Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 12, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | USA EQUITIES CORP. | |
Entity Central Index Key | 0000856984 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 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 | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 6,562,735 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash and cash equivalents | $ 26,678 | $ 23,590 |
Prepaid expenses | 7,124 | 2,750 |
Total current assets | 33,802 | 26,340 |
Non-current assets: | ||
Capitalized software development costs, net of accumulated amortization of $0 and $0 respectively | 16,000 | |
Total assets | 49,802 | 26,340 |
Current Liabilities: | ||
Accounts payable and other current liabilities | 31,446 | 20,942 |
Convertible note payable, related party | 55,000 | |
Total current liabilities | 86,446 | 20,942 |
Accrued interest expenses | 106,242 | 93,501 |
Convertible notes payable | 451,003 | 341,688 |
Total long-term liabilities | 557,245 | 435,189 |
Total liabilities | 643,691 | 456,131 |
Stockholders' Deficit: | ||
Preferred stock, 10,000,000 shares authorized, $0.0001 par value; 1,080,092 shares issued and outstanding at September 30, 2020 and December 31, 2019 | 108 | 108 |
Common stock, 900,000,000 shares authorized, $0.0001 par value; 6,562,735 shares issued and outstanding at September 30, 2020 and 5,762,735 shares issued and outstanding at December 31, 2019 | 656 | 576 |
Additional paid-in capital | 1,060,395 | 990,856 |
Accumulated deficit | (1,655,048) | (1,421,331) |
Total stockholders' deficit | (593,889) | (429,791) |
Total liabilities and stockholders' deficit | $ 49,802 | $ 26,340 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Accumulated amortization costs | $ 0 | $ 0 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 1,080,092 | 1,080,092 |
Preferred stock, shares outstanding | 1,080,092 | 1,080,092 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 6,562,735 | 5,762,735 |
Common stock, shares outstanding | 6,562,735 | 5,762,735 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Operating Expenses: | ||||
General and administrative | 37,424 | 7,010 | 75,602 | 20,382 |
Research and development | 20,153 | 27,785 | 68,065 | 72,722 |
Marketing | 29,021 | 48,871 | ||
Loss on extinguishment of debt | 21,299 | |||
Total Operating Expenses | 86,598 | 34,795 | 213,837 | 93,104 |
Net Operating loss | (86,598) | (34,795) | (213,837) | (93,104) |
Interest expense | 6,850 | 2,884 | 19,880 | 8,463 |
Net loss | $ (93,448) | $ (37,679) | $ (233,717) | $ (101,567) |
Basic and diluted net loss per share | $ (0.01) | $ (0.01) | $ (0.04) | $ (0.02) |
Weighted average shares outstanding: (Basic and diluted) | 6,388,822 | 5,762,735 | 6,078,611 | 5,285,240 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 359 | $ 720,941 | $ (1,254,815) | $ (533,515) | |
Balance shares at Dec. 31, 2018 | 3,590,135 | ||||
Medical Practice Income transaction between entities under common control | $ 217 | 217 | |||
Medical Practice Income transaction between entities under common control, shares | 2,172,600 | ||||
Net loss | (41,760) | (41,760) | |||
Balance at Mar. 31, 2019 | $ 576 | 720,941 | (1,296,575) | (575,058) | |
Balance shares at Mar. 31, 2019 | 5,762,735 | ||||
Balance at Dec. 31, 2018 | $ 359 | 720,941 | (1,254,815) | (533,515) | |
Balance shares at Dec. 31, 2018 | 3,590,135 | ||||
Net loss | (101,567) | ||||
Balance at Sep. 30, 2019 | $ 576 | $ 108 | 990,856 | (1,356,382) | (364,842) |
Balance shares at Sep. 30, 2019 | 5,762,735 | 1,080,092 | |||
Balance at Dec. 31, 2018 | $ 359 | 720,941 | (1,254,815) | (533,515) | |
Balance shares at Dec. 31, 2018 | 3,590,135 | ||||
Balance at Dec. 31, 2019 | $ 576 | $ 108 | 990,856 | (1,421,331) | (429,791) |
Balance shares at Dec. 31, 2019 | 5,762,735 | 1,080,092 | |||
Balance at Mar. 31, 2019 | $ 576 | 720,941 | (1,296,575) | (575,058) | |
Balance shares at Mar. 31, 2019 | 5,762,735 | ||||
Net loss | (22,128) | (22,128) | |||
Balance at Jun. 30, 2019 | $ 576 | 720,941 | (1,318,703) | (597,186) | |
Balance shares at Jun. 30, 2019 | 5,762,735 | ||||
Conversion of Note to Preferred Stock | $ 108 | 269,915 | 270,023 | ||
Conversion of Note to Preferred Stock, shares | 1,080,092 | ||||
Net loss | (37,679) | (37,679) | |||
Balance at Sep. 30, 2019 | $ 576 | $ 108 | 990,856 | (1,356,382) | (364,842) |
Balance shares at Sep. 30, 2019 | 5,762,735 | 1,080,092 | |||
Balance at Dec. 31, 2019 | $ 576 | $ 108 | 990,856 | (1,421,331) | (429,791) |
Balance shares at Dec. 31, 2019 | 5,762,735 | 1,080,092 | |||
Stock-based compensation expense | 155 | 155 | |||
Net loss | (78,419) | (78,419) | |||
Balance at Mar. 31, 2020 | $ 576 | $ 108 | 991,011 | (1,499,750) | (508,055) |
Balance shares at Mar. 31, 2020 | 5,762,735 | 1,080,092 | |||
Balance at Dec. 31, 2019 | $ 576 | $ 108 | 990,856 | (1,421,331) | (429,791) |
Balance shares at Dec. 31, 2019 | 5,762,735 | 1,080,092 | |||
Net loss | (233,717) | ||||
Balance at Sep. 30, 2020 | $ 656 | $ 108 | 1,060,395 | (1,655,048) | (593,889) |
Balance shares at Sep. 30, 2020 | 6,562,735 | 1,080,092 | |||
Balance at Mar. 31, 2020 | $ 576 | $ 108 | 991,011 | (1,499,750) | (508,055) |
Balance shares at Mar. 31, 2020 | 5,762,735 | 1,080,092 | |||
Shares issued for services | $ 55 | 98,445 | 98,500 | ||
Shares issued for services, shares | 550,000 | ||||
Stock-based compensation expense | 1,085 | 1,085 | |||
Unearned compensation - shares issued for services | (72,281) | (72,281) | |||
Net loss | (61,850) | (61,850) | |||
Balance at Jun. 30, 2020 | $ 631 | $ 108 | 1,018,260 | (1,561,600) | (542,601) |
Balance shares at Jun. 30, 2020 | 6,312,735 | 1,080,092 | |||
Shares issued for services | $ 25 | 167,725 | 167,750 | ||
Shares issued for services, shares | 250,000 | ||||
Stock-based compensation expense | 2,921 | 2,921 | |||
Unearned compensation - shares issued for services | (128,511) | (128,511) | |||
Net loss | (93,448) | (93,448) | |||
Balance at Sep. 30, 2020 | $ 656 | $ 108 | $ 1,060,395 | $ (1,655,048) | $ (593,889) |
Balance shares at Sep. 30, 2020 | 6,562,735 | 1,080,092 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Operating activities | ||
Net loss | $ (233,717) | $ (101,567) |
Stock-based compensation | 4,161 | |
Shares issued for services | 65,458 | |
Loss on extinguishment of debt | 21,299 | |
Changes in net assets and liabilities: | ||
Increase in accrued interest | 19,029 | 8,349 |
Decrease in prepaid expenses | (4,374) | (2,375) |
Increase in accounts payable and accrued expenses | 1,715 | 6,832 |
Cash flows from operating activities | (126,429) | (88,761) |
Investing activities: | ||
Capitalized software | (16,000) | |
Cash flows from investing activities | (16,000) | |
Financing activities: | ||
Proceeds of related party borrowings | 90,517 | 69,714 |
Proceeds from sales of common stock | 217 | |
Issuance of convertible notes payable | 55,000 | 20,000 |
Cash flows from financing activities | 145,517 | 89,931 |
Change in cash | 3,088 | 1,170 |
Cash - beginning of year | 23,590 | |
Cash - end of period | 26,678 | 1,170 |
Supplemental noncash investing and financing activity: | ||
Conversion of due to related party to long-term debt | 88,016 | 124,562 |
Long-term debt and accrued interest converted to shares of preferred stock | $ 270,023 |
The Company
The Company | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | Note 1. The Company USA Equities Corp. (the “Company”, “We” or the “Registrant”) was incorporated in Delaware on September 1, 1983. In 2015 the Company changed its name to USA Equities Corp. On December 20, 2019 the Company entered into and consummated a share exchange with the former stockholders of Medical Practice Income, Inc. (“MPI”) pursuant to a share exchange agreement (the “Exchange Agreement”) by which the Company issued 2,172,600 shares of common stock, $.0001 par value (the “common stock”) to the former stockholders of MPI in exchange for all of the then issued and outstanding shares of common stock of MPI (the “Share Exchange”). MPI, based in West Palm Beach, Florida, is focused on value-based healthcare, informatics and algorithmic personalized medicine including digital therapeutics, behavior based remote patient monitoring, chronic care and preventive medicine. Prior to the transaction with MPI, the owner of a majority of the outstanding Class A voting shares of MPI, owned approximately 91% of our then outstanding shares. Consequently, the transaction with MPI was accounted for as a change in reporting entity between entities under common control, whereby a change in reporting entity requires retrospective combination of the entities for all periods as if the combination had been in effect since inception of common control in accordance with ASC 250-10-45-21. As a result of the Share Exchange, MPI became our wholly-owned-subsidiary. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, has negative operational cash flows and has no revenues. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. However, access to such funding may not be available on commercially reasonable terms, if at all. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern arise from this uncertainty. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 3. Basis of Presentation The condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of only normal recurring accruals, necessary for a fair statement of financial position, results of operations, and cash flows. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and the accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2019. The accounting policies are described in the “Notes to the Consolidated Financial Statements” in the 2019 Annual Report on Form 10-K and updated, as necessary, in this Form 10-Q. The year-end balance sheet data presented for comparative purposes was derived from audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States. The results of operations for the nine months ended September 30, 2020 and 2019 are not necessarily indicative of the operating results for the full year or for any other subsequent interim period. Risks Related to COVID-19 Pandemic The COVID-19 pandemic is affecting the United States and global economies and may affect the Company’s operations and those of third parties on which the Company relies. While the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, the impact of the COVID-19 pandemic could negatively impact the Company’s short-term and long-term liquidity. The ultimate impact of the COVID-19 pandemic is highly uncertain and the Company does not yet know the full extent of potential impacts on its business, financing or global economy as a whole. However, these effects could have a material impact on the Company’s liquidity, capital resources and operations. Accounting Policies Use of Estimates: Principles of Consolidation Cash and Cash Equivalents: Capitalized Software Development Costs: The estimated useful lives of software are reviewed at least annually and will be tested for impairment whenever events or changes in circumstances occur that could impact the recoverability of the assets. Capitalized software development costs for internal-use software, net of accumulated amortization, totaled $16,000 and $0 as of September 30, 2020 and December 31, 2019, respectively. Amortization expense on all capitalized software development cost was $0 in the three and nine-months ended September 30, 2020 and 2019. There were no impairments recognized during the three and nine-months ended September 30, 2020 and 2019. Revenue Recognition: Research and Development: Earnings Per Common Share: Income Taxes: “Accounting for Income Taxes,” The Company has net operating losses of $1,655,048 which begin to expire in 2027. Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of NOL and tax credit carry-forwards before full utilization. Impact of recently issued accounting standards There were no new accounting pronouncements that had a significant impact on the Company’s operating results or financial position. |
Convertible Notes
Convertible Notes | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Note 4. Convertible Notes Convertible notes payable at September 30, 2020 and December 31, 2019 consist of the following: September 30, 2020 December 31, 2019 Note 1 accrued interest and premium – Majority shareholder $ 192,954 $ 165,107 Note 2 and accrued interest – Majority shareholder 125,897 124,972 Note 3 and accrued interest – Shareholder 61,288 56,387 Note 4 and accrued interest – Majority shareholder 95,303 88,723 Note 5 and accrued interest – Accredited investors 55,075 - Note 6 and accrued interest – Majority shareholder 88,016 - Total Convertible notes payable and accrued interest $ 618,533 $ 435,189 Note 1 – In October, 2009, the Company issued a convertible promissory with a principal amount of $73,500 to its majority shareholder (Note 1). The note bears interest at the rate of 12% per annum until paid or the note and accrued interest is converted into shares of the Company’s common stock at a conversion price of $0.001. On February 27, 2020, the note was modified to extend the maturity date to March 31, 2023 and increase the conversion price to $0.10 per share. In accordance with ASC 470-50-40, the modification was accounted for as an extinguishment with a loss of $21,299 on the extinguishment of debt and an offsetting premium on the new note recorded during the quarter ended March 31, 2020. As of September 30, 2020 and December 31, 2019, this note had accumulated $98,155 and $91,607, respectively, in accrued interest. Note 2 – Effective September 1, 2019, the Company issued a Convertible Promissory Note in the principal amount of $124,562 to its majority shareholder in consideration for advances previously made to the Company (Note 2). This note bears interest at the rate of 1% per annum and is due and payable on December 30, 2022. The Note is convertible into shares of common stock at a price of $0.25 per share. As of September 30, 2020 and December 31, 2019, this note had accumulated $1,335 and $410, respectively of accrued interest. Note 3 – Effective September 12, 2019, the Company issued a Convertible Promissory Note in the principal amount of $55,000 to a shareholder (Note 3). This Note bears interest at the rate of 12% per annum and principal plus any accrued but unpaid interest is due and payable on January 1, 2021. The Note is convertible at the option of the holder into shares of common stock at a price of $0.25 per share. As of September 30, 2020 and December 31, 2019, this note had accumulated $6,288 and $1,387, respectively of accrued interest. As of September 30, 2020 the Note and associated accrued interest are included in current liabilities. Note 4 – Effective December 27, 2019, the Company issued a Convertible Promissory Note in the principal amount of $88,626 to its majority shareholder in consideration for advances previously made to the Company (Note 4). This note bears interest at the rate of 10% per annum and is due and payable on December 30, 2022. The Note is convertible into shares of common stock at a price of $0.55 per share. As of September 30, 2020 and December 31, 2019 this note had accumulated $6,677 and $97, respectively of accrued interest. Note 5 – Under subscription agreements dated September 25, 2020, the Company issued convertible promissory notes (the “Notes”) to various individuals totaling $55,000. The Notes bear interest at the rate of 10% per annum and mature on September 30, 2022 (the ‘Maturity Date”) at which date all outstanding principal and accrued and unpaid interest are due and payable unless a Default Event, as defined, occurs. The Company may satisfy the Notes upon maturity or Default, as defined, by the issuance of Common shares at the greater of a conversion price equal to the greater of a 20% discount to the 15 day average market price of the Company’s common stock or $0.10. The principal and interest accrued are convertible at any time after six months through the maturity date of September 30, 2022 at the option of the holder at a 20% discount to the 15 day average market price of the Company’s share price, but in no event less than $0.10 per share. Upon conversion of any portion of the Notes, the investor will receive warrants to purchase up to 25% of the number of common shares issued as a result of such conversion exercisable for a period of two years at a price per share equal to 150% of the conversion price of the Notes. As of September 30, 2020 the note had accumulated $75 of accrued interest. Note 6 – Effective September 30, 2020, the Company issued a Convertible Promissory Note in the principal amount of $88,016 to its majority shareholder in consideration for advances previously made to the Company (Note 6). This note bears interest at the rate of 6% per annum and is due and payable on December 31, 2022. The Note is convertible into shares of common stock at a price of $1.00 per share. As of September 30, 2020 this note had accumulated $0 of accrued interest. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Preferred Stock | Note 5. Preferred Stock Issuance of Series A Preferred stock Effective September 1, 2019, the Company issued 1,080,092 shares of Series A Preferred Stock in satisfaction of a convertible promissory note held by its majority shareholder in the initial principal amount of $255,681 together with all interest accrued thereon. Series A Preferred Stock The shares of Series A Preferred Stock have a stated value of $0.25 per share and are initially convertible into shares of common stock at a price of $0.05 per share (subject to adjustment upon the occurrence of certain events). The Series A Preferred Stock does not accrue dividends and ranks prior to the common stock upon a liquidation of the Company. The Series A Preferred Stock votes on all matters brought before the shareholders together with the Common stock as a single class and each share of Series A Preferred Stock has a number of votes, initially 5, equal to the number of shares of preferred stock into which it is convertible as of the record date for any vote. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Note 6. Stock-based Compensation During the nine months ended September 30, 2020, there was $4,161 in stock-based compensation associated with stock options included in Research and development expense. Additionally, during the same period there was $65,458 of expense associated with shares issued for services, $22,531 of which is included in Marketing, $7,083 in General and administrative with the balance of $35,844 in Research and development. There was no stock-based compensation during the nine months ended September 30, 2019. During the nine months ended September 30, 2020 there were 650,000 options granted to certain scientific and business advisors (“Advisors”) with a weighted-average exercise price of $0.40. The options vest in equal annual installments over three years beginning in July 2020 and expire five years after grant date. There were no options exercised, forfeited or cancelled during the period. There were no options outstanding as of December 31, 2019. As of September 30, 2020, there was $20,689 of unrecognized compensation related to the 650,000 of unvested options which is expected to be recognized over a weighted-average period of 21 months. The options are being expensed over the vesting period for each Advisor. The weighted-average grant date fair value for options granted during the nine months ended September 30, 2020 was $0.04. The fair value of all options granted is determined using the Black-Scholes option-pricing model. The following weighted-average assumptions were used: Nine Months Ended Risk-free interest rate 0.51 % Expected life of the options 3.5 years Expected volatility of the underlying stock 70.7 % Expected dividend rate 0 % The risk-free interest rates are derived from the U.S. Treasury yield curve in effect on the date of grant for instruments with a remaining term similar to the expected term of the options. The expected life of the options is based on the option term. Due to the Company’s limited historical data, the expected volatility is calculated based upon the historical volatility of comparable companies whose share prices are publicly available for a sufficient period of time. The dividend rate is based on the Company never paying or having the intent to pay any cash dividends. On April 22, 2020, the Company entered into a Consulting Agreement (“Agreement 1”) with a Management Consultant, pursuant to which the Management Consultant will provide business, intellectual property and Food and Drug Administration (“FDA”) regulatory consulting services to the Company for consideration of a onetime stock payment of 250,000 shares of common stock of the Company (the “Share Payment”). The term of Agreement 1 is twelve months and the value of the shares is being expensed over the term. On May 22, 2020, the Company entered into a Consulting Agreement (“Agreement 2”) with a Software Development Consultant, pursuant to which the Software Development Consultant will provide software development consulting services to the Company for consideration of a onetime stock payment of 200,000 shares of common stock of the Company (the “Share Payment”). The term of Agreement 2 is twelve months and the value of the shares is being expensed over the term. Also on May 22, 2020, the Company entered into a Consulting Agreement (“Agreement 3”) with a Marketing Consultant, pursuant to which the Marketing Consultant was to provide marketing research consulting services to the Company for consideration of 100,000 shares of common stock of the Company (the “Share Payment”). Agreement 3 has been terminated and the value of the shares was fully expensed during the quarter ended June 30, 2020. On August 24, 2020, the Company entered into a Consulting Agreement (“Agreement 4”) with a Business Development Consultant, pursuant to which the Business Development Consultant will provide business development consulting services to the Company for consideration of 100,000 shares of common stock of the Company (the “Share Payment”). The term of Agreement 4 is twelve months and the value of the shares is being expensed over the term. On September 1, 2020, the Company entered into a Consulting Agreement (“Agreement 5”) with a Medical Education Consultant, pursuant to which the Medical Education Consultant will provide medical education consulting services to the Company for consideration of 75,000 shares of common stock of the Company (the “Share Payment”). The term of Agreement 5 is six months and the value of the shares is being expensed over the term. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7. Related Party Transactions Due Related Parties: Convertible notes payable, related party: Consulting agreement Subsequent events: |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies There are no pending or threatened legal proceedings as of September 30, 2020. The Company has no non-cancellable operating leases. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9. Subsequent Events On October 23, 2020, the Company entered into an exclusive distribution agreement (the “Distribution Agreement”) whereby MedScience Research Group, Inc. (“MedScience”), granted the Company an exclusive right to distribute its allergy diagnostic and allergen immunotherapy systems named AllergiEnd® and related components (the “Products”) for sale to non-allergy specialist physicians. Pursuant to the terms of the Agreement, MedScience is responsible for providing the Company with all branding, logos, and marketing materials to be utilized in connection with the Company’s marketing efforts. The Company will process all sales made to Physicians and intends to maintain inventory levels sufficient to meet its customers’ demands and will be responsible for delivering all Products sold to Physicians. The Agreement has a term of ten years and automatically renews for successive five-year terms, unless either party provides the other party with notice of its intention not to renew at least sixty (60) days prior to the expiration of the then-current term. Either party is entitled to terminate the Agreement at any time in the event of material breach by the other party that remains uncured after thirty (30) calendar days or upon the occurrence of a bankruptcy event related to the other party. The Agreement requires the Company to meet annual minimum purchase requirements and MedScience is may terminate the Agreement if the Company fails to satisfy the minimum purchase threshold for any year. The Company’s Chief Executive Officer and its principal shareholder owns 39% of the outstanding shares of MedScience. As disclosed in a Report on Form 8-K dated September 25, 2020, the Company entered into Subscription Agreements with several accredited investors whereby it agreed to sell up to $500,000 of its unsecured convertible promissory Notes. To date, the Company has received proceeds of $155,000 pursuant to such agreements, in consideration of which it has issued $155,000 principal amount of such notes. $55,000 of such $155,000 was received on September 25, 2020, as set forth in Note 4 above. And on October 27, 2020, the Company issued a convertible promissory note (the “Note”) in the principal amount of $100,000 to an accredited investor. The Note bears interest at the rate of 10% per annum and mature on September 30, 2022 (the ‘Maturity Date”) at which date all outstanding principal and accrued and unpaid interest are due and payable unless an Default Event, as defined, occurs. The Company may satisfy the Note upon maturity or Default, as defined, by the issuance of Common shares at the greater of a conversion price equal to the greater of a 20% discount to the 15 day average market price of the Company’s common stock or $0.10. The principal and interest accrued are convertible at any time after six months through the maturity date of September 30, 2022 at the option of the holder at a 20% discount to the 15 day average market price of the Company’s share price, but in no event less than $0.10 per share. Upon conversion of any portion of the Notes, the investor will receive warrants to purchase up to 25% of the number of common shares issued as a result of such conversion exercisable for a period of two years at a price per share equal to 150% of the conversion price of the Notes. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates: |
Principles of Consolidation | Principles of Consolidation |
Cash and Cash Equivalents | Cash and Cash Equivalents: |
Capitalized Software Development Costs | Capitalized Software Development Costs: The estimated useful lives of software are reviewed at least annually and will be tested for impairment whenever events or changes in circumstances occur that could impact the recoverability of the assets. Capitalized software development costs for internal-use software, net of accumulated amortization, totaled $16,000 and $0 as of September 30, 2020 and December 31, 2019, respectively. Amortization expense on all capitalized software development cost was $0 in the three and nine-months ended September 30, 2020 and 2019. There were no impairments recognized during the three and nine-months ended September 30, 2020 and 2019. |
Revenue Recognition | Revenue Recognition: |
Research and Development | Research and Development: |
Earnings Per Common Share | Earnings Per Common Share: |
Income Taxes | Income Taxes: “Accounting for Income Taxes,” The Company has net operating losses of $1,655,048 which begin to expire in 2027. Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of NOL and tax credit carry-forwards before full utilization. |
Impact of Recently Issued Accounting Standards | Impact of recently issued accounting standards There were no new accounting pronouncements that had a significant impact on the Company’s operating results or financial position. |
Convertible Notes (Tables)
Convertible Notes (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable at September 30, 2020 and December 31, 2019 consist of the following: September 30, 2020 December 31, 2019 Note 1 accrued interest and premium – Majority shareholder $ 192,954 $ 165,107 Note 2 and accrued interest – Majority shareholder 125,897 124,972 Note 3 and accrued interest – Shareholder 61,288 56,387 Note 4 and accrued interest – Majority shareholder 95,303 88,723 Note 5 and accrued interest – Accredited investors 55,075 - Note 6 and accrued interest – Majority shareholder 88,016 - Total Convertible notes payable and accrued interest $ 618,533 $ 435,189 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Fair Value of Option Grant of Weighted-average Assumptions | The fair value of all options granted is determined using the Black-Scholes option-pricing model. The following weighted-average assumptions were used: Nine Months Ended Risk-free interest rate 0.51 % Expected life of the options 3.5 years Expected volatility of the underlying stock 70.7 % Expected dividend rate 0 % |
The Company (Details Narrative)
The Company (Details Narrative) - $ / shares | Dec. 20, 2019 | Sep. 30, 2020 | Dec. 31, 2019 |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Medical Practice Income, Inc. [Member] | Exchange Agreement [Member] | |||
Shares issued during period, for share exchange | 2,172,600 | ||
Common stock, par value | $ 0.0001 | ||
Equity ownership, percentage | 91.00% |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||||
Capitalized software development costs | $ 16,000 | $ 16,000 | |||
Amortization expenses of capitalized software development | 0 | $ 0 | 0 | $ 0 | |
Capitalized software development cost impairments recognized | |||||
Research and development expenses | 20,153 | $ 27,785 | $ 68,065 | $ 72,722 | |
Common stock equivalent shares of weighted average shares outstanding dilutive | |||||
Net operating losses | $ 1,655,048 | $ 1,655,048 | |||
Net operating losses carryforwards, expire date | begin to expire in 2027 |
Convertible Notes (Details Narr
Convertible Notes (Details Narrative) - USD ($) | Sep. 30, 2020 | Sep. 25, 2020 | Feb. 27, 2020 | Dec. 27, 2019 | Sep. 12, 2019 | Sep. 02, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Oct. 31, 2009 |
Extinguishment of debt | $ (21,299) | |||||||||||
Convertible Promissory Note One [Member] | Majority Shareholder [Member] | ||||||||||||
Debt instrument, principal amount | $ 73,500 | |||||||||||
Debt instrument, interest rate | 12.00% | |||||||||||
Debt instrument, conversion price | $ 0.10 | $ 0.001 | ||||||||||
Debt instrument, maturity date | Mar. 31, 2023 | |||||||||||
Accrued interest | $ 98,155 | 98,155 | 98,155 | $ 91,607 | ||||||||
Convertible Promissory Note Three [Member] | Majority Shareholder [Member] | ||||||||||||
Debt instrument, principal amount | $ 124,562 | |||||||||||
Debt instrument, interest rate | 1.00% | |||||||||||
Debt instrument, conversion price | $ 0.25 | |||||||||||
Debt instrument, maturity date | Dec. 30, 2022 | |||||||||||
Accrued interest | 1,335 | 1,335 | 1,335 | 410 | ||||||||
Convertible Promissory Note Four [Member] | Shareholder [Member] | ||||||||||||
Debt instrument, principal amount | $ 55,000 | |||||||||||
Debt instrument, interest rate | 12.00% | |||||||||||
Debt instrument, conversion price | $ 0.25 | |||||||||||
Debt instrument, maturity date | Jan. 1, 2021 | |||||||||||
Accrued interest | 6,288 | 6,288 | 6,288 | 1,387 | ||||||||
Convertible Promissory Note Five [Member] | Accredited Investors [Member] | ||||||||||||
Debt instrument, principal amount | $ 55,000 | |||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||
Debt instrument, maturity date | Sep. 30, 2022 | |||||||||||
Accrued interest | 75 | 75 | 75 | |||||||||
Debt instrument, description | The Company may satisfy the Notes upon maturity or Default, as defined, by the issuance of Common shares at the greater of a conversion price equal to the greater of a 20% discount to the 15 day average market price of the Company's common stock or $0.10. The principal and interest accrued are convertible at any time after six months through the maturity date of September 30, 2022 at the option of the holder at a 20% discount to the 15 day average market price of the Company's share price, but in no event less than $0.10 per share. Upon conversion of any portion of the Notes, the investor will receive warrants to purchase up to 25% of the number of common shares issued as a result of such conversion exercisable for a period of two years at a price per share equal to 150% of the conversion price of the Notes. | |||||||||||
Convertible Promissory Note Five [Member] | Majority Shareholder [Member] | ||||||||||||
Debt instrument, principal amount | $ 88,626 | |||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||
Debt instrument, conversion price | $ 0.55 | |||||||||||
Debt instrument, maturity date | Dec. 30, 2022 | |||||||||||
Accrued interest | 6,677 | 6,677 | 6,677 | $ 97 | ||||||||
Convertible Promissory Note Six [Member] | Majority Shareholder [Member] | ||||||||||||
Debt instrument, principal amount | $ 88,016 | $ 88,016 | $ 88,016 | |||||||||
Debt instrument, interest rate | 6.00% | 6.00% | 6.00% | |||||||||
Debt instrument, conversion price | $ 1 | $ 1 | $ 1 | |||||||||
Debt instrument, maturity date | Dec. 31, 2022 | |||||||||||
Accrued interest | $ 0 | $ 0 | $ 0 |
Convertible Notes - Schedule of
Convertible Notes - Schedule of Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Total Convertible notes payable and accrued interest | $ 618,533 | $ 435,189 |
Note 1 Accrued Interest and Premium - Majority Shareholder [Member] | ||
Total Convertible notes payable and accrued interest | 192,954 | 165,107 |
Note 2 and Accrued Interest - Majority Shareholder [Member] | ||
Total Convertible notes payable and accrued interest | 125,897 | 124,972 |
Note 3 and Accrued Interest - Shareholder [Member] | ||
Total Convertible notes payable and accrued interest | 61,288 | 56,387 |
Note 4 and Accrued Interest - Majority Shareholder [Member] | ||
Total Convertible notes payable and accrued interest | 95,303 | 88,723 |
Note 5 and Accrued Interest - Accredited Investors [Member] | ||
Total Convertible notes payable and accrued interest | 55,075 | |
Note 6 and Accrued Interest - Majority Shareholder [Member] | ||
Total Convertible notes payable and accrued interest | $ 88,016 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Sep. 02, 2019 | Sep. 30, 2020 | Dec. 31, 2019 |
Preferred stock stated value | $ 0.0001 | $ 0.0001 | |
Series A Preferred stock [Member] | |||
Conversion of note to series A preferred stock, shares | 1,080,092 | ||
Debt instrument, principal amount | $ 255,681 | ||
Preferred stock stated value | 0.25 | ||
Debt instrument, conversion price | $ 0.05 | ||
Preferred stock voting rights description | The shares of Series A Preferred Stock have a stated value of $0.25 per share and are initially convertible into shares of common stock at a price of $0.05 per share (subject to adjustment upon the occurrence of certain events). The Series A Preferred Stock does not accrue dividends and ranks prior to the common stock upon a liquidation of the Company. The Series A Preferred Stock votes on all matters brought before the shareholders together with the Common stock as a single class and each share of Series A Preferred Stock has a number of votes, initially 5, equal to the number of shares of preferred stock into which it is convertible as of the record date for any vote. |
Stock-based Compensation (Detai
Stock-based Compensation (Details Narrative) | Sep. 01, 2020shares | Aug. 24, 2020shares | May 22, 2020shares | Apr. 22, 2020shares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($) | Dec. 31, 2019shares |
Stock-based compensation | $ | $ 4,161 | ||||||
Issuance of shares for services | 65,458 | ||||||
Unrecognized compensation related to unvested options | $ | $ 20,689 | ||||||
Unrecognized compensation related to unvested options, shares | 650,000 | ||||||
Recognized weighted-average period | 21 months | ||||||
Weighted-average fair value for options granted | 0.04 | ||||||
Consulting Agreement [Member] | Management Consultant [Member] | |||||||
Number of common stock issued in consideration | 250,000 | ||||||
Agreement term period | 12 months | ||||||
Consulting Agreement [Member] | Software Development Consultant [Member] | |||||||
Number of common stock issued in consideration | 200,000 | ||||||
Agreement term period | 12 months | ||||||
Consulting Agreement [Member] | Marketing Consultant [Member] | |||||||
Number of common stock issued in consideration | 75,000 | 100,000 | 100,000 | ||||
Agreement term period | 6 months | 12 months | |||||
Scientific Advisors [Member] | |||||||
Number of options granted | 650,000 | ||||||
Weighted-average exercise price | $ / shares | $ 0.40 | ||||||
Options vesting term | 3 years | ||||||
Options expiration period | 5 years | ||||||
Number of options exercised | |||||||
Number of options forfeited/cancelled | |||||||
Number of options outstanding | |||||||
Marketing [Member] | |||||||
Issuance of shares for services | 22,531 | ||||||
General and Administrative Expense [Member] | |||||||
Issuance of shares for services | 7,083 | ||||||
Research and Development Expense [Member] | |||||||
Issuance of shares for services | 35,844 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Fair Value of Option Grant of Weighted-average Assumptions (Details) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Risk-free interest rate | 0.51% |
Expected life of the options | 3 years 6 months |
Expected volatility of the underlying stock | 70.70% |
Expected dividend rate | 0.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Due to related parties | $ 2,501 | $ 2,501 | $ 0 | |
Common Stock [Member] | ||||
Issuance of common stock for consulting services | 250,000 | 550,000 | ||
Consulting Agreement [Member] | ||||
Issuance of common stock for consulting services | 450,000 | 375,000 | ||
Consulting Agreement [Member] | Common Stock [Member] | ||||
Issuance of common stock for consulting services | 300,000 | |||
Number of additional shares issuable | 75,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 27, 2020 | Sep. 25, 2020 | Oct. 23, 2020 |
Subscription Agreements [Member] | |||
Proceeds from debt | $ 155,000 | ||
Debt instrument, principal amount | 155,000 | ||
Note receivable | 55,000 | ||
Subscription Agreements [Member] | Accredited Investors [Member] | |||
Unsecured convertible promissory notes | $ 500,000 | ||
Subsequent Event [Member] | Accredited Investors [Member] | Convertible Promissory Note [Member] | |||
Debt instrument, principal amount | $ 100,000 | ||
Debt instrument, interest rate | 10.00% | ||
Debt instrument, maturity date | Sep. 30, 2022 | ||
Debt instrument, description | The Company may satisfy the Note upon maturity or Default, as defined, by the issuance of Common shares at the greater of a conversion price equal to the greater of a 20% discount to the 15 day average market price of the Company's common stock or $0.10. The principal and interest accrued are convertible at any time after six months through the maturity date of September 30, 2022 at the option of the holder at a 20% discount to the 15 day average market price of the Company's share price, but in no event less than $0.10 per share. Upon conversion of any portion of the Notes, the investor will receive warrants to purchase up to 25% of the number of common shares issued as a result of such conversion exercisable for a period of two years at a price per share equal to 150% of the conversion price of the Notes. | ||
Subsequent Event [Member] | Distribution Agreement [Member] | Chief Executive Officer [Member] | MedScience Research Group, Inc. [Member] | |||
Ownership percentage | 39.00% |