[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2017
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to __________
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000-55800
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Commission File Number
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Qrons Inc.
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(Exact name of registrant as specified in its charter)
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Wyoming
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81-3623646
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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777 Brickell Avenue, Suite 500, Miami, Florida
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33131
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(Address of principal executive offices)
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(Zip Code)
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(786)-620-2140
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(Registrant's telephone number, including area code)
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BioLabMart Inc.
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(Former name, former address and former fiscal year, if changed since last report)
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Yes [X] No [ ]
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Yes [X] No [ ]
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Large accelerated filer[ ]
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Accelerated filer [ ]
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Non-accelerated filer[ ] (Do not check if a smaller reporting company)
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Smaller reporting company [X]
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Emerging growth company [X]
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Yes [ ] No [X ]
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Yes [ ] No [ ]
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11,552,000 shares of common stock outstanding as of August 11, 2017
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(Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.)
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Page
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PART I – FINANCIAL INFORMATION
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Financial Statements
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3
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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12
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Quantitative and Qualitative Disclosures About Market Risk
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16
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Controls and Procedures
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16
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PART II – OTHER INFORMATION
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Legal Proceedings
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17
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Risk Factors
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17
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Unregistered Sales of Equity Securities and Use of Proceeds
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17
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Defaults Upon Senior Securities
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17
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Mine Safety Disclosures
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17
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Other Information
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17
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Exhibits
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17
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18
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June 30,
2017
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December 31,
2016
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(unaudited)
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ASSETS
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Current assets
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Cash and cash equivalents
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$
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141,076
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$
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155,242
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Prepaid expense
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4,000
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-
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Total current assets
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145,076
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155,242
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TOTAL ASSETS
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$
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145,076
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$
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155,242
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current liabilities
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Accounts payable and accrued liabilities
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$
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1,521
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$
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287
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Convertible note – related party, net of debt discount
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8,611
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3,583
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Total current liabilities
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10,132
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3,870
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Total liabilities
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10,132
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3,870
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Stockholders' equity
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||||||||
Series A Preferred Shares: $0.001 par value, authorized 10,000; 2,000 shares issued and outstanding
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2
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2
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Common stock, $0.0001 par value: shares authorized 100,000,000; 11,552,000 and 11,424,000 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively
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1,155
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1,142
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Additional Paid-in Capital
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328,907
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319,468
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Accumulated deficit
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(195,120
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)
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(169,240
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Total stockholder's equity
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134,944,
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151,372
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TOTAL LIABILITIES & EQUITY (DEFICIT)
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145,076
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155,242
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Three Months
Ended
June 30,2017
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Ended
June 30, 2017
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Net sales
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$
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-
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$
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-
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Operating expenses:
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Research and development expenses
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938
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1,714
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Professional fees
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3,127
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3,127
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General and administrative expenses
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15,304
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15,609
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Total operating expenses
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19,369
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20,450
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Income (loss) from operations
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(19,369
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(20,450
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Interest expense
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(2,730
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(5,430
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Net (loss)
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(22,099
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(25,880
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Net (loss) per common shares (basic and diluted)
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$
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(0.00
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$
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(0.00
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Weighted average shares outstanding
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Basic and diluted
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11,552,000
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11,540,376
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Six Months
Ended
June 30, 2017
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Cash Flows From Operating Activities
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Net loss
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$
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(25,880
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)
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Adjustments to reconcile net income to net cash provided from operating activities:
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Accretion of debt discount
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5,028
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Changes in operating assets and liabilities:
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Prepaid expense
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(4,000
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Accounts payable and accrued liabilities
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1,234
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Net cash provided (used by) operating activities
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(23,618
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)
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Cash Flows From Investing Activities
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Net cash provided from (used by) investing activities
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-
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Cash Flows From Financing Activities
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Proceeds from private placement
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32,000
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Financing costs
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(22,548
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Net cash provided from financing activities
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9,452
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Increase (decrease) in cash and cash equivalents
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(14,166
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Cash at beginning of period
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155,242
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Cash at end of period
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$
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141,076
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SUPPLEMENTAL DISCLOSURES
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Interest paid
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$
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-
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Income taxes paid
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$
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-
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June 30,
2017
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December 31,
2016
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Stock purchase warrants
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566,000
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502,000
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June 30,
2017
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December 31,
2017
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Face value of certain convertible notes
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$
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10,000
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$
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10,000
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Less: unamortized discount
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(1,389
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(6,417
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Carrying value
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$
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8,611
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$
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3,583
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·
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In the course of research performed at AU, Prof. Danny Baranes has developed certain technology relating to coral based and non-coral based conditioned medium for tissue regeneration and repair;
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the Company wishes to receive a license from Ariel and in order to secure receipt of such license, agrees to fund further research at AU relating to such technology; and
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Ariel is willing to grant the Company a license, pursuant to the terms of the License Agreement to allow it to develop and commercialize Products.
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Upon successful clinical FDA Phase II completion - $130,000; and
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Upon successful clinical FDA Phase III completion - $390,000
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Measurement date
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Dividend yield
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0
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%
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Expected volatility
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97.90~119.33
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%
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Risk-free interest rate
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1.47~1.60
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%
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Expected life (years)
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2.71~2.92
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Stock Price
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$
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0.25
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Exercise Price
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$
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0.40
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Warrants (1)
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Weighted Average Exercise Price
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Outstanding – August 22, 2016
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-
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-
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Granted
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502,000
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$
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0.40
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Forfeited/Canceled
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-
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-
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Exercised
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-
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-
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Outstanding – December 31, 2016
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502,000
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$
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0.40
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Granted
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64,000
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0.40
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Forfeited/Canceled
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-
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Exercised
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-
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Outstanding – June 30, 2017
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566,000
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$
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0.40
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June 30,
2017
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December 31,
2016
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Loss carryforwards
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$
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66,340
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$
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57,540
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Less – stock based compensation
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(19,040
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(19,040
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Less - valuation allowance
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(47,300
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(38,500
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Total net deferred tax assets
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$
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-
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$
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-
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Three Months
Ended
June 30, 2017
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Six Months
Ended
June 30, 2017
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Operating expenses:
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Research and development expenses
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938
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1,714
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Professional fees
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3,127
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3,127
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General and administrative expenses
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15,304
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15,609
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Total operating expenses
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19,369
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20,450
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Income (loss) from operations
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(19,369
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)
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(20,450
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)
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Interest expense
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(2,730
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(5,430
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Net (loss)
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(22,099
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)
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(25,880
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At
June 30, 2017
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At
December 31, 2016
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Current Assets
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145,076
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155,242
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Current Liabilities
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10,132
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3,870
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Working Capital
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134,944
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151,372
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At
June 30, 2017
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Net cash (used in) operating activities
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$
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(23,618
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Net cash provided by financing activities
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$
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9,452
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Net (decrease) in cash during period
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$
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(14,166
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Exhibit Number
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Exhibit
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Certification of the Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Certification of the Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
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101.INS
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XBRL INSTANCE DOCUMENT
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101.SCH
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XBRL TAXONOMY EXTENSION SCHEMA
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101.CAL
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XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
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101.DEF
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XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
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101.LAB
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XBRL TAXONOMY EXTENSION LABEL LINKBASE
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101.PRE
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XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
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Qrons Inc.
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Date: August 11, 2017
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By:
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/s/ Jonah Meer
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Name:
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Jonah Meer
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Title:
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Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)
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1.
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I have reviewed this quarterly report on Form 10-Q of Qrons Inc.(the "Company);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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As the registrant's certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-15 (f) for the registrant and I have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
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5.
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As the registrant's certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Dated: August 11, 2017
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By:
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/s/Jonah Meer
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Name: Jonah Meer
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Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Financial and Accounting Officer)
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/s/Jonah Meer
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Jonah Meer
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Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)
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Date: August 11, 2017
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Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2017 |
Aug. 11, 2017 |
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Document and Entity Information [Abstract] | ||
Entity Registrant Name | QRONS INC. | |
Entity Central Index Key | 0001689084 | |
Trading Symbol | cik0001689084 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2017 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 11,552,000 |
Condensed Balance Sheets - USD ($) |
Jun. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Current assets | ||
Cash and cash equivalents | $ 141,076 | $ 155,242 |
Prepaid expense | 4,000 | |
Total current assets | 145,076 | 155,242 |
TOTAL ASSETS | 145,076 | 155,242 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,521 | 287 |
Convertible note - related party, net of debt discount | 8,611 | 3,583 |
Total current liabilities | 10,132 | 3,870 |
Total liabilities | 10,132 | 3,870 |
Stockholders' equity | ||
Series A Preferred Shares: $0.001 par value, authorized 10,000; 2,000 shares issued and outstanding | 2 | 2 |
Common stock, $0.0001 par value: shares authorized 100,000,000; 11,552,000 and 11,424,000 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively | 1,155 | 1,142 |
Additional Paid-in Capital | 328,907 | 319,468 |
Accumulated deficit | (195,120) | (169,240) |
Total stockholder's equity | 134,944 | 151,372 |
TOTAL LIABILITIES & EQUITY (DEFICIT) | $ 145,076 | $ 155,242 |
Condensed Balance Sheets (Parenthetical) - $ / shares |
Jun. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Series A Preferred Shares, par value | $ 0.001 | $ 0.001 |
Series A Preferred Shares, authorized | 10,000 | 10,000 |
Series A Preferred Shares, shares issued | 2,000 | 2,000 |
Series A Preferred Shares, shares outstanding | 2,000 | 2,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares, issued | 11,552,000 | 11,424,000 |
Common stock shares, outstanding | 11,552,000 | 11,424,000 |
Condensed Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended |
---|---|---|
Jun. 30, 2017 |
Jun. 30, 2017 |
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Income Statement [Abstract] | ||
Net sales | ||
Operating expenses: | ||
Research and development expenses | 938 | 1,714 |
Professional fees | 3,127 | 3,127 |
General and administrative expenses | 15,304 | 15,609 |
Total operating expenses | 19,369 | 20,450 |
Income (loss) from operations | (19,369) | (20,450) |
Interest expense | (2,730) | (5,430) |
Net (loss) | $ (22,099) | $ (25,880) |
Net (loss) per common shares (basic and diluted) | $ (0.00) | $ (0.00) |
Weighted average shares outstanding Basic and diluted | 11,552,000 | 11,540,376 |
Condensed Statements of Cash Flows (Unaudited) |
6 Months Ended |
---|---|
Jun. 30, 2017
USD ($)
| |
Cash Flows From Operating Activities | |
Net loss | $ (25,880) |
Adjustments to reconcile net income to net cash provided from operating activities: | |
Accretion of debt discount | 5,028 |
Changes in operating assets and liabilities: | |
Prepaid expense | (4,000) |
Accounts payable and accrued liabilities | 1,234 |
Net cash provided (used by) operating activities | (23,618) |
Cash Flows From Investing Activities | |
Net cash provided from (used by) investing activities | |
Cash Flows From Financing Activities | |
Proceeds from private placement | 32,000 |
Financing costs | (22,548) |
Net cash provided from financing activities | 9,452 |
Increase (decrease) in cash and cash equivalents | (14,166) |
Cash at beginning of period | 155,242 |
Cash at end of period | 141,076 |
SUPPLEMENTAL DISCLOSURES | |
Interest paid | |
Income taxes paid |
Description of Business and Basis of Presentation |
6 Months Ended |
---|---|
Jun. 30, 2017 | |
Description of Business and Basis of Presentation [Abstract] | |
Description of Business and Basis of Presentation | Note 1 – Description of Business and Basis of Presentation
Organization and nature of business:
Qrons Inc. ("Qrons" and/or the "Company") was incorporated under the laws of the State of Wyoming on August 22, 2016 under the name BioLabMart Inc. Our headquarters are located at 777 Brickell Avenue, Suite 500, Miami, FL 33131.
The Company is a startup preclinical stage biotechnology company engaged in developing solutions to combat neuro-degenerative diseases and neuronal injuries. The Company is working to develop a novel stem cell system to repair and regenerate neuronal damage. The system incorporates what we believe to be unique stem cell treatments, cell modifications and a novel delivery system. Our preliminary focus is on Traumatic Brain Injury, although we believe such solutions may be effective in dealing with Parkinson's disease, Huntington's disease and Alzheimer's.
On December 14, 2016, the Company entered into a license and research funding agreement ("License Agreement") with Ariel University R&D Co., Ltd., ("Ariel"), a wholly owned subsidiary of Ariel University of Samaria, based in Ariel, Israel. Under the terms of the License Agreement, Professor Danny Baranes, the principal investigator and his research team will carry out further research relating to cell treatment with conditioned medium for neuronal tissue regeneration and repair. In consideration for payments under the License Agreement, the Company received an exclusive worldwide royalty- bearing license in Ariel patents and know-how to develop and commercialize products based on or incorporating conditioned medium for neuronal tissue regeneration and/or repair, resulting from Ariel's research or technology or the Company's research funding (the "Products").
Under the License Agreement, the Company is required to use its best efforts to develop and commercialize the Products in accordance with development milestones set forth in the Agreement.
On July 6, 2017, the board of directors and a majority of the Company's shareholders approved an amendment to the Company's Articles of Incorporation to change the name of the Company from "BioLabMart Inc." to "Qrons Inc.".
The Company's common stock was approved by the Financial Industry Regulatory Authority ("FINRA") for quotation on the OTC pink sheets under the symbol "BLMB" as of July 3, 2017. FINRA announced the Company's name change to Qrons Inc. on its Daily List on August 9, 2017. The new name and symbol change to "QRON" for the OTC market was effective August 10, 2017.
On August 8, 2017, the Company filed Amended Articles of Incorporation with the State of
Wyoming.
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Summary of Significant Accounting Policies |
6 Months Ended | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | |||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies
Financial Statement Presentation: The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the six months ended June 30, 2017, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2017. For further information, refer to the financial statements and footnotes thereto included in the Company's Annual Report for the fiscal year ended December 31, 2016.
Fiscal year end: The Company has selected December 31 as its fiscal year end.
Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates.
Cash Equivalents: The Company considers all highly liquid investments with maturities of 90 days or less from the date of purchase to be cash equivalents.
Research and Development Costs: The Company charges research and development costs to expense when incurred in accordance with FASB ASC 730, "Research and Development". Research and development costs were $1,174 for the six months ended June 30, 2017.
Advertising and Marketing Costs: Advertising and marketing costs are expensed as incurred. The Company incurred $8,750 advertising or marketing costs during the six months ended June 30, 2017.
Related parties: For the purposes of these financial statements, parties are considered to be related if one party has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.
Stock-based compensation: For stock-based compensation the Company follows the guidance codified in the Compensation – Stock Compensation Topic of FASB ASC ("ASC 718"). The Company determines the value of stock issued at the date of grant. It also determines at the date of grant, the value of stock at fair market value or the value of services rendered (based on contract or otherwise) whichever is more readily determinable.
Fair Value of Financial Instruments
FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.
If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument.
Warrants: The Company accounts for common stock warrants in accordance with applicable accounting guidance provided in ASC Topic 815 "Derivatives and Hedging – Contracts in Entity's Own Equity" (ASC Topic 815), as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. For warrants classified as equity instruments we apply the Black Scholes model. Presently all warrants issued and outstanding are accounted for using the equity method.
Income taxes: The Company has adopted ASC Topic 740 – "Income Taxes" ASC Topic 740 requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Basic and Diluted Loss Per Share: In accordance with ASC Topic 280 – "Earnings Per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive.
Potential common stock consists of the incremental common stock issuable upon the exercise of common stock warrants (using the if-converted method). The computation of basic loss per share for the period ended June 30, 2017 excludes potentially dilutive securities of 566,000 shares underlying share purchase warrants, because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted.
Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.
New Accounting Pronouncements: There were various accounting standards and interpretations issued recently, none of which are expected to have a material effect on the Company's operations, financial position or cash flows.
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Going Concern |
6 Months Ended |
---|---|
Jun. 30, 2017 | |
Going Concern [Abstract] | |
Going Concern | Note 3 – Going Concern
The Company has experienced net losses to date, and it has not generated revenue from operations, and will need additional working capital to service debt and for ongoing operations, which raises substantial doubt about its ability to continue as a going concern. Management of the Company has developed a strategy to meet operational shortfalls which may include equity funding, short term or long term financing or debt financing, to enable the Company to reach profitable operations.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amount and classification of liabilities that might cause results from this uncertainty.
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Convertible Note - Related Party |
6 Months Ended | ||||||||||||||||||||||||||||||||||||
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Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||
Convertible Note - Related Party [Abstract] | |||||||||||||||||||||||||||||||||||||
Convertible Note - Related Party | Note 4 – Convertible Note – Related Party
On September 1, 2016, the Company entered into a convertible debenture agreement with CubeSquare, LLC, of which our Chief Executive Officer is the managing partner and our President is 25% owner. The Company received proceeds totaling $10,000. The note bears interest at 8% per annum and is due on September 1, 2017. Interest shall accrue from September 1, 2016 and shall be payable on maturity. Interest is payable, at the lender's option, in cash or common stock Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of the greater of (i) $0.0625 per share if the Company's shares are not trading on a public market and; (ii) in the event the Company's shares are listed for trading on a public market, the conversion price shall be equal to a 50% discount to the average of the five lowest trading prices during the previous twenty trading days prior to the date of the notice of conversion from the lender.
As of June 30, 2017, the outstanding principal balance under this note was $10,000. The Company accrued a total of $689 in interest in respect to this note during the six months ended June 30, 2017.
In our evaluation of the financing arrangement, we concluded that the conversion features did not meet the definition of a derivative under ASC 815-10-15-83. Once the underlying shares are publicly traded and they are considered readily convertible to cash, the Company will evaluate the convertible debenture to decide if the conversion feature meets the definition of a derivative at that time.
As a result, the Company calculated the intrinsic value of the embedded beneficial conversion feature of $10,000 and this has been recorded at the discount on the convertible note. The carrying value will be accreted over the term of the convertible debentures up to its face value of total of $10,000.
The carrying value of these convertible notes is as follows:
CubeSquare, LLC has agreed to provide the Company with additional funds on the same terms up to a cumulative funding amount of $25,000.
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License and Research Funding Agreement |
6 Months Ended | ||||||||||
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Jun. 30, 2017 | |||||||||||
License and Research Funding Agreement [Abstract] | |||||||||||
License and Research Funding Agreement | Note 5 – License and Research Funding Agreement
On December 14, 2016, the Company entered into the License Agreement with Ariel, a wholly owned subsidiary of Ariel University of Samaria ("AU") based in Israel, pursuant to which:
Pursuant to the above noted License Agreement, the Company shall fund the research during the research period in the total amount of $100,000.
In addition, upon the occurrence of an Exit Event (as defined in the License Agreement) of the Company or of any affiliate commercializing the products, the Company is obligated to issue to Ariel an immediately exercisable warrant for that number of shares equal to 4% of the issued and outstanding shares of the Company at the time of issuance. The warrant contains an anti-dilution provision.
In addition to the other payments, the Company will pay Ariel upon the occurrence of the following milestone events, additional payments which be due within 6 months of completion of the milestone:
Upon successful development and commercialization and in recognition of the rights and licenses granted to the Company pursuant to the License Agreement, the Company will be subject to certain royalty payments as specified in the License Agreement.
During the year ended December 31, 2016, the Company incurred research and development costs of $156,000, which amount includes the aforementioned funding of $100,000 pursuant to the License Agreement as well as $56,000 recorded as stock based compensation in respect to certain stock awards discussed in Note 6 below. During the six-month period ended June 30,
2017, the Company did not make any further payments to Ariel.
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Capital Stock |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Capital Stock [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Capital Stock | Note 6 – Capital Stock
The Company has authorized 100,000,000 shares of common stock, $0.0001 par value and 10,000 shares of a class of preferred stock called the "Series A Preferred Stock", par value $0.001.
Each share of Series A Preferred Stock has a stated value of $1 per share and accrues 4% per annum for determination of liquidation, conversion or redemption. The shares convert at the option of the holder into shares of common stock at the market value of the common stock. The Series A Preferred Stock vote as a single class and maintain 66 2/3% of the total votes as long as any shares of Series A Preferred Stock remain outstanding. The Series A Preferred Stock contains liquidation preference (senior rank to all common) and are not to be amended without the holders' approval.
At inception on August 22, 2016, the Company approved the issuance of 5,060,000 shares of common stock at par value and 1,000 shares of Series A Preferred Stock at par value to Jonah Meer, the Company's Chief Executive Officer, Chief Financial Officer and Secretary, for cash totaling $507 of which $506 was paid in respect to the issuance of the common stock and $1 was paid for the Series A Preferred Stock.
At inception on August 22, 2016, the Company issued 5,060,000 shares of common stock at par value and subsequently issued 1,000 shares of Series A Preferred Stock at par value to Ido Merfeld, the Company's President, for cash totaling $507, of which $506 was paid in respect to the issuance of the common stock and $1 was paid for the Series A Preferred Stock.
As a result of the super voting rights allocated to the Series A Preferred Stock, management conducted a valuation of the fair value of the issued shares. Shares of the Series A Preferred Stock issued were valued based upon industry specific control premiums and the fair value of the Company's common stock at the time of the transaction applying Statement of Financial Accounting Standard ASC 820-10-35-37 Fair Value in Financial Instruments as of the issuance date of August 22, 2016. As a result of the third-party valuation of the fair value of the Series A Preferred Stock issued to our officers and directors, the Company recorded additional stock-based compensation as general and administrative expenses of $2,598 during the year ended December 31, 2016 with respect to the shares issued.
The third party valuation report was based on the following inputs as at August 22, 2016: (1) price per share of common stock of $0.0001; (2) 10,120,000 common stock outstanding; (3) A 19.3% premium over the common stock for the voting preferences, representing $600 in control value at issuance; (4) The Series A Preferred Stock voting rights represented 66.7% of the total voting rights; (5) The conversion value is $2,000 (no discount for lack marketability since the common shares are also restricted).
On September 4, 2016, the Company's Board of Directors approved the sale and issuance of up to 1,200,000 shares of the Company's common stock, par value $.0001, at a subscription price of $0.25 per share. In addition to each two shares of common stock purchased, the holder shall receive an immediately exercisable warrant expiring December 31, 2019 to purchase the Company's common stock at a price of $0.40 per share.
During the year ended December 31, 2016, the Company received total proceeds of $251,000 by way of private placement subscriptions for a total of 1,004,000 shares.
During the three months ended March 31, 2017, the Company received total proceeds of $30,000 by way of private placement subscriptions for a total of 120,000 shares.
All costs incurred with respect to the Form S-1 Registration Statement prior to its effective date on May 10, 2017 totaling $22,548 have been allocated to additional paid in capital.
During the six months ended June 30, 2017, the Company received aggregate proceeds of $32,000 in private placement subscriptions, $2,000 of which was accepted by the Company on July 11, 2017 for 8,000 shares of its common stock at a purchase price of $0.25 per share. In addition to each two shares of common stock purchased, the investor received an immediately exercisable warrant expiring December 31, 2019 to purchase the Company's common stock at a price of $0.40 per share.
On December 14, 2016, the Company's Board of Directors approved compensation for each of its two Science Advisors with a stock award of 440,000 shares of common stock effective as of December 14, 2016 (the "Grant Date"). Under the terms of the stock award, each advisor shall receive 150,000 shares of common stock which vest upon Grant Date. A further 145,000 shares shall vest each year thereafter until December 14, 2018, provided that such Science Advisor is still acting in said capacity for the Company. The 300,000 shares issued upon Grant Date were valued at $56,000, or $0.18667 per share, based on price allocation with respect to the aforementioned private placement as to each share of common stock, and recorded the associated cost as research and development expenses.
Share Purchase Warrants
In accordance with authoritative accounting guidance, the fair value of the aforementioned warrants was calculated using the Black-Scholes option-pricing model with the following assumptions at the measurement date(s):
As of June 30, 2017, the following common stock purchase warrants were outstanding:
(1) Each two shares of common stock purchased under the private placement provides for one warrant to acquire an additional share of common stock together with the payment of $0.40.
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Income Taxes |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes | Note 7 – Income Taxes
The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. The Company applies a statutory income tax rate of 34%.
During 2016, the Company incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $195,120 at June 30, 2017 and $169,240 at December 31, 2016, and will begin to expire in the year 2036.
The Company had deferred income tax assets as of June 30, 2017 and December 31, 2016 as follows:
Tax years from inception to fiscal year ended December 31, 2016 are not yet filed and are open for examination by the taxing authorities.
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Subsequent Events |
6 Months Ended |
---|---|
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 – Subsequent Events
The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there are no additional subsequent events to disclose.
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Summary of Significant Accounting Policies (Policies) |
6 Months Ended | ||||||||||||||||||
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Jun. 30, 2017 | |||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||
Financial Statement Presentation | Financial Statement Presentation: The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the six months ended June 30, 2017, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2017. For further information, refer to the financial statements and footnotes thereto included in the Company's Annual Report for the fiscal year ended December 31, 2016.
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Fiscal year end | Fiscal year end: The Company has selected December 31 as its fiscal year end.
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Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates.
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Cash Equivalents | Cash Equivalents: The Company considers all highly liquid investments with maturities of 90 days or less from the date of purchase to be cash equivalents.
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Research and Development Costs | Research and Development Costs: The Company charges research and development costs to expense when incurred in accordance with FASB ASC 730, "Research and Development". Research and development costs were $1,174 for the six months ended June 30, 2017.
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Advertising and Marketing Costs | Advertising and Marketing Costs: Advertising and marketing costs are expensed as incurred. The Company incurred $8,750 advertising or marketing costs during the six months ended June 30, 2017.
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Related parties | Related parties: For the purposes of these financial statements, parties are considered to be related if one party has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.
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Stock-based compensation | Stock-based compensation: For stock-based compensation the Company follows the guidance codified in the Compensation – Stock Compensation Topic of FASB ASC ("ASC 718"). The Company determines the value of stock issued at the date of grant. It also determines at the date of grant, the value of stock at fair market value or the value of services rendered (based on contract or otherwise) whichever is more readily determinable.
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Fair Value of Financial Instruments | Fair Value of Financial Instruments
FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.
If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument.
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Warrants | Warrants: The Company accounts for common stock warrants in accordance with applicable accounting guidance provided in ASC Topic 815 "Derivatives and Hedging – Contracts in Entity's Own Equity" (ASC Topic 815), as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. For warrants classified as equity instruments we apply the Black Scholes model. Presently all warrants issued and outstanding are accounted for using the equity method.
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Income taxes | Income taxes: The Company has adopted ASC Topic 740 – "Income Taxes" ASC Topic 740 requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
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Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share: In accordance with ASC Topic 280 – "Earnings Per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive.
Potential common stock consists of the incremental common stock issuable upon the exercise of common stock warrants (using the if-converted method). The computation of basic loss per share for the period ended June 30, 2017 excludes potentially dilutive securities of 566,000 shares underlying share purchase warrants, because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted.
Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.
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New Accounting Pronouncements | New Accounting Pronouncements: There were various accounting standards and interpretations issued recently, none of which are expected to have a material effect on the Company's operations, financial position or cash flows.
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Summary of Significant Accounting Policies (Tables) |
6 Months Ended | ||||||||||||||||||
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Jun. 30, 2017 | |||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||
Schedule of potentially dilutive securities excluded from the computation of diluted net loss per share |
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Convertible Note - Related Party (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||
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Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||
Convertible Note - Related Party [Abstract] | |||||||||||||||||||||||||||||||||||||
Schedule of convertible notes |
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Capital Stock (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Capital Stock [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of fair value warrants assumptions |
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Schedule of common stock purchase warrants were outstanding |
(1) Each two shares of common stock purchased under the private placement provides for one warrant to acquire an additional share of common stock together with the payment of $0.40.
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Income Taxes (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Schedule of deferred income tax assets |
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Summary of Significant Accounting Policies (Details) - shares |
6 Months Ended | 12 Months Ended |
---|---|---|
Jun. 30, 2017 |
Dec. 31, 2016 |
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Summary of Significant Accounting Policies [Abstract] | ||
Stock purchase warrants | 566,000 | 502,000 |
Summary of Significant Accounting Policies (Details Textual) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended |
---|---|---|---|
Jun. 30, 2017 |
Jun. 30, 2017 |
Dec. 31, 2016 |
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Summary of Significant Accounting Policies (Textual) | |||
Research and development costs | $ 938 | $ 1,714 | |
Advertising or marketing costs | $ 8,750 | ||
Potentially dilutive securities | 566,000 | 502,000 |
Convertible Note - Related Party (Details) - USD ($) |
Jun. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Convertible Note - Related Party [Abstract] | ||
Face value of certain convertible notes | $ 10,000 | $ 10,000 |
Less: unamortized discount | (1,389) | (6,417) |
Carrying value | $ 8,611 | $ 3,583 |
Convertible Note - Related Party (Details Textual) - USD ($) |
1 Months Ended | 6 Months Ended |
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Sep. 01, 2016 |
Jun. 30, 2017 |
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Convertible Note - Related Party (Textual) | ||
Outstanding principal balance | $ 10,000 | |
Embedded beneficial conversion feature | 10,000 | |
Face value total | 10,000 | |
Accrued interest | 689 | |
CubeSquare, LLC [Member] | ||
Convertible Note - Related Party (Textual) | ||
Received proceeds totaling | $ 10,000 | |
Interest rate per annum | 8.00% | |
Conversion, description | (i) $0.0625 per share if the Company's shares are not trading on a public market and; (ii) in the event the Company's shares are listed for trading on a public market, the conversion price shall be equal to a 50% discount to the average of the five lowest trading prices during the previous twenty trading days prior to the date of the notice of conversion from the lender. | |
Maturity date | Sep. 01, 2017 | |
Cumulative funding amount | $ 25,000 | |
CubeSquare, LLC [Member] | President [Member] | ||
Convertible Note - Related Party (Textual) | ||
Ownership percentage | 25.00% |
License and Research Funding Agreement (Details) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
---|---|---|---|---|---|---|---|---|
Dec. 14, 2016 |
Jun. 30, 2017 |
Jun. 30, 2017 |
Dec. 31, 2016 |
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License and Research Funding Agreement (Textual) | ||||||||
Research and development costs | $ 938 | $ 1,714 | ||||||
License Agreement [Member] | ||||||||
License and Research Funding Agreement (Textual) | ||||||||
Total amount of fund for research during research period | $ 100,000 | |||||||
Warrant exercisable percentage | 4.00% | |||||||
Payments of completion of milestone events, description |
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Research and development costs | $ 156,000 | |||||||
Aforementioned funding amount | 100,000 | |||||||
Stock based compensation | $ 56,000 | |||||||
Payments of completion of milestone events due | 6 months |
Capital Stock (Details) |
6 Months Ended |
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Jun. 30, 2017
$ / shares
| |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Dividend yield | 0.00% |
Stock Price | $ 0.25 |
Exercise Price | $ 0.40 |
Maximum [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Expected volatility | 119.33% |
Risk-free interest rate | 1.60% |
Expected life (years) | 2 years 11 months 1 day |
Minimum [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Expected volatility | 97.90% |
Risk-free interest rate | 1.47% |
Expected life (years) | 2 years 8 months 16 days |
Capital Stock (Details 1) - Share Purchase Warrants [Member] - USD ($) |
4 Months Ended | 6 Months Ended | |||
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Dec. 31, 2016 |
Jun. 30, 2017 |
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Warrants | |||||
Outstanding - Beginning balance | [1] | 502,000 | |||
Granted | [1] | 502,000 | 64,000 | ||
Forfeited/Canceled | [1] | ||||
Exercised | [1] | ||||
Outstanding - Ending balance | [1] | 502,000 | 566,000 | ||
Weighted Average Exercise Price | |||||
Outstanding - Beginning balance | $ 0.40 | ||||
Granted | $ 0.40 | $ 0.40 | |||
Forfeited/Canceled | |||||
Exercised | |||||
Outstanding - Ending balance | $ 0.40 | $ 0.40 | |||
|
Income Taxes (Details) - USD ($) |
Jun. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Income Taxes [Abstract] | ||
Loss carryforwards | $ 66,340 | $ 57,540 |
Less - stock based compensation | (19,040) | (19,040) |
Less - valuation allowance | (47,300) | (38,500) |
Total net deferred tax assets |
Income Taxes (Details Textual) - USD ($) |
6 Months Ended | |
---|---|---|
Jun. 30, 2017 |
Dec. 31, 2016 |
|
Income Taxes (Textual) | ||
Statutory income tax rate | 34.00% | |
Net operating loss carry-forward | $ 195,120 | $ 169,240 |
Expiration date | Dec. 31, 2036 |
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