N2OFF (NITO) 10-Q 11 Aug 20 2020 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	6 Months Ended
	Jun. 30, 2020shares
Document And Entity Information
Entity Registrant Name	Save Foods Inc.
Entity Central Index Key	0001789192
Document Type	10-Q
Document Period End Date	Jun. 30, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	10,209,487
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2020

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Current Assets
Cash and cash equivalents	$ 35,251	$ 290,815
Restricted Cash	38,084	38,194
Accounts receivable, net		64,003
Inventories	11,267	16,302
Other current assets	50,903	15,300
Total Current assets	135,505	424,614
Right Of Use asset arising from operating lease	37,878	48,982
Property and Equipment, Net	66,289	81,119
Funds in Respect of Employee Rights Upon Retirement	113,009	109,955
Total assets	352,681	664,670
Current Liabilities
Short-term loan from banking institution	7,291	7,230
Accounts payable	180,432	235,864
Other accounts payable	419,371	380,732
Total current liabilities	607,094	623,826
Convertible Loans		285,917
Long term from banking institution	11,237	14,955
Liability for employee rights upon retirement	146,423	142,091
Total liabilities	764,754	1,066,789
Stockholders' Deficit
Common stocks of US$ 0.0001 par value each (""Common Stocks""): 495,000,000 shares authorized as of June 30, 2020 and December 31, 2019; issued and outstanding 10,209,487 shares as of June 30, 2020 and December 31, 2019, respectively.	1,021	1,021
Preferred stocks of US$ 0.0001 par value (""Preferred stocks""): 5,000,000 shares authorized as of June 30, 2020 and December 31, 2019; issued and outstanding 0 shares as of June 30, 2020 and December 31, 2019.
Additional paid-in capital	11,166,664	10,328,696
Proceeds on account of shares	100,000
Foreign currency translation adjustments	(26,275)	(26,275)
Accumulated deficit	(11,627,200)	(10,684,508)
Stockholders' Equity	(385,790)	(381,066)
Non-controlling interests	(26,283)	(21,053)
Total stockholders' deficit	(412,073)	(402,119)
Total liabilities and stockholders' deficit	$ 352,681	$ 664,670

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Common stocks, par value	$ 0.0001	$ 0.0001
Common stocks, shares authorized	495,000,000	495,000,000
Common stocks, shares issued	10,209,487	10,209,487
Common stocks, shares outstanding	10,209,487	10,209,487
Preferred stocks, par value	$ 0.0001	$ 0.0001
Preferred stocks, shares authorized	5,000,000	5,000,000
Preferred stocks, shares issued	0	0
Preferred stocks, shares outstanding	0	0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Income Statement [Abstract]
Revenues from sales of products			$ 63,566	$ 129,733
Cost of sales	(4,911)	(64,994)	(25,686)	(99,035)
Gross profit	(4,911)	(64,994)	37,880	30,698
Research and development expenses	(95,707)	(87,177)	(253,343)	(219,003)
Selling and marketing expenses	(7,811)	(111,599)	(36,748)	(258,161)
General and administrative expenses	(295,297)	(264,603)	(513,376)	(427,751)
Operating loss	(403,726)	(528,373)	(765,587)	(874,217)
Financing expenses, net	(193,149)	(7,816)	(200,351)	(21,318)
Share in losses of affiliated company		(6,382)		(6,382)
Gain on disposal of affiliated company	15,690		15,690
Net loss	(581,185)	(542,571)	(950,248)	(901,917)
Less: Net loss attributable to non-controlling interests	4,140	5,148	7,556	8,732
Net loss attributable to the Company	$ (577,045)	$ (537,423)	$ (942,692)	$ (893,185)
Loss per share (basic and diluted)	$ (0.06)	$ (0.05)	$ (0.09)	$ (0.09)
Basic and diluted weighted average number of shares of common stock outstanding	10,209,487	9,872,441	10,209,487	9,741,521

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Proceeds on Account of shares [Member]	Accumulated Deficit [Member]	Total Company's Stockholders' Equity [Member]	Non-controlling Interest [Member]	Total
Beginning balance at Dec. 31, 2018	$ 923	$ 8,851,670	$ (26,275)	$ 105,000	$ (8,713,091)	$ 218,227	$ (6,712)	$ 211,515
Beginning balance, shares at Dec. 31, 2018	9,228,339
Issuance of shares for cash	$ 90	845,611		(105,000)		(740,701)		740,701
Issuance of shares for cash, shares	897,814
Stock based compensation		158,956				158,956	1,702	160,658
Comprehensive loss					(893,185)	(893,185)	(8,732)	(901,917)
Ending balance at Jun. 30, 2019	$ 1,013	9,856,237	(26,275)		(9,606,276)	(224,699)	(13,742)	210,957
Ending balance, shares at Jun. 30, 2019	10,126,153
Beginning balance at Dec. 31, 2019	$ 1,021	10,328,696	(26,275)		(10,684,508)	(381,066)	(21,053)	(402,119)
Beginning balance, shares at Dec. 31, 2019	10,209,487
Stock based compensation		217,341				217,341	2,326	219,667
Receipts on account of shares				100,000		100,000		100,000
Conversion of convertible loans		620,627				620,627		620,627
Comprehensive loss					(942,692)	(942,692)	(7,556)	(950,248)
Ending balance at Jun. 30, 2020	$ 1,021	$ 11,166,664	$ (26,275)	$ 100,000	$ (11,627,200)	$ (385,790)	$ (26,283)	$ (412,073)
Ending balance, shares at Jun. 30, 2020	10,209,487

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period	$ (950,248)	$ (901,917)
Adjustments required to reconcile net loss for the period to net cash used in operating activities:
Depreciation and amortization	25,934	3,539
Share in losses of affiliated company		6,382
Gain on disposal of affiliated company	(15,690)
Increase in liability for employee rights upon retirement	4,332	9,153
Stock based compensation	219,667	160,658
Expenses on convertible loans	141,926	1,342
Conversion of convertible loans	57,793
Increase in accounts receivable	64,003	95,806
Decrease in inventory	5,035	38,085
Decrease (increase) in other current assets	(30,516)	211
Decrease in accounts payable	(55,428)	(21,639)
Increase in other accounts payable	64,193	13,702
Net cash used in operating activities	(468,999)	(594,678)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments on (proceeds from) investment in unconsolidated entity	2,480	(7,567)
Short term deposits in banking institutions		(36,646)
Increase in funds in respect of employee rights upon retirement	(3,054)	(6,036)
Net cash used in investing activities	(574)	(50,249)
CASH FLOWS FROM FINANCING ACTIVITIES:
Secured promissory notes	135,000
Proceeds on account of shares	100,000
Repayments of right of use asset arising from operating lease	(17,435)
Repayments of long term banking institute	(3,556)	(38,520)
Proceeds from stock issued for cash		740,701
Net cash provided by financing activities	214,009	702,181
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(255,564)	57,254
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	290,815	439,806
CASH AND CASH EQUIVALENTS AT END OF PERIOD	35,251	497,060
Non cash transactions:
Disposal of affiliated company	5,087
Issuance of warrants in convertible loans	34,696
Conversion of convertible loans	$ 528,138

General

General	6 Months Ended
	Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
General	NOTE 1 - GENERAL Save Foods Inc. (the "Company") was incorporated on April 1, 2009, under the laws of the State of Delaware. On April 27, 2009, the Company acquired from its stockholders all of the issued and outstanding shares of Save Foods Ltd. (formerly Pimi Agro Cleantech Ltd). ("Save Foods Israel"), including preferred and ordinary shares. Save Foods Israel was incorporated in 2004 and commenced its operations in 2005. Save Foods Israel develops, produces, and focuses on delivering innovative solutions for the food industry aimed at improving food safety and prolonging shelf life of fresh produce. In February 2010, the Company’s shares of common stock were initially quoted on the OTC Bulletin Board under the symbol “PIMZ.OB”. As of the date of these financial statements, the Company’s shares of common stock are quoted on the OTC Pink under the symbol “SAFO”. Going Concern Since its incorporation (April 1, 2009), the Company has not had any operations other than those carried out by Save Foods Israel. The development and commercialization of Save Foods Israel’s products will require substantial expenditures. Save Foods Israel and the Company have not yet generated sufficient revenues from their operations to fund the Group activities and are therefore dependent upon external sources for financing their operations. There can be no assurance that Save Foods Israel and the Company will succeed in obtaining the necessary financing to continue their operations. As of June 30, 2020, the Company had $35,251 in cash, a negative working capital of $471,589 and an accumulated deficit of $11,505,524. The Company will need to secure additional capital in the future in order to meet its anticipated liquidity needs primarily through the sale of additional Common Stock or other equity securities and/or debt financing. Funds from these sources may not be available to the Company on acceptable terms, if at all, and the Company cannot give assurance that it will be successful in securing such additional capital. The Company focuses its solutions towards vegetables and fruits which are considered the largest in terms of worldwide consumption. Among other things, the Company tries to cooperate with major fruit packing houses in Israel and abroad. As of balance sheet date, the Company had not signed any significant agreements. These factors raise substantial doubt about Save Foods Israel and the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus (SARS-CoV-2) to be a global pandemic (COVID-19), which continues to spread throughout the United States and around the world. The COVID-19 pandemic is having significant effects on global markets, supply chains, businesses, and communities. Specific to the Company, COVID-19 may impact various parts of its 2020 operations and financial results including but not limited to reduction is sales, difficulties in obtaining additional financing, or potential shortages of personnel. The Company believes it is taking appropriate actions to mitigate the negative impact. However, the full impact of COVID-19 is unknown and cannot be reasonably estimated as these events occurred subsequent to year end and are still developing.

Summary of Significant Accounti

Summary of Significant Accounting Policies and Basis of Presentation	6 Months Ended
	Jun. 30, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies and Basis of Presentation	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Unaudited Interim Financial Statements The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q. In the opinion of management, the financial statements presented herein have not been audited by an independent registered public accounting firm but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the for six-months ended June 30, 2020. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2020. The preparation of financial statements in conformity with GAAP requires the Company to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates. Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on published on the OTCIQ Alternative Reporting System, for the year ended December 31, 2019. Principles of Consolidation The consolidated financial statements are prepared in accordance with US GAAP. The consolidated financial statements of the Company include the Company and its wholly-owned and majority-owned subsidiaries. All inter-company balances and transactions have been eliminated. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to the going concern assumptions and convertible loans. Recent Accounting Pronouncements In June 2016, FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. In November 2018, FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses”, which amends the scope and transition requirements of ASU 2016-13. Topic 326 requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. Topic 326 will originally become effective for the Company beginning January 1, 2020, with early adoption permitted, on a modified retrospective approach. As a smaller reporting company, the effective date for the Company has been delayed until fiscal years beginning after December 15, 2022, in accordance with ASU 2019-10, although early adoption is still permitted. This standard is not expected to have a material impact to the Company’s consolidated financial statements after evaluation. In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842) The new standard also provides practical expedients and recognition exemptions for an entity’s ongoing accounting policy elections. The Company elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities. The Company also elected the practical expedient not to separate lease and non-lease components for all of our leases. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements and related disclosures. In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022, though early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. This standard is not expected to have a material impact to the Company’s consolidated financial statements after evaluation.

Convertible Loans

Convertible Loans	6 Months Ended
	Jun. 30, 2020
Debt Disclosure [Abstract]
Convertible Loans	NOTE 3 – CONVERTIBLE LOANS In December 2019, the Company entered into a series of Convertible Loan Agreements (each a “CLA”) with third parties and certain existing shareholders (the “Lenders”), pursuant to which the Lenders agreed to provide the Company loans in the aggregate amount of $379,000 and in exchange the Company issued to the Lenders (i) convertible promissory notes (the “Notes”) and (ii) warrants with an exercise price of $1.20. In January and March 2020, the Company entered into two additional CLAs for an aggregate amount of $135,000, pursuant to the same terms. According to the terms of the CLA, the Notes bore interest at a rate of 5% per annum and the loan amount represented by the Notes was to be repaid to the Lenders according to the following schedule: (i) the principal amount represented by the Notes to be repaid in twenty four equal monthly installments, commencing on the twenty fifth month following the closing of each CLA and (ii) the interest accrued on the loan amount to be paid in two bi-annual installments, commencing on the first anniversary of the first payment of the principal amount. According to the terms of the CLA, the outstanding loan amount was to mature on the earlier of (i) the third anniversary of each CLA or (ii) a deemed liquidation event (as defined therein), and the Lenders may convert all or any portion of the Notes at any time prior to the one-year anniversary of each issuance into shares of Common Stock at a conversion price of US$1.20 per share. In accordance with ASC 815-15-25 the conversion feature was considered embedded derivative instruments, and is to be recorded at their fair value as its fair value can be separated from the convertible loan and its conversion is independent of the underlying note value. The Company recorded finance expenses in respect of the convertible component in the convertible loan in the excess amount of the convertible component fair value over the face loan amount. The conversion liability is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations. As a result of the above issuances, the Company recorded in the periods ended March 31, 2020 and December 31, 2019, total amounts of US$34,696 and US$97,406, respectively, in respect of the detachable warrants, as a credit to stockholders' equity (additional paid in capital). The fair value of the warrants was determined using the Black-Scholes pricing model, assuming a risk free rate of 1.6%, a volatility factor of 54.00 %, dividend yields of 0% and an expected life of 3 years. On June 24, 2020, the Company entered into a Securities Purchase Agreement (the “SPA”) with the Lenders in connection with the sale and issuance of 485,318 units (“Units”), at a purchase price of US$1.09 per Unit. Each Unit consists of: (i) one share of the Company’s common stock par value US$0.0001 per share (the “Common Stock”) and (ii) one warrant to purchase one share of Common Stock with an exercise price of US$1.20 (the “Warrant”). In connection with the SPA, the Company issued to the Lenders an aggregate of 485,318 shares of Common Stock and Warrants to purchase an aggregate of 485,318 shares of Common Stock. The shares of Common Stock were issued on July 2, 2020. Simultaneous with and conditioned upon the execution of the SPA, the Company and each of the Lenders agreed to effectively cancel the CLA and the equity securities issued thereunder. In connection therewith, each of the Lenders voluntarily waived any right to receive interest that accrued thereupon pursuant to the CLA. The Company evaluated the transaction as an exchange of instruments and as a result of the above conversion, recorded a compensation expenses in a total amount of US$57,793, in the six months ended June 30, 2020, and as a credit to stockholders’ equity (additional paid in capital). The fair value of the additional shares granted in the conversion was calculated based on the Company’s share price as of the date of the conversion. The fair value of the additional warrants granted in the conversion was determined using the Black-Scholes pricing model, assuming a risk free rate of 0.21%, a volatility factor of 51.96%, dividend yields of 0 % and an expected life of 2.45-2.71 years. During the periods ended June 30, 2020 and December 31, 2019, the Company recorded net interest and amortization expenses in the amounts of $141,917 and $4,323, respectively, in respect of the discounts recorded on the CLAs.

Common Stock

Common Stock	6 Months Ended
	Jun. 30, 2020
Equity [Abstract]
Common Stock	NOTE 4 – COMMON STOCK On May 9, 2019, the Company entered into a Securities Purchase Agreement with an existing shareholder (the “Investor”), pursuant to which the Company sold to the Investor for an aggregated amount of $100,000, 91,743 units at a price per unit of $1.09 (the "Units"), each Unit consists of (i) one share of common stock of the Company and (ii) one warrants to purchase one share of Company's common stock with an exercise price of $1.20 for a period of 36 months following the issuance date. The shares of common stock were issued after balance sheet date.

Stock Options

Stock Options	6 Months Ended
	Jun. 30, 2020
Share-based Payment Arrangement [Abstract]
Stock Options	NOTE 5 – STOCK OPTIONS On June 23, 2020, the Company granted 148,000 options under the 2018 Equity Incentive Plan. The options shall vest quarterly over two years commencing June 23, 2020, whereby 12.50% of the shares covered by the options will vest on the three month anniversary of June 23, 2020, and 12.50% of the shares covered by the options at the end of each subsequent three month period thereafter over the course of the subsequent twenty-one months. The following table presents the Company’s stock option activity for employees and directors of the Company for the six months ended June 30, 2020: Number of Weighted Outstanding at December 31,2019 1,150,004 0.45 Granted 148,000 0.45 Exercised - - Forfeited or expired (150,000 ) 0.45 Outstanding at June 30,2020 1,148,004 0.45 Number of options exercisable at June 30, 2020 429,169 0.45 The aggregate intrinsic value of the awards outstanding as of June 30, 2020 is US$516,602. These amounts represent the total intrinsic value, based on the Company’s stock price of US$ 0.9 as of June 30, 2020, less the weighted exercise price. This represents the potential amount received by the option holders had all option holders exercised their options as of that date. Costs incurred in respect of stock-based compensation for employees and directors, for the six and three months ended June 30, 2020 were $85,864 and $54,256, respectively.

Related Parties

Related Parties	6 Months Ended
	Jun. 30, 2020
Related Party Transactions [Abstract]
Related Parties	NOTE 6 – RELATED PARTIES A. Transactions and balances with related parties Six months ended June 30 2020 2019 General and administrative expenses: Directors compensation (*) 228,136 125,855 Salaries and fees to officers (*) 135,339 70,687 363,475 196,542 (*) share based compensation 199,199 75,579 Research and development expenses: Salaries and fees to officers 25,272 57,433 B. Balances with related parties and officers: As of June 30, 2020 2019 Other accounts payables 258,782 150,961

Investment In Savecann Solution

Investment In Savecann Solutions Inc	6 Months Ended
	Jun. 30, 2020
Investments, All Other Investments [Abstract]
Investment In Savecann Solutions Inc	NOTE 7 – INVESTMENT IN SAVECANN SOLUTIONS INC On April 2, 2019, the Company invested 10,000 Canadian Dollars for 20% of the outstanding shares of Savecann Solutions Inc. (“Savescann”) a newly formed company registered in Canada. Savecann intended to market the Company's solutions to the Cannabis market. On April 21, 2020, the Company sold its entire holdings in Savecann for total consideration of 10,000 Canadian Dollars.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2020
Subsequent Events [Abstract]
Subsequent Events	NOTE 8 – SUBSEQUENT EVENTS On July 1, 2020, the Company granted 500,000 options to purchase its common stock under the 2018 Equity Incentive Plan. These options shall vest quarterly over two years commencing June 1, 2020, whereby 12.50% of the shares covered by the options will vest on the three month anniversary of June 1, 2020, and 12.50% of the shares covered by the options at the end of each subsequent three month period thereafter over the course of the subsequent twenty-one months. On July 2, 2020, the Company issued 485,318 shares of common stock in respect of the conversion of convertible loans as detailed in note 3 above. In addition, on the same date, the Company issued 91,743 shares of common stock in respect of Security Purchase Agreement detailed in note 4 above. During July 2020, the Company entered into Securities Purchase Agreements with existing shareholders (the “Investors”), pursuant to which the Company sold to the Investors for an aggregate amount of $75,000, 68,808 units at a price per unit of $1.09 (the "Units"), each Unit consists of (i) one share of common stock of the Company and (ii) one warrant to purchase one share of Company's common stock with an exercise price of $1.20 for a period of 36 months following the issuance date.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies and Basis of Presentation (Policies)	6 Months Ended
	Jun. 30, 2020
Accounting Policies [Abstract]
Unaudited Interim Financial Statements	Unaudited Interim Financial Statements The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q. In the opinion of management, the financial statements presented herein have not been audited by an independent registered public accounting firm but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the for six-months ended June 30, 2020. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2020. The preparation of financial statements in conformity with GAAP requires the Company to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates. Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on published on the OTCIQ Alternative Reporting System, for the year ended December 31, 2019.
Principles of Consolidation	Principles of Consolidation The consolidated financial statements are prepared in accordance with US GAAP. The consolidated financial statements of the Company include the Company and its wholly-owned and majority-owned subsidiaries. All inter-company balances and transactions have been eliminated.
Use of Estimates	Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to the going concern assumptions and convertible loans.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2016, FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. In November 2018, FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses”, which amends the scope and transition requirements of ASU 2016-13. Topic 326 requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. Topic 326 will originally become effective for the Company beginning January 1, 2020, with early adoption permitted, on a modified retrospective approach. As a smaller reporting company, the effective date for the Company has been delayed until fiscal years beginning after December 15, 2022, in accordance with ASU 2019-10, although early adoption is still permitted. This standard is not expected to have a material impact to the Company’s consolidated financial statements after evaluation. In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842) The new standard also provides practical expedients and recognition exemptions for an entity’s ongoing accounting policy elections. The Company elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities. The Company also elected the practical expedient not to separate lease and non-lease components for all of our leases. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements and related disclosures. In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022, though early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. This standard is not expected to have a material impact to the Company’s consolidated financial statements after evaluation.

Stock Options (Tables)

Stock Options (Tables)	6 Months Ended
	Jun. 30, 2020
Share-based Payment Arrangement [Abstract]
Schedule of Stock Option Activity	The following table presents the Company’s stock option activity for employees and directors of the Company for the six months ended June 30, 2020: Number of Weighted Outstanding at December 31,2019 1,150,004 0.45 Granted 148,000 0.45 Exercised - - Forfeited or expired (150,000 ) 0.45 Outstanding at June 30,2020 1,148,004 0.45 Number of options exercisable at June 30, 2020 429,169 0.45

Related Parties (Tables)

Related Parties (Tables)	6 Months Ended
	Jun. 30, 2020
Related Party Transactions [Abstract]
Schedule of Transactions and Balances with Related Parties	A. Transactions and balances with related parties Six months ended June 30 2020 2019 General and administrative expenses: Directors compensation (*) 228,136 125,855 Salaries and fees to officers (*) 135,339 70,687 363,475 196,542 (*) share based compensation 199,199 75,579 Research and development expenses: Salaries and fees to officers 25,272 57,433 B. Balances with related parties and officers: As of June 30, 2020 2019 Other accounts payables 258,782 150,961

General (Details Narrative)

General (Details Narrative) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 35,251	$ 290,815
Working capital	(471,589)
Accumulated deficit	$ (11,627,200)	$ (10,684,508)

Convertible Loans (Details Narr

Convertible Loans (Details Narrative)	Jun. 24, 2020$ / sharesshares	May 09, 2019$ / sharesshares	Jun. 30, 2020USD ($)$ / shares	Jun. 30, 2019USD ($)	Dec. 31, 2019USD ($)$ / shares	Mar. 31, 2020USD ($)	Jan. 31, 2020USD ($)
Common stock par value			$ 0.0001		$ 0.0001
Common stock exercise price			$ 0.9
Compensation expenses | $			$ 219,667	$ 160,658
Risk Free Interest Rate [Member]
Measurement input, percentage			0.21
Volatility [Member]
Measurement input, percentage			51.96
Dividend Yield [Member]
Measurement input, percentage			0
Convertible Loan Agreements [Member]
Principal amount | $					$ 379,000
Warrant exercise price per share					$ 1.20
Interest rate					5.00%
Conversion price per share					$ 1.20
Detachable warrants | $					$ 97,406	$ 34,696
Amortization expenses | $			$ 141,917		$ 4,323
Convertible Loan Agreements [Member] | Risk Free Interest Rate [Member]
Measurement input, percentage			0.016
Convertible Loan Agreements [Member] | Volatility [Member]
Measurement input, percentage			0.5400
Convertible Loan Agreements [Member] | Dividend Yield [Member]
Measurement input, percentage			0
Convertible Loan Agreements [Member] | Expected Term [Member]
Measurement input, term			3 years
Two Additional Convertible Loan Agreements [Member]
Principal amount | $						$ 135,000	$ 135,000
Securities Purchase Agreement [Member]
Warrant exercise price per share		$ 1.20
Sale of stock in units | shares	485,318	91,743
Sale of stock price per unit	$ 1.09	$ 1.09
Common stock par value	0.0001
Common stock exercise price	$ 1.20
Warrant description	Each Unit consists of: (i) one share of the Company's common stock par value US$0.0001 per share (the "Common Stock") and (ii) one warrant to purchase one share of Common Stock with an exercise price of US$1.20 (the "Warrant").
Compensation expenses | $			$ 57,793
Securities Purchase Agreement [Member] | Minimum [Member]
Measurement input, term			2 years 5 months 12 days
Securities Purchase Agreement [Member] | Maximum [Member]
Measurement input, term			2 years 8 months 16 days
Securities Purchase Agreement [Member] | Investors [Member]
Issuance of shares of common stock | shares	485,318
Warrants to purchase common stock | shares	485,318

Common Stock (Details Narrative

Common Stock (Details Narrative) - Securities Purchase Agreement [Member] - USD ($)	Jun. 24, 2020	May 09, 2019
Sale of stock, value		$ 100,000
Sale of stock	485,318	91,743
Sale of stock, price	$ 1.09	$ 1.09
Warrants exercise price		$ 1.20
Warrants description		Unit consists of (i) one share of common stock of the Company and (ii) one warrants to purchase one share of Company's common stock with an exercise price of $1.20 for a period of 36 months following the issuance date. The shares of common stock were issued after balance sheet date.

Stock Options (Details Narrativ

Stock Options (Details Narrative) - USD ($)	Jun. 23, 2020	Jun. 30, 2020	Jun. 30, 2020	Jun. 30, 2019
Options granted			148,000
Aggregate intrinsic value		$ 516,602	$ 516,602
Stock price		$ 0.9	$ 0.9
Share based compensation			$ 219,667	$ 160,658
Employees and Directors [Member]
Share based compensation		$ 54,256	$ 85,864
2018 Equity Incentive Plan [Member]
Options granted	148,000
Vesting percentage	12.50%
Share based compensation description	The options shall vest quarterly over two years commencing June 23, 2020, 12.50% of the Shares covered by the Options on the three month anniversary of the Vesting Commencement Date, and 12.50% of the Shares covered by the Options at the end of each subsequent three month period thereafter over the course of the subsequent twenty-one months.

Stock Options - Schedule of Sto

Stock Options - Schedule of Stock Option Activity (Details)	6 Months Ended
	Jun. 30, 2020$ / sharesshares
Share-based Payment Arrangement [Abstract]
Number of Options Outstanding, Beginning | shares	1,150,004
Number of Options, Granted | shares	148,000
Number of Options, Exercised | shares
Number of Options, Forfeited or Expired | shares	150,000
Number of Options Outstanding, Ending | shares	1,148,004
Number of Options Exercisable | shares	429,169
Weighted Average Exercise Price, Beginning | $ / shares	$ 0.45
Weighted Average Exercise Price, Granted | $ / shares	0.45
Weighted Average Exercise Price, Exercised | $ / shares
Weighted Average Exercise Price, Forfeited or Expired | $ / shares	0.45
Weighted Average Exercise Price, Ending | $ / shares	0.45
Weighted Average Exercise Price, Exercisable | $ / shares	$ 0.45

Related Parties - Schedule of T

Related Parties - Schedule of Transactions and Balances with Related Parties (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
General and administrative expense	$ 295,297	$ 264,603	$ 513,376	$ 427,751
Research and development expense	95,707	87,177	253,343	219,003
Share based compensation			219,667	160,658
Other accounts payables	$ 258,782	$ 150,961	258,782	150,961
General and Administrative Expense [Member]
General and administrative expense			363,475	196,542
Share based compensation			199,199	75,579
General and Administrative Expense [Member] | Directors Compensation[Member]
General and administrative expense			228,136	125,855
General and Administrative Expense [Member] | Salaries and Fees to Officers [Member]
General and administrative expense			135,339	70,687
Research and Development Expense [Member] | Salaries and Fees to Officers [Member]
Research and development expense			$ 25,272	$ 57,433

Investment In Savecann Soluti_2

Investment In Savecann Solutions Inc (Details Narrative) - Savescann Solutions Inc [Member] - Canadian Dollars [Member]	Apr. 21, 2020USD ($)	Apr. 02, 2019CAD ($)
Investment		$ 10,000
Investment percentage		20.00%
Total consideration	$ 10,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Jul. 02, 2020	Jul. 01, 2020	Jun. 24, 2020	Jun. 23, 2020	May 09, 2019	Jul. 31, 2020	Jun. 30, 2020
Options granted							148,000
Conversion of convertible loans							$ 620,627
Common stock exercise price							$ 0.9
Securities Purchase Agreement [Member]
Sale of stock, value					$ 100,000
Sale of stock in units			485,318		91,743
Sale of stock price per unit			$ 1.09		$ 1.09
Common stock exercise price			$ 1.20
Warrant description			Each Unit consists of: (i) one share of the Company's common stock par value US$0.0001 per share (the "Common Stock") and (ii) one warrant to purchase one share of Common Stock with an exercise price of US$1.20 (the "Warrant").
2018 Equity Incentive Plan [Member]
Options granted				148,000
Vesting percentage				12.50%
Share based compensation description				The options shall vest quarterly over two years commencing June 23, 2020, 12.50% of the Shares covered by the Options on the three month anniversary of the Vesting Commencement Date, and 12.50% of the Shares covered by the Options at the end of each subsequent three month period thereafter over the course of the subsequent twenty-one months.
Subsequent Event [Member]
Conversion of convertible loans	$ 485,318
Subsequent Event [Member] | Securities Purchase Agreement [Member]
Conversion of convertible loans, shares	91,743
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Investor [Member]
Sale of stock, value						$ 75,000
Sale of stock in units						68,808
Sale of stock price per unit						$ 1.09
Common stock exercise price						$ 1.20
Warrant description						One warrant to purchase one share of Company's common stock with an exercise price of $1.20 for a period of 36 months following the issuance date.
Subsequent Event [Member] | 2018 Equity Incentive Plan [Member]
Options granted		500,000
Vesting percentage		12.50%
Share based compensation description		The options shall vest quarterly over two years commencing June 1, 2020, whereby 12.50% of the shares covered by the options will vest on the three month anniversary of June 1, 2020, and 12.50% of the shares covered by the options at the end of each subsequent three month period thereafter over the course of the subsequent twenty-one months.