QHSLab (USAQ) 10-Q 12 Nov 20 2020 Q3 Quarterly report Financial data

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%