| Summary of Significant Accounting Policies: | Note
2 Summary
of Significant Accounting Policies: Basis
of Presentation The
accompanying financial statements have been prepared in accordance with U.S. GAAP. Any reference in these notes to applicable guidance
is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting
Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). Use
of Estimates The
preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
amounts reported of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting
periods. Actual results could differ from those estimates and be based on events different from those assumptions. As part of these financial
statements, the Company’s significant estimates include (1) pension and other post-employment benefits, including certain asset
values that are based on significant unobservable inputs; (2) the inputs used in determining the fair value of equity per share; (3)
the beneficial conversion feature on the convertible loans and (4) valuation allowance relating to the Company’s deferred tax assets. JOBS
Act Accounting Election The
Company is an “emerging growth company” or “EGC”, as defined in the Jumpstart Our Business Startups Act of 2012
(the “JOBS Act”). Under the JOBS Act, an EGC has elected to delay adopting new or revised accounting standards issued subsequent
to the enactment of the JOBS Act until such time as those standards apply to private companies. Cash
and Cash Equivalents The
Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash
equivalents. The Company deposits its cash primarily in checking, money market accounts, as well as certificates of deposit. The Company
generally does not enter into investments for trading or speculative purposes, rather to preserve its capital for the purpose of funding
operations. Deferred
Offering Costs Specific
incremental legal, accounting and other fees and costs directly attributable to a proposed or actual offering of securities may properly
be deferred and charged against the gross proceeds of such an offering. As of December 31, 2020 and 2019, there were $946,912 and $260,211,
respectively, of Initial Public Offering costs, primarily consisting of legal, accounting and printing fees, that were capitalized in
other non-current assets on the balance sheet. Concentration
of Credit Risk Financial
instruments that potentially subject the Company to concentration of credit risk include cash. At December 31, 2020 and 2019, substantially
all of the cash balances are deposited in one banking institution. At various times, the Company has deposits in financial institutions
which are in excess of federally insured limits. Functional
Currency The
Company has operations in Switzerland and the United States. The Company’s functional currency is the U.S. dollar (“USD”).
The results of its non-USD based operations are translated to USD at the average exchange rates during the year. The Company’s
assets and liabilities are translated using the current exchange rate as of the balance sheet date and shareholders’ equity is
translated using historical rates. Foreign exchange transaction gains and losses are included in other income/expense in the Company’s
results of operations. Revenue
Recognition As
of December 31, 2020, the Company has not recognized any revenue from its exclusive license agreement (the “EF License Agreement”),
as the upfront payment the Company received has been deferred. The EF License Agreement is to develop and commercialize its product candidate,
Nolazol, in Latin American countries with Eurofarma Laboratorios S.A. (“Eurofarma”), a Brazilian pharmaceutical company.
The EF License Agreement is within the scope of ASC 606, “ Revenue from Contract with Customers Under
ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the
consideration which the entity expects to receive in exchange for those goods or services. To determine the appropriate amount of revenue
to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs the following five steps: (i) identification
of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations
including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint
on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when
(or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable
that the entity will collect consideration it is entitled to in exchange for the goods or services it transfers to the customer. Performance
obligations are promised goods or services in a contract to transfer a distinct good or service to the customer and are considered distinct
when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the
promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services
are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities
of the customer to develop the intellectual property on its own or whether the required expertise is readily available and whether the
goods or services are integral to or dependent on other goods or services in the contract. The
Company estimates the transaction price based on the amount expected to be received for transferring the promised goods or services in
the contract. The consideration may include fixed consideration or variable consideration. At the inception of each arrangement that
includes variable consideration, the Company evaluates the amount of potential payments and the likelihood that the payments will be
received. The Company utilizes either the most likely amount method or expected amount method to estimate the amount expected to be received
based on which method best predicts the amount expected to be received. The amount of variable consideration which is included in the
transaction price may be constrained and is included in the transaction price only to the extent that it is probable that a significant
reversal in the amount of the cumulative revenue recognized will not occur in a future period. The
Company allocates the transaction price based on the estimated stand-alone selling price of each of the performance obligations. The
Company must develop assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified
in a contract with a customer. The Company utilizes key assumptions to determine the stand-alone selling price for service obligations,
which may include other comparable transactions, pricing considered in negotiating the transaction and the estimated costs. Additionally,
in determining the stand-alone selling price for material rights, the Company may reference comparable transactions, clinical trial success
probabilities, and develop estimates of option exercise likelihood. Any variable consideration is allocated specifically to one or more
performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation
and the resulting amounts allocated are consistent with the amounts the Company would expect to receive for the satisfaction of each
performance obligation. The
consideration allocated to each performance obligation is recognized as revenue when control is transferred for the related goods or
services. For performance obligations which consist of licenses and other promises, the Company utilizes judgment to assess the nature
of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point
in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress at each reporting
period and, if necessary, adjusts the measure of performance and related revenue recognition. Development
and regulatory milestone payments are assessed under the most likely amount method and constrained if it is probable that a significant
revenue reversal would occur. Milestone payments that are not within the Company’s control or the licensee’s control, such
as regulatory approvals, are not considered probable of being achieved until those approvals are received. At the end of each reporting
period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and if necessary,
adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would
affect license revenues in the period of adjustment. To date, the Company has not recognized any consideration related to the achievement
of development, regulatory, or commercial milestone revenue resulting from the EF License Agreement. For
revenue related to sales-based royalties received from licensees, including milestone payments based on the level of sales, where the
license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the
related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied
(or partially satisfied). To date, the Company has not recognized any consideration related to sales-based royalty revenue resulting
from any of the Company’s license agreement. To
the extent the Company receives payments, including non-refundable payments, in excess of the recognized revenue, such excess is recorded
as deferred revenue until the Company performs its obligations under these arrangements. Amounts are recorded as accounts receivable
when the Company’s right to consideration is unconditional. Research
and Development Costs
for research and development (“R&D”) of products, including payroll, contractor expenses, and supplies, are expensed
as incurred. Clinical trial and other development costs incurred by third parties are expensed as the contracted work is performed. Where
contingent milestone payments are due to third parties under research and development arrangements, the obligations are recorded when
the milestone results are probable of being achieved. General
and Administrative Expenses General
and administrative expenses include personnel costs, expenses for outside professional services, and all other allocated expenses. Personnel
costs consist of salaries, cash bonuses and benefits. Outside professional services consist of legal fees (including intellectual property
and corporate matters), accounting and audit services, IT and other consulting fees. Fair
Value Measurements The
Company measures and discloses fair value in accordance with ASC 820, “ Fair Value,” Level
1 - unadjusted quoted prices are available in active markets for identical assets or liabilities that the Company has the ability to
access as of the measurement date. Level
2 - pricing inputs are other than quoted prices in active markets that are directly observable for the asset or liability or indirectly
observable through corroboration with observable market data. Level
3 - pricing inputs are unobservable for the non-financial asset or liability and only used when there is little, if any, market activity
for the non-financial asset or liability at the measurement date. The inputs into the determination of fair value require significant
management judgment or estimation. Fair value is determined using comparable market transactions and other valuation methodologies, adjusted
as appropriate for liquidity, credit, market and/or other risk factors. This
hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining
fair value. The
Company’s cash and cash equivalents are carried at fair value, determined according to the fair value hierarchy described above.
The carrying values of the Company’s accounts payable approximate their fair value due to the short-term nature of these liabilities.
The carrying value of the Company’s debt is estimated to approximate its fair value, as the notes are near maturity and the interest
rates on the debts approximates market rates. Debt
Issuance Costs and Debt Discount Debt
issuance costs related to a recognized debt liability are presented on the balance sheet as a direct deduction from the carrying amount
of that debt liability, consistent with debt discounts, and are amortized to interest expense over the term of the related debt using
the effective interest method. Income
Taxes The
Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax
returns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities
using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities
are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from
future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that
all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax
expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering
prudent and feasible tax planning strategies. Due
to the fact that the Company has a history of generating losses, and expects to generate losses in the foreseeable future, a full valuation
allowance has been recorded as no deferred taxes have been recognized. The
Company accounts for uncertain tax positions in accordance with an amendment to ASC Topic 740-10, “ Income
Taxes ( Accounting for Uncertainty in Income Taxes),” which
clarified the accounting for uncertainty in tax positions. This amendment provides that the tax effects from an uncertain tax position
can be recognized in the financial statements only if the position is “more-likely-than-not” to be sustained were it to be
challenged by a taxing authority. The assessment of the tax position is based solely on the technical merits of the position, without
regard to the likelihood that the tax position may be challenged. If an uncertain tax position meets the “more-likely-than-not”
threshold, the largest amount of tax benefit that is more than 50% likely to be recognized upon ultimate settlement with the taxing authority
is recorded. Employee
Benefits (including Post Retirement Benefits) The
Company operates the mandatory pension plan for its employees in Switzerland. The plan is generally funded through payments to insurance
companies or trustee-administered funds. The Company has a pension plan designed to pay pensions based on accumulated contributions on
individual savings accounts. However, this plan is classified as a defined benefit plan under ASC 960 “Plan Accounting –
Defined Benefit Pension Plans The
net defined benefit liability is the present value of the defined benefit obligation at the balance sheet date minus the fair value of
plan assets. The defined benefit obligation is in all material cases calculated annually by independent actuaries using the projected
unit credit method, which reflects services rendered by employees to the date of valuation, incorporates assumptions concerning employees’
projected salaries, pension increases as well as discount rates of highly liquid corporate bonds which have terms to maturity approximating
the terms of the related liability. Remeasurements
of the net defined benefit liability, which comprise actuarial gains and losses, and the return on plan assets (excluding interest),
are recognized immediately in Other Comprehensive Loss. Past service costs, including curtailment gains or losses, are recognized immediately
as a split in research and development and general and administrative expenses within the operating results. Settlement gains or losses
are recognized in either research and development and/or general and administrative expenses within the operating results. The Company
determines the net interest expense (income) on the net defined benefit liability for the period by applying the discount rate used to
measure the defined benefit obligation at the beginning of the annual period or in case of any significant events between measurement
dates to the then-net defined benefit liability, taking into account any changes in the net defined benefit liability during the period
as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognized
in the statement of operations and comprehensive loss. Earnings
per Share Basic
net loss per common share is computed by dividing the net loss applicable to common shareholders by the weighted-average number of common
shares outstanding during the year. Diluted loss per common share is computed similar to basic loss per share, except that the denominator
is increased to include the number of additional potential common shares that would have been outstanding if the potential common shares
had been issued and if the additional common shares were dilutive. Potential common shares are excluded from the computation for a period
in which a net loss is reported or if their effect is anti-dilutive. The Company’s potential common shares consist of convertible
promissory notes and convertible loans with their potential dilutive effect considered using the “if-converted” method. For
the years ended December 31, 2020 and 2019, 50,205 and 20,000 shares related to the convertible loans were excluded from the computation,
respectively. Segment
Reporting The Company
manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s
singular focus is on developing therapeutics for the treatment of neurobehavioral and neurocognitive disorders. All of the Company’s
tangible assets are held in Switzerland. Accounting
Pronouncements – Not Yet Adopted In
December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes Accounting
Pronouncements – Recently Adopted In
August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure
Requirements for Fair Value Measurement |
