisition of Intellectual Property Rights	43,548		$ 43,548
Total	$ 206,855

RESEARCH COLLABORATION AGREEM20

RESEARCH COLLABORATION AGREEMENT (Details Narrative) - Research Agreement [Member] - University of Central Florida [Member] - Development of Prototype Surgical Robotic Device [Member]	Sep. 30, 2017USD ($)	Dec. 31, 2016USD ($)	Jul. 16, 2016USD ($)	May 01, 2016USD ($)
Additional collaboration agreement funding	$ 163,307		$ 68,952	$ 163,307
Repayment collaboration agreement funding		$ 125,202
Payment of outright ownership	$ 43,548			$ 43,548
Percentage of royality payment				0.01
Estimated Maximum sales milestone				$ 20,000,000

ACCRUED EXPENSES (Details Narra

ACCRUED EXPENSES (Details Narrative) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Accrued expenses	$ 131,466	$ 90,588
Two Officers [Member]
Accrued expenses	$ 67,825
Three Officers [Member]
Accrued expenses		$ 67,500

PROMISSORY NOTES (Details Narra

PROMISSORY NOTES (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016	May 16, 2016
Debt conversion of common stock, Shares	960,000
Debt conversion of common stock, Value	$ 480,000
Number of Warrants Purchase	144,000
Expiration period	3 years
Exercise price (in dollars per share)	$ 1.25
Private Placement [Member]
Number of shares issued for private offering	433,808
Share price (in dollars per share)	$ 1.25
Value of shares issued for private offering	$ 542,260
7.5% Convertible Promissory Note Due October 31, 2017 [Member]
Debt face amount	$ 480,000
Debt conversion price (in dollars per share)	$ 0.50
Description of conversion terms		The notes were convertible into common stock of the Company at $0.50 per share in the event of a voluntary conversion on or before an optional prepayment or the maturity date, or (1) the lower of $0.50 or (2) a 20% discount to the effective price per share offering price in the event of a mandatory conversion upon consummation of a “Qualified Financing”, as defined in the Notes.
Description of collateral		Pledged all assets as security for the notes.
Debt default interest rate		12.00%
5% Notes Payable to Individual Due September 30, 2016 [Member]
Debt face amount			$ 100,000

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Net operating loss carry forwards	$ 1,048,808		$ 1,048,808		$ 485,048
Federal statutory tax rate			35.00%
Valuation allowance	367,083		$ 367,083		$ 169,767
Increase valuation allowance			197,316
Provision for income taxes

STOCKHOLDERS' EQUITY (DEFICIT)

STOCKHOLDERS' EQUITY (DEFICIT) (Details Narrative) - USD ($)	Aug. 01, 2017	Jul. 02, 2017	Apr. 02, 2017	Feb. 01, 2016	Sep. 30, 2017	Feb. 28, 2017	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Common stock, authorized					100,000,000		100,000,000		100,000,000
Common stock par value (in dollars per share)					$ 0.0001		$ 0.0001		$ 0.0001
Preferred stock, authorized					5,000,000		5,000,000		5,000,000
Preferred stock par value (in dollars per share)					$ 0.0001		$ 0.0001		$ 0.0001
Proceed from sale common stock							$ 596,075	$ 1,310
Stock subscriptions receivable					$ 81,185		$ 81,185
Number of shares issued for subscriptions				5,899,600
Share price (in dollars per share)				$ 0.0001
Value of shares issued for subscriptions				$ 590
Debt conversion of common stock, Shares					960,000
Debt conversion of common stock, Value					$ 480,000
Number of Warrants Purchase					144,000
Expiration period					3 years
Exercise price (in dollars per share)					$ 1.25		$ 1.25
Private Placement [Member]
Number of shares issued for private offering					433,808
Share price (in dollars per share)					$ 1.25		$ 1.25
Value of shares issued for private offering					$ 542,260
Chairman/CEO and the Chief Financial Officer [Member]
Debt conversion of common stock, Shares					58,500
Debt conversion of common stock, Value					$ 117,000
Chairman/CEO and the Chief Financial Officer [Member] | Conversion Agreements [Member]
Stock conversion price (in dollars per share)	$ 2	$ 2	$ 2
Monthly maximum amount convert		$ 2,500	$ 2,500
Number of shares issued upon compensation			57,438
Investor [Member] | Private Placement [Member]
Number of shares issued for private offering						135,000
Share price (in dollars per share)						$ 1
Value of shares issued for private offering						$ 135,000

INCENTIVE STOCK PLAN (Details N

INCENTIVE STOCK PLAN (Details Narrative) - USD ($)	Sep. 30, 2017	Aug. 01, 2017	Jan. 02, 2017	Dec. 31, 2016	Oct. 01, 2016	Aug. 15, 2016	Sep. 30, 2017	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Aug. 01, 2016
Expiration period							3 years
Exercise price (in dollars per share)	$ 1.25						$ 1.25	$ 1.25		$ 1.25
Number of shares forfeited										$ 56,250
Unrecognized compensation cost related to non-vested options	$ 22,419						$ 22,419	$ 22,419		$ 22,419
Unrecognized compensation cost related to non-vested options recognized period										2 years
General and Administrative Expense [Member]
Allocated share based compensation								$ 11,910	$ 11,910	$ 47,632	$ 47,632
Omnibus Stock Plan [Member]
Number of shares authorized under the plan												3,000,000
Number of option granted		30,000	40,000		856,000	1,702,000
Expiration period		5 years			5 years	5 years
Exercise price (in dollars per share)		$ 1	$ 0.15		$ 0.15	$ 0.10
Number shares vested	1,603,667	30,000	40,000	1,176,000		1,000,000
Vesting period		3 years				3 years
Expected volatility		63.05%	36.18%		73.64%	181.00%
Expected term		2 years 9 months 18 days	2 years 3 months 19 days		2 years	1 year 10 months 25 days
Risk-free interest rate		2.00%	2.00%		2.00%	2.00%
Expected dividend yield		0.00%	0.00%		0.00%	0.00%

EMPLOYMENT AGREEMENTS (Details

EMPLOYMENT AGREEMENTS (Details Narrative) - USD ($)	Aug. 01, 2016	Jul. 02, 2016	Sep. 30, 2017
Expiration period			3 years
Exercise price (in dollars per share)			$ 1.25
Mr. A. Christian Schauer (Chief Financial Officer) [Member] | One Year Employment Agreement [Member]
Previous annual salary	$ 108,000
Number of option granted	210,000
Expiration period	3 years
Exercise price (in dollars per share)	$ 0.10
Description of vesting rights	70,000 shares becoming fully vested upon each yearly anniversary
Mr. Alex Clug (Vice President of Global Business Development) [Member] | Three Year Employment Agreement [Member]
Previous annual salary	$ 96,000
Revised annual salary from july 2017	$ 144,000
Number of option granted	300,000
Expiration period	3 years
Exercise price (in dollars per share)	$ 0.10
Description of vesting rights	100,000 shares vested on each yearly anniversary.
Mr. Barry F. Cohen (Chairman and Chief Executive Officer) [Member] | Employment Agreement [Member]
Previous annual salary		$ 120,000
Revised annual salary from july 2017		$ 180,000
Number of option granted		1,000,000
Expiration period		3 years
Exercise price (in dollars per share)		$ 0.10
Description of vesting rights		becoming fully vested on August 15, 2016

LEASE COMMITMENT (Details Narra

LEASE COMMITMENT (Details Narrative)	1 Months Ended
	Jul. 31, 2018USD ($)
Commitments and Contingencies Disclosure [Abstract]
Monthly lease expense	$ 457

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative)	1 Months Ended
	Sep. 30, 2017USD ($)$ / sharesshares
Debt conversion of common stock, Shares	960,000
Debt conversion of common stock, Value | $	$ 480,000
Number of Warrants Purchase	144,000
Expiration period	3 years
Exercise price (in dollars per share) | $ / shares	$ 1.25
Subsequent Event [Member]
Debt conversion of common stock, Shares	960,000
Debt conversion of common stock, Value | $	$ 480,000
Number of Warrants Purchase	144,000
Expiration period	3 years
Exercise price (in dollars per share) | $ / shares	$ 1.25