Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 10, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | BIOLABMART INC. | |
Entity Central Index Key | 1,689,084 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 11,544,000 |
Balance Sheet
Balance Sheet - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 167,443 | $ 155,242 |
Total current assets | 167,443 | 155,242 |
TOTAL ASSETS | 167,443 | 155,242 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,359 | 287 |
Convertible note - related party, net of debt discount | 6,083 | 3,583 |
Investor deposit | 2,000 | |
Total current liabilities | 9,442 | 3,870 |
Total liabilities | 9,442 | 3,870 |
Stockholders' equity | ||
Series A Preferred Shares: $0.001 par value, authorized 10,000; 2,000 shares issued and outstanding | 2 | 2 |
Common stock, $0.0001 par value: shares authorized 100,000,000; 11,544,000 and 11,424,000 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively | 1,154 | 1,142 |
Additional Paid-in Capital | 329,866 | 319,468 |
Accumulated deficit | (173,021) | (169,240) |
Total stockholder's equity | 158,001 | 151,372 |
TOTAL LIABILITIES & EQUITY (DEFICIT) | $ 167,443 | $ 155,242 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Series A Preferred Shares, par value | $ 0.001 | $ 0.001 |
Series A Preferred Shares, authorized | 10,000 | 10,000 |
Series A Preferred Shares, shares issued | 2,000 | 2,000 |
Series A Preferred Shares, shares outstanding | 2,000 | 2,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares, issued | 11,544,000 | 11,424,000 |
Common stock shares, outstanding | 11,544,000 | 11,424,000 |
Statement of Operations (Unaudi
Statement of Operations (Unaudited) | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Income Statement [Abstract] | |
Net sales | |
Operating expenses: | |
Research and development expenses | 776 |
General and administrative expenses | 305 |
Total operating expenses | 1,081 |
Income (loss) from operations | (1,081) |
Interest expense | (2,700) |
Net (loss) | $ (3,781) |
Net (loss) per common shares (basic and diluted) | $ / shares | $ 0 |
Weighted average shares outstanding Basic and diluted | shares | 11,528,622 |
Statement of Cash Flows (Unaudi
Statement of Cash Flows (Unaudited) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Cash Flows From Operating Activities | |
Net loss | $ (3,781) |
Adjustments to reconcile net income to net cash provided from operating activities: | |
Accretion of debt discount | 2,500 |
Changes in operating assets and liabilities: | |
Accounts payable and accrued liabilities | 1,072 |
Net cash provided used by operating activities | (209) |
Cash Flows From Investing Activities | |
Net cash provided from (used by) investing activities | |
Cash Flows From Financing Activities | |
Proceeds from private placement | 30,000 |
Financing costs | (19,590) |
Investor deposit | 2,000 |
Net cash provided from financing activities | 12,410 |
Increase (decrease) in cash and cash equivalents | 12,201 |
Cash at beginning of period | 155,242 |
Cash at end of period | 167,443 |
SUPPLEMENTAL DISCLOSURES | |
Interest paid | |
Income taxes paid |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Description of Business and Basis of Presentation [Abstract] | |
Description of Business and Basis of Presentation | Note 1 – Description of Business and Basis of Presentation Organization and nature of business: BioLabMart Inc. (“BLM” and/or the "Company") was incorporated under the laws of the State of Wyoming on August 22, 2016. Our headquarters are located at 777 Brickell Avenue, Suite 500, Miami, FL 33131. The Company is a startup preclinical stage biotechnology company engaged in developing solutions to combat neuro-degenerative diseases and neuronal injuries. The Company is working to develop a novel stem cell system to repair and regenerate neuronal damage. The system incorporates what we believe to be unique stem cell treatments, cell modifications and a novel delivery system. Our preliminary focus is on Traumatic Brain Injury, Parkinson’s disease, Huntington’s disease and Alzheimer’s, although we believe such cell system can be effective in dealing with strokes and spinal cord injuries as well. On December 14, 2016, the Company entered into a license and research funding agreement (“License Agreement”) with Ariel University R&D Co., Ltd., (“Ariel”), a wholly owned subsidiary of Ariel University of Samaria, based in Ariel, Israel. Under the terms of the License Agreement, Professor Danny Baranes, the principal investigator and his research team will carry out further research relating to cell treatment with conditioned medium for neuronal tissue regeneration and repair. In consideration for payments under the License Agreement, the Company received an exclusive worldwide royalty- bearing license in Ariel patents and know-how to develop and commercialize products based on or incorporating conditioned medium for neuronal tissue regeneration and/or repair, resulting from Ariel’s research or technology or the Company’s research funding (the “Products”). Under the License Agreement, the Company is required to use its best efforts to develop and commercialize the Products in accordance with development milestones set forth in the Agreement. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Financial Statement Presentation: Fiscal year end: Use of Estimates: Cash Equivalents: Research and Development Costs: Advertising and Marketing Costs: Related parties: Stock-based compensation: Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 Level 2 Level 3 If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument. Warrants: “Derivatives and Hedging – Contracts in Entity’s Own Equity” Income taxes: Basic and Diluted Loss Per Share Potential common stock consists of the incremental common stock issuable upon the exercise of common stock warrants (using the if-converted method). The computation of basic loss per share for the period ended March 31, 2017 excludes potentially dilutive securities of 562,000 shares underlying share purchase warrants, because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted. Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. March 31, 2017 Stock purchase warrants 562,000 New Accounting Pronouncements: There were various accounting standards and interpretations issued recently, none of which are expected to have a material effect on the Company’s operations, financial position or cash flows. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2017 | |
Going Concern [Abstract] | |
Going Concern | Note 3 – Going Concern The Company has experienced net losses to date, and it has not generated revenue from operations, and will need additional working capital to service debt and for ongoing operations, which raises substantial doubt about its ability to continue as a going concern. Management of the Company has developed a strategy to meet operational shortfalls which may include equity funding, short term or long term financing or debt financing, to enable the Company to reach profitable operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amount and classification of liabilities that might cause results from this uncertainty. |
Convertible Note - Related Part
Convertible Note - Related Party | 3 Months Ended |
Mar. 31, 2017 | |
Convertible Note - Related Party [Abstract] | |
Convertible Note - Related Party | Note 4 – Convertible Note – Related Party On September 1, 2016, the Company entered into a convertible debenture agreement with CubeSquare, LLC, of which our Chief Executive Officer is the managing partner and our President is 25% owner. The Company received proceeds totaling $10,000. The note bears interest at 8% per annum and is due on September 1, 2017. Interest shall accrue from September 1, 2016 and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of the greater of (i) $0.0625 per share if the Company’s shares are not trading on a public market and; (ii) As of March 31, 2017, the outstanding principal balance under this note was $10,000. In our evaluation of the financing arrangement, we concluded that the conversion features did not meet the definition of a derivative under ASC 815-10-15-83. Once the underlying shares are publicly traded and they are considered readily convertible to cash, the Company will evaluate the convertible debenture to decide if the conversion feature meets the definition of a derivative at that time. As a result, the Company calculated the intrinsic value of the embedded beneficial conversion feature of $10,000 and this has been recorded at the discount on the convertible note. The carrying value will be accreted over the term of the convertible debentures up to its face value of total of $10,000. The carrying value of these convertible notes is as follows: March 31, 2017 December 31, 2017 Face value of certain convertible notes $ 10,000 $ 10,000 Less: unamortized discount (3,917 ) (6,417 ) Carrying value $ 6,083 $ 3,583 CubeSquare, LLC has agreed to provide the Company with additional funds on the same terms up to a cumulative funding amount of $25,000. |
License and Research Funding Ag
License and Research Funding Agreement | 3 Months Ended |
Mar. 31, 2017 | |
License and Research Funding Agreement [Abstract] | |
License and Research Funding Agreement | Note 5 – License and Research Funding Agreement On December 14, 2016, the Company entered into a License Agreement with Ariel, a wholly owned subsidiary of Ariel University of Smaria (“AU”) based in Israel, pursuant to which: · In the course of research performed at AU, Prof. Danny Baranes has developed certain technology relating to coral based and non-coral based conditioned medium for tissue regeneration and repair; · the Company wishes to receive a license from Ariel and in order to secure receipt of such license, agrees to fund further research at AU relating to such technology; and · Ariel is willing to grant the Company a license, pursuant to the terms of the License Agreement to allow it to develop and commercialize Products. Pursuant to the above noted License Agreement, the Company shall fund the research during the research period in the total amount of $100,000. In addition, upon the first Exit Event (of the Company or of any Affiliate commercializing the products) as defined under the License Agreement, the Company shall issue a warrant which may be immediately exercisable. The number of shares that the warrant is exercisable into would be 4% of (a) the issued and outstanding shares of the Company when the warrant is issued or (b) in the event the warrant may not be exercised immediately (when the warrant becomes exercisable). The warrant or the shares exercised shall be dilutable. In addition to the other payments, the Company will pay Ariel upon the occurrence of the following milestone events, additional payments which be due within 6 months of completion of the milestone: · Upon successful clinical FDA Phase II completion - $130,000; and · Upon successful clinical FDA Phase III completion - $390,000 Upon successful development and commercialization and in recognition of the rights and licenses granted to the Company pursuant to the License Agreement, the Company will be subject to certain royalty payments as specified in the License Agreement. During the year ended December 31, 2016, the Company incurred research and development costs of $156,000, which amount includes the aforementioned funding of $100,000 pursuant to the License Agreement as well as $56,000 recorded as stock based compensation in respect to certain stock awards discussed in Note 6 below. |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2017 | |
Capital Stock [Abstract] | |
Capital Stock | Note 6 – Capital Stock The Company has authorized 100,000,000 shares of common stock, $0.0001 par value and 10,000 shares of a class of preferred stock called the "Series A Preferred Stock", par value $0.001. Each share of Series A Preferred Stock has a stated value of $1 per share and accrues 4% per annum for determination of liquidation, conversion or redemption. The shares convert at the option of the holder into shares of common stock at the market value of the common stock. The Series A Preferred Stock vote as a single class and maintain 66 2/3% of the total votes as long as any shares of Series A Preferred Stock remain outstanding. The Series A Preferred Stock contains liquidation preference (senior rank to all common) and are not to be amended without the holders’ approval. At inception on August 22, 2016, the Company issued 5,060,000 shares of common stock at par value and 1,000 shares of Series A Preferred Stock at par value to Jonah Meer, the Company’s Chief Executive Officer, Chief Financial Officer and Secretary, for cash totaling $507 of which $506 was paid in respect to the issuance of the common stock and $1 was paid for the Series A Preferred Stock. At inception on August 22, 2016, the Company issued 5,060,000 shares of common stock at par value and 1,000 shares of Series A Preferred Stock at par value to . Ido Merfeld, the Company’s President, for cash totaling $507, of which $506 was paid in respect to the issuance of the common stock and $1 was paid for the Series A Preferred Stock. As a result of the super voting rights allocated to the Series A Preferred Stock, management conducted a valuation of the fair value of the issued shares. Shares of the Series A Preferred Stock issued were valued based upon industry specific control premiums and the fair value of the Company’s common stock at the time of the transaction applying Statement of Financial Accounting Standard ASC 820-10-35-37 Fair Value in Financial Instruments as of the issuance date of August 22, 2016. As a result of the third-party valuation of the fair value of the Series A Preferred Stock issued to our officers and directors, the Company recorded additional stock-based compensation as general and administrative expenses of $2,598 during the year ended December 31, 2016 with respect to the shares issued. The third party valuation report was based on the following inputs as at August 22, 2016: (1) price per share of common stock of $0.0001; (2) 10,120,000 common stock outstanding; (3) A 19.3% premium over the common stock for the voting preferences, representing $600 in control value at issuance; (4) On September 4, 2016, the Company’s Board of Directors approved the sale and issuance of up to 1,200,000 shares of the Company’s common stock, par value $.0001, at a subscription price of $0.25 per share. In addition to each two shares of common stock purchased,, the holder shall receive an immediately exercisable warrant expiring December 31, 2019 to purchase the Company’s common stock at a price of $0.40 per share During the year ended December 31, 2016, the Company received total proceeds of $251,000 by way of private placement subscriptions for a total of 1,004,000 shares. During the three months ended March 31, 2017, the Company received total proceeds of $30,000 by way of private placement unit subscriptions for a total of 120,000 shares. As at March 31, 2017, in respect to the Form S-1 Registration Statement filed with the Securities and Exchange Commission for the purpose of registering shares and warrants issued as a result of the aforementioned private placement, the Company has allocated associated expenses of $19,590 against additional paid in capital. On December 14, 2016, the Company’s Board of Directors approved compensation for each of its two Science Advisors with a stock award of 440,000 shares of common stock effective as of December 14, 2016 (the “Grant Date”). Under the terms of the stock award, each advisor shall receive 150,000 shares of common stock which vest upon Grant Date. A further 145,000 shares shall vest each year thereafter until December 14, 2018, provided that such Science Advisor is still acting in said capacity for the Company. The 300,000 shares issued upon Grant Date were valued at $56,000, or $0.18667 per share, based on price allocation with respect to the aforementioned private placement as to each share of common stock, and recorded the associated cost as research and development expenses. Share Purchase Warrants In accordance with authoritative accounting guidance, the fair value of the aforementioned warrants was calculated using the Black-Scholes option-pricing model with the following assumptions at the measurement date: Measurement date Dividend yield 0 % Expected volatility 97.90 % Risk-free interest rate 1.47 % Expected life (years) 2.92 Stock Price $ 0.25 Exercise Price $ 0.40 As March 31, 2017, the following common stock purchase warrants were outstanding: Warrants (1) Weighted Average Exercise Price Outstanding – August 22, 2016 - - Granted 502,000 $ 0.40 Forfeited/Canceled - - Exercised - - Outstanding – December 31, 2016 502,000 $ 0.40 Granted 60,000 0.40 Forfeited/Canceled - Exercised - Outstanding – March 31, 2017 562,000 $ 0.40 (1) Each two shares of common stock purchased under the private placement provides for one warrant to acquire an additional share of common stock together with the payment of $0.40 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | Note 7 – Income Taxes The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. The Company applies a statutory income tax rate of 34%. During 2016, the Company incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $173,021 at March 31, 2017 and $169,240 at December 31, 2016, and will begin to expire in the year 2036. The Company had deferred income tax assets as of December 31, 2016 as follows: March 31, 2017 December 31, 2016 Loss carryforwards 58,827 57,540 Less – stock based compensation (19,040 ) (19,040 ) Less - valuation allowance (39,787 ) (38,500 ) Total net deferred tax assets - - Tax years from inception to fiscal year ended December 31, 2016 are not yet filed and are open for examination by the taxing authorities. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 – Subsequent Events The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there are no additional subsequent events to disclose. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Financial Statement Presentation | Financial Statement Presentation: |
Fiscal year end | Fiscal year end: |
Use of Estimates | Use of Estimates: |
Cash Equivalents | Cash Equivalents: |
Research and Development Costs | Research and Development Costs: |
Advertising and Marketing Costs | Advertising and Marketing Costs: |
Related parties | Related parties: |
Stock-based compensation | Stock-based compensation: |
Fair Value of Financial Instruments | Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 Level 2 Level 3 If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument. |
Warrants | Warrants: “Derivatives and Hedging – Contracts in Entity’s Own Equity” |
Income taxes | Income taxes: |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share Potential common stock consists of the incremental common stock issuable upon the exercise of common stock warrants (using the if-converted method). The computation of basic loss per share for the period ended March 31, 2017 excludes potentially dilutive securities of 562,000 shares underlying share purchase warrants, because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted. Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. March 31, 2017 Stock purchase warrants 562,000 |
New Accounting Pronouncements | New Accounting Pronouncements: There were various accounting standards and interpretations issued recently, none of which are expected to have a material effect on the Company’s operations, financial position or cash flows. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of potentially dilutive securities excluded from the computation of diluted net loss per share | March 31, 2017 Stock purchase warrants 562,000 |
Convertible Note - Related Pa16
Convertible Note - Related Party (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Convertible Note - Related Party [Abstract] | |
Schedule of convertible notes | March 31, 2017 December 31, 2017 Face value of certain convertible notes $ 10,000 $ 10,000 Less: unamortized discount (3,917 ) (6,417 ) Carrying value $ 6,083 $ 3,583 |
Capital Stock (Tables)
Capital Stock (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Capital Stock [Abstract] | |
Schedule of fair value warrants assumptions | Measurement date Dividend yield 0 % Expected volatility 97.90 % Risk-free interest rate 1.47 % Expected life (years) 2.92 Stock Price $ 0.25 Exercise Price $ 0.40 |
Schedule of common stock purchase warrants were outstanding | Warrants (1) Weighted Average Exercise Price Outstanding – August 22, 2016 - - Granted 502,000 $ 0.40 Forfeited/Canceled - - Exercised - - Outstanding – December 31, 2016 502,000 $ 0.40 Granted 60,000 0.40 Forfeited/Canceled - Exercised - Outstanding – March 31, 2017 562,000 $ 0.40 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Income Taxes [Abstract] | |
Schedule of deferred income tax assets | March 31, 2017 December 31, 2016 Loss carryforwards 58,827 57,540 Less – stock based compensation (19,040 ) (19,040 ) Less - valuation allowance (39,787 ) (38,500 ) Total net deferred tax assets - - |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2017shares | |
Summary of Significant Accounting Policies [Abstract] | |
Stock purchase warrants | 562,000 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended |
Mar. 31, 2017USD ($)shares | |
Summary of Significant Accounting Policies (Textual) | |
Research and development costs | $ 776 |
Advertising or marketing costs | |
Potentially dilutive securities | shares | 562,000 |
Convertible Note - Related Pa21
Convertible Note - Related Party (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Convertible Note - Related Party [Abstract] | ||
Face value of certain convertible notes | $ 10,000 | $ 10,000 |
Less: unamortized discount | (3,917) | (6,417) |
Carrying value | $ 6,083 | $ 3,583 |
Convertible Note - Related Pa22
Convertible Note - Related Party (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended |
Sep. 01, 2016 | Mar. 31, 2017 | |
Convertible Note - Related Party (Textual) | ||
Outstanding principal balance | $ 10,000 | |
Embedded beneficial conversion feature | 10,000 | |
Face value total | 10,000 | |
CubeSquare, LLC [Member] | ||
Convertible Note - Related Party (Textual) | ||
Received proceeds totaling | $ 10,000 | |
Interest rate per annum | 8.00% | |
Conversion, description | (i) $0.0625 per share if the Company’s shares are not trading on a public market and; (ii) | |
Maturity date | Sep. 1, 2017 | |
Cumulative funding amount | $ 25,000 | |
CubeSquare, LLC [Member] | President [Member] | ||
Convertible Note - Related Party (Textual) | ||
Ownership percentage | 25.00% |
License and Research Funding 23
License and Research Funding Agreement (Details) - USD ($) | Dec. 14, 2014 | Mar. 31, 2017 | Dec. 31, 2016 |
License and Research Funding Agreement (Textual) | |||
Research and development costs | $ 776 | ||
License Agreement [Member] | |||
License and Research Funding Agreement (Textual) | |||
Total amount of fund for research during research period | $ 100,000 | ||
Warrant excercisable percentage | 4.00% | ||
Payments of completion of milestone events, description | · Upon successful clinical FDA Phase II completion - $130,000; and · Upon successful clinical FDA Phase III completion - $390,000 | ||
Research and development costs | $ 156,000 | ||
Aforemantioned funding amount | 100,000 | ||
Stock based compensation | $ 56,000 | ||
Payments of completion of milestone events due | 6 months |
Capital Stock (Details)
Capital Stock (Details) | 3 Months Ended |
Mar. 31, 2017$ / shares | |
Capital Stock [Abstract] | |
Dividend yield | 0.00% |
Expected volatility | 97.90% |
Risk-free interest rate | 1.47% |
Expected life (years) | 2 years 11 months 1 day |
Stock Price | $ 0.25 |
Exercise Price | $ 0.40 |
Capital Stock (Details 1)
Capital Stock (Details 1) - Share Purchase Warrants [Member] - USD ($) | 3 Months Ended | 4 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | ||
Warrants | |||
Outstanding - Beginning balance | [1] | 502,000 | |
Granted | [1] | 60,000 | 502,000 |
Forfeited/Canceled | [1] | ||
Exercised | [1] | ||
Outstanding - Ending balance | [1] | 562,000 | 502,000 |
Weighted Average Exercise Price | |||
Outstanding - Beginning balance | $ 0.40 | ||
Granted | $ 0.40 | $ 0.40 | |
Forfeited/Canceled | |||
Exercised | |||
Outstanding - Ending balance | $ 0.40 | $ 0.40 | |
[1] | Each two shares of common stock purchased under the private placement provides for one warrant to acquire an additional share of common stock together with the payment of $0.40 |
Capital Stock (Details Textual)
Capital Stock (Details Textual) - USD ($) | Sep. 04, 2016 | Dec. 14, 2014 | Aug. 22, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Capital Stock (Textual) | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock issued | 11,544,000 | 11,424,000 | |||
Common stock shares, outstanding | 11,544,000 | 11,424,000 | |||
Preferred stock, shares issued | 2,000 | 2,000 | |||
Preferred stock, shares authorized | 10,000 | 10,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Issuance of common stock | $ 0.40 | ||||
Additional stock-based compensation as general and administrative expense | $ 2,598 | ||||
Purchase of common stock price per share | $ 0.25 | ||||
Allocated associated expenses against additional paid in capital | $ 19,590 | ||||
Warrant, description | Each two shares of common stock purchased under the private placement provides for one warrant to acquire an additional share of common stock together with the payment of $0.40. | ||||
Ido Merfeld [Member] | |||||
Capital Stock (Textual) | |||||
Total cash | $ 507 | ||||
Jonah Meer [Member] | |||||
Capital Stock (Textual) | |||||
Total cash | $ 507 | ||||
Board of Directors [Member] | |||||
Capital Stock (Textual) | |||||
Common stock, par value | $ 0.0001 | ||||
Sale and issuance of common stock | 1,200,000 | ||||
Warrant exercisable date | Dec. 31, 2019 | ||||
Purchase of common stock price per share | $ 0.40 | ||||
Common stock subscription price | $ 0.25 | ||||
Stock award | 440,000 | ||||
Vested shares | 145,000 | ||||
Shares issued upon grant date | 300,000 | ||||
Grant date | Dec. 14, 2016 | ||||
Grant exercise price | $ 0.18667 | ||||
Receive common stock vest upon grant date | 150,000 | ||||
Grant date value | $ 56,000 | ||||
Private Placement [Member] | |||||
Capital Stock (Textual) | |||||
Total proceeds of subscriptions amount | $ 30,000 | $ 251,000 | |||
Subscriptions shares | 120,000 | 1,004,000 | |||
Common stock [Member] | Ido Merfeld [Member] | |||||
Capital Stock (Textual) | |||||
Common stock issued | 5,060,000 | ||||
Issuance of common stock | $ 506 | ||||
Common stock [Member] | Jonah Meer [Member] | |||||
Capital Stock (Textual) | |||||
Common stock issued | 5,060,000 | ||||
Issuance of common stock | $ 506 | ||||
Common stock [Member] | Third party valuation [Member] | |||||
Capital Stock (Textual) | |||||
Common stock, par value | $ 0.0001 | ||||
Common stock shares, outstanding | 10,120,000 | ||||
Common stock voting preferences, description | A 19.3% premium over the common stock for the voting preferences. | ||||
Conversion value | $ 2,000 | ||||
Issuance of common stock | $ 600 | ||||
Series A Preferred Stock [Member] | |||||
Capital Stock (Textual) | |||||
Preferred stock, shares authorized | 10,000 | ||||
Preferred stock, par value | $ 0.001 | ||||
Preferred stock, conversion basis | Each share of Series A Preferred Stock has a stated value of $1 per share and accrues 4% per annum for determination of liquidation, conversion or redemption. The shares convert at the option of the holder into shares of common stock at the market value of the common stock. The Series A Preferred Stock vote as a single class and maintain 66 2/3% of the total votes as long as any shares of Series A Preferred Stock remain outstanding. | ||||
Series A Preferred Stock [Member] | Ido Merfeld [Member] | |||||
Capital Stock (Textual) | |||||
Preferred stock, shares issued | 1,000 | ||||
Issuance of preferred stock | $ 1 | ||||
Series A Preferred Stock [Member] | Jonah Meer [Member] | |||||
Capital Stock (Textual) | |||||
Preferred stock, shares issued | 1,000 | ||||
Issuance of preferred stock | $ 1 | ||||
Series A Preferred Stock [Member] | Third party valuation [Member] | |||||
Capital Stock (Textual) | |||||
Preferred stock voting preferences, description | The Series A Preferred Stock voting rights represented 66.7% of the total voting rights. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Income Taxes [Abstract] | ||
Loss carryforwards | $ 58,827 | $ 57,540 |
Less - stock based compensation | (19,040) | (19,040) |
Less - valuation allowance | (39,787) | (38,500) |
Total net deferred tax assets |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Income Taxes (Textual) | ||
Statutory income tax rate | 34.00% | |
Net operating loss carry-forward | $ 173,021 | $ 169,240 |
Expiration date | Dec. 31, 2036 |