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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2017	Mar. 01, 2018	Jun. 30, 2017
Document and Entity Information
Entity Registrant Name	WRAP TECHNOLOGIES, INC.
Document Type	10-K
Document Period End Date	Dec. 31, 2017
Amendment Flag	false
Entity Central Index Key	0001702924
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		22,803,533
Entity Public Float			$ 0
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	FY

Condensed Balance Sheets - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current assets:
Cash	$ 3,083,976	$ 255,072
Inventories, net	131,192	0
Prepaid expenses and other current assets	11,446	28,299
Total current assets	3,226,614	283,371
Property and equipment, net	36,668	8,226
Other assets, net	1,512	1,512
Total assets	3,264,794	293,109
Current Liabilities:
Accounts payable	36,165	12,065
Deferred and accrued officer compensation	96,000	70,000
Accrued liabilities	60,314	2,900
Total current liabilities	192,479	84,965
Commitments and contingencies (Note 6)
Stockholders' equity:
Preferred stock - 5,000,000 authorized; par value $0.0001 per share; none issued and outstanding	0	0
Common stock - 150,000,000 authorized; par value $0.0001 per share; 22,803,533 and 17,445,408 shares issued and outstanding, respectively	2,280	1,745
Additional paid in capital	4,137,936	440,755
Accumulated deficit	(1,067,901)	(234,356)
Total stockholders' equity	3,072,315	208,144
Total liabilities and stockholders' equity	$ 3,264,794	$ 293,109

Condensed Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Preferred stock, authorized	5,000,000	5,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, authorized	150,000,000	150,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, issued	22,803,533	17,445,408
Common stock, outstanding	22,803,533	17,445,408

Condensed Statements of Operations - USD ($)	10 Months Ended	12 Months Ended
Condensed Statements of Operations - USD ($)	Dec. 31, 2016	Dec. 31, 2017
Operating expenses:
Selling, general and administrative	$ 17,112	$ 522,210
Research and development	217,244	311,335
Total expenses	234,356	833,545
Loss from operations	(234,356)	(833,545)
Net loss	$ (234,356)	$ (833,545)
Net loss per basic common share	$ (0.03)	$ (0.04)
Weighted average common shares used to compute net loss per basic common share	7,467,608	20,194,560

Condensed Statement of Stockholders' Equity - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance, shares at Mar. 01, 2016	0
Beginning Balance, amount at Mar. 01, 2016	$ 0	$ 0	$ 0
Sale of common stock in March 2016 at $0.00836 per share, shares	4,786,121
Sale of common stock in March 2016 at $0.00836 per share, amount	$ 479	39,521		$ 40,000
Sale of common stock in September 2016 at $0.00836 per share, shares	4,786,120
Sale of common stock in September 2016 at $0.00836 per share, amount	$ 479	39,521		40,000
Sale of common stock in October 2016 at $0.00836 per share, shares	4,786,120
Sale of common stock in October 2016 at $0.00836 per share, amount	$ 479	39,521		40,000
Sale of common stock in December 2016 at $0.10447 per share, shares	3,087,047
Sale of common stock in December 2016 at $0.10447 per share, amount	$ 308	322,192		322,500
Net loss for the period			(234,356)	(234,356)
Ending Balance, shares at Dec. 31, 2016	17,445,408
Ending Balance, amount at Dec. 31, 2016	$ 1,745	440,755	(234,356)	208,144
Sale of common stock in January 2017 at $0.10447 per share, shares	2,153,754
Sale of common stock in January 2017 at $0.10447 per share, amount	$ 215	224,785		225,000
Shares issued to acquire merger subsidiary to effect reverse recapitalization, shares	400,838
Shares issued to acquire merger subsidiary to effect reverse recapitalization, amount	$ 40	(40)
Sale of common stock in July 2017 at $0.10447 per share, shares	475,000
Sale of common stock in July 2017 at $0.10447 per share, amount	$ 47	49,953		50,000
Sale of common stock in public offering at $1.50 per share in fourth quarter of 2017, net of issuance costs of $70,084	2,328,533
Sale of common stock in public offering at $1.50 per share in fourth quarter of 2017, net of issuance costs of $70,084	$ 233	3,422,483		3,422,716
Net loss for the period			(833,545)	(833,545)
Ending Balance, shares at Dec. 31, 2017	22,803,533
Ending Balance, amount at Dec. 31, 2017	$ 2,280	$ 4,137,936	$ (1,067,901)	$ 3,072,315

Condensed Statements of Cash Flows - USD ($)	10 Months Ended	12 Months Ended
Condensed Statements of Cash Flows - USD ($)	Dec. 31, 2016	Dec. 31, 2017
Cash Flows From Operating Activities:
Net loss	$ (234,356)	$ (833,545)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1,312	6,661
Changes in assets and liabilities:
Inventories	0	(131,192)
Prepaid expenses and other current assets	(29,811)	16,853
Accounts payable	12,065	24,100
Deferred and accrued officer compensation	70,000	26,000
Accrued liabilities	2,900	57,414
Net cash used in operating activities	(177,890)	(833,709)
Cash Flows From Investing Activities:
Capital expenditures for property and equipment	(9,538)	(35,103)
Net cash used in investing activities	(9,538)	(35,103)
Cash Flows From Financing Activities:
Proceeds from sale of common stock	442,500	3,767,800
Offering costs paid in connection with sale of common stock	0	(70,084)
Net cash provided by financing activities	442,500	3,697,716
Net increase in cash and cash equivalents	255,072	2,828,904
Cash, beginning of period	0	255,072
Cash, end of period	$ 255,072	$ 3,083,976

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2017

Organization And Summary Of Significant Accounting Policies

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Business Description

Wrap Technologies, Inc. (the “Company”) is a developer of security products designed for use by law enforcement and security personnel. The Company's first product is the BolaWrap™ 100 remote restraint device.

The Company resulted from the March 31, 2017 merger of Wrap Technologies, LLC (“Wrap LLC”) with and into its wholly-owned subsidiary MegaWest Energy Montana Corp. (“MegaWest”). Wrap LLC ceased separate existence with MegaWest continuing as the surviving entity. MegaWest changed its name to Wrap Technologies, Inc. and amended and restated new articles of incorporation authorizing 150,000,000 shares of common stock, par value $0.0001, and 5,000,000 shares of preferred stock, par value $0.0001. All outstanding 835.75 membership units of Wrap LLC were exchanged for 20,000,000 shares of common stock of the Company.

Wrap LLC acquired privately held MegaWest from Petro River Oil Corp. (“Petro River”) on March 22, 2017 through the issuance of 16.75 membership units representing a 2% ownership interest in Wrap LLC. Petro River is owned 11% by Scot Cohen its Executive Chairman who also was a Manager and 26% owner of Wrap LLC and a director and officer of the Company. MegaWest had no assets or liabilities at the date of acquisition nor at December 31, 2016 and is not considered an operating business.

Wrap LLC’s acquisition of MegaWest and its subsequent merger with and into the MegaWest wholly-owned subsidiary and exchange of member units for common stock has been accounted for as a reverse recapitalization of Wrap LLC. Wrap LLC, now the Company, is deemed the accounting acquirer with MegaWest the accounting acquiree. The Company’s financial statements are in substance those of Wrap LLC and deemed to be a continuation of its business from its inception date of March 2, 2016. The balance sheet of the Company continues at historical cost as the accounting acquiree had no assets or liabilities and no goodwill or intangible assets was recorded as part of the recapitalization of the Company.

To reflect the recapitalization historical common shares and additional paid-in capital have been retroactively adjusted using the exchange ratio of approximately 23,930.60 shares for each membership unit of Wrap LLC.

Basis of Presentation and Use of Estimates

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions (e.g., recognition and measurement of contingencies and accrued costs) that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and affect the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

Public Offering

In December 2017, the Company completed a self-underwritten public offering raising gross proceeds of approximately $3.49 million from the sale of 2,328,533 shares of Common Stock at $1.50 per share. Three officers of the Company purchased 40,000 shares of the offering for $60,000.

Going Concern

Since inception in March 2016, the Company has generated significant losses from operations and anticipates that it will continue to generate significant losses from operations for the foreseeable future.

While management believes it has adequate financial resources for the next year, management cannot assure that if any future financing is required that it will be available on favorable terms or at all. Additionally, if additional capital is raised through the sale of equity or convertible debt securities, the issuance of such securities would result in dilution to the Company’s existing stockholders. Furthermore, despite management’s optimism regarding the Company’s technology and products, there is no guarantee that any products will perform as hoped or that such products can be successfully commercialized.

Net Loss per Share

Basic loss per common share is computed by dividing net loss for the period by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. There were no common Stock equivalents outstanding during the periods presented; accordingly, the Company’s basic and diluted net loss per share are the same.

Fair Value of Financial Instruments

The carrying amounts of cash, accounts payable and accrued liabilities approximate fair values due to the short nature of these instruments.

Concentrations of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash. Due to the relative short nature of such instrument, the carrying amount approximates fair value. The Company places its cash in a demand deposit account at one bank and such balances may at times be in excess of amounts insured by federal agencies, which is $250,000 as of December 31, 2017. The Company does not believe that it is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. The Company performs periodic evaluations of the relative credit standing of these financial institutions. The Company has not experienced any significant losses on its cash equivalents.

Property, Equipment and Depreciation

Property and equipment is stated at cost. Depreciation on property and equipment is computed over the estimated useful lives of three years using the straight-line method. The Company intends, on any retirement or disposition of property and equipment, that the related cost and accumulated depreciation or amortization will be removed and a gain or loss recorded.

Impairment of Long-Lived Assets

Long-lived assets and identifiable intangibles held for use are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the sum of undiscounted expected future cash flows is less than the carrying amount of the asset or if changes in facts and circumstances indicate, an impairment loss is recognized and measured using the asset’s fair value. The Company did not recognize any impairment loss during the periods ended December 31, 2016 and 2017.

Startup Costs

The Company expensed startup costs related to the development of its business including approximately $24,600 incurred prior to legal formation. Patent legal costs incurred are expensed as research and development costs until evidence of patentability is confirmed.

Advertising Costs

The Company expenses advertising costs in the period in which they are incurred. The Company incurred advertising costs of $11,812 and $417 for the periods ended December 31, 2017 and 2016, respectively. Advertising costs are included in selling, general and administrative expenses in the accompanying statements of operations.

Research and Development Costs

Research and development costs consist primarily of contract development costs and experimental work materials and certain startup patent costs. Research and development costs with no alternative use are expensed as incurred.

Income Taxes

Until its reverse recapitalization on March 31, 2017, the Company was treated as a partnership for federal and state income tax purposes and did not incur income taxes. Instead, its losses were included in the income tax returns of the member partners. Accordingly, no provision or liability for federal or state income taxes has been included in these financial statements for the period prior to March 31, 2017 and no income tax expense was recorded for the period ended December 31, 2017 due to losses incurred.

Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimates.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 requires entities to recognize revenue through the application of a five-step model, which includes identification of the contract, identification of the performance obligations, determination of the transaction price, allocation of the transaction price to the performance obligations and recognition of revenue as the entity satisfies the performance obligations. Subsequently, the FASB issued the following accounting standard updates related to Topic 606, Revenue from Contracts with Customers:

●

ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) in March 2016. ASU 2016-08 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on principal versus agent considerations.

●

ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing in April 2016. ASU 2016-10 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on identifying performance obligations and its licensing.

●

ASUs 2016-12 and 2016-20, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, and Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, respectively, issued in May and December 2016, respectively. These ASUs do not change the core principle of revenue recognition in Topic 606 but clarify the implementation guidance on a few narrow areas and add some practical expedients to the guidance.

Topic 606 is effective for the Company as of January 1, 2018, and permits the use of either a retrospective or a modified retrospective method. The Company currently anticipates using the modified retrospective method and has no previously reported revenues.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which provides targeted improvements to the recognition, measurement, presentation and disclosure of financial assets and financial liabilities. Specific accounting areas addressed include equity investments and financial liabilities reported under the fair value option and valuation allowance assessment resulting from unrealized losses on available-for-sale securities. This ASU also changes certain presentation and disclosure requirements for financial instruments. This ASU is to be applied by means of a cumulative effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. This ASU is effective for the Company as of January 1, 2018. Early adoption, with certain exceptions, is not permitted. The Company does not expect adoption of this ASU to have any impact on its financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize right-of-use assets and corresponding liabilities for all leases with an initial term in excess of 12 months. This ASU is to be adopted using a modified retrospective approach, including a number of practical expedients, that requires leases to be measured and recognized under the new guidance at the beginning of the earliest period presented. This ASU is effective for the Company as of January 1, 2019. Early adoption is permitted. The Company is currently evaluating the effect this ASU will have on its financial statements and related disclosures.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, addressing eight specific cash flow issues in an effort to reduce diversity in practice. This ASU is effective for the Company as of January 1, 2018. The Company does not expect adoption to have a material impact on its statements of cash flows.

In November 2016, the FASB issued ASU 2016-18, Restricted Cash, which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This ASU is effective for the Company as of January 1, 2018. The Company does not expect adoption of this ASU to have any impact on its financial statements.

In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting, which amends the scope of modification accounting for share-based payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718, Compensation – Stock Compensation. This ASU is effective for the Company as of January 1, 2018. The Company does not expect adoption of this ASU to have any impact on its financial statements.

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this ASU change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. The amendments in Part I of this ASU are effective for the Company as of January 1, 2019. The amendments in Part II of this ASU replace the indefinite deferral of certain guidance in Topic 480 with a scope exception. The amendments in Part II of this ASU do not require any transition guidance. The Company does not expect adoption of this ASU to have any impact on its financial statements.

In March 2016, the FASB issued ASU 2016 – 09 “Improvements to Employee Share-Based Payment Accounting”, which simplifies the accounting for share-based payment transactions including their income tax consequences, classification as either equity or liability awards, classification on the statement of cash flows, and other areas. The method of adoption varies with the different aspects of the Update. The Update is effective for the Company in the first quarter of fiscal year 2018. The Company does not expect this ASU to have a material impact on its financial statements.

The Company has reviewed other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoptions of any such pronouncements will be expected to cause a material impact on its financial condition or the results of operations.

2. INVENTORIES, NET

12 Months Ended

Dec. 31, 2017

Inventory Disclosure [Abstract]

2. INVENTORIES

Inventory is recorded at the lower of cost or net realizable value. The cost of substantially all the Company’s inventory is determined by the weighted average cost method. Inventories consisted of the following at December 31, 2017:

Finished goods	$	5,308
Work in process		5,484
Raw materials		120,400
	$	131,192

3. PROPERTY AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2017

Property And Equipment Net

PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following:

	December 31,
	2017			2016
Laboratory equipment	$	12,730		$	7,342
Tooling		18,165			-
Computer equipment		4,151			-
Furniture and fixtures		9,595			2,196
		44,641			9,538
Accumulated depreciation		(7,973	)		(1,312	)
	$	36,668		$	8,226

Depreciation expense was $6,661 and $1,312 for the year ended December 31, 2017 and the period from March 2, 2016 to December 31, 2016, respectively.

4. DEFERRED AND ACCRUED COMPENSATION

12 Months Ended

Dec. 31, 2017

Deferred And Accrued Compensation

DEFERRED AND ACCRUED COMPENSATION

Effective March 2016 the Company began accruing monthly compensation for the services of two officers in the aggregate amount of $7,000 per month payable to Syzygy Licensing, LLC (“Syzygy”). In March 2017 the Company accrued and deferred $6,000 compensation to each of the two officers. The balance payable to Syzygy as of December 31, 2017 was $84,000 and the accrued deferred compensation aggregated $12,000. These balances accrue without interest. No payment terms or schedule has been established.

5. STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION

12 Months Ended

Dec. 31, 2017

Stockholders Equity And Share-based Compensation

STOCKHOLDERS' EQUITY AND SHARE-BASED COMPENSATION

The Company’s authorized capital consists of 150,000,000 shares of common stock, par value $0.0001, and 5,000,000 shares of preferred stock, par value $0.0001. To reflect the recapitalization (see Note 1) historical shares of common stock and additional paid-in capital have been retroactively adjusted using the exchange ratio of approximately 23,930.60 shares of common stock for each member unit of Wrap LLC.

Effective with the merger, the Company adopted and the shareholders approved on March 31, 2017 the 2017 Stock Incentive Plan authorizing 2,000,000 shares of common stock for issuance as stock options and restricted stock units to employees, directors or consultants. At December 31, 2017, there has been no option grants or restricted stock awards made and none were outstanding.

6. COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2017

Commitments And Contingencies

COMMITMENTS AND CONTINGENCIES

Facility Lease

Commencing December 1, 2016 the Company leased 1,890 square feet of improved office, assembly and warehouse space in Las Vegas, Nevada for a period of 37 months terminating December 31, 2019. The gross monthly base rent is $1,550 increasing approximately 3.5% per year, subject to certain future adjustments. The Company may receive an aggregate of three months of base rent concessions over the term of the lease subject to timely rent payments.

Rent expense for the period ended December 31, 2017 and 2016 was $18,120 and $1,510, respectively. The remaining future annual minimum lease obligations under the foregoing facility lease are $17,123 and $19,051 for the balance of 2018 and 2019, respectively.

Related Party Technology License Agreement

The Company is obligated to pay royalties and pay development and patent costs pursuant to an exclusive Amended and Restated Intellectual Property License Agreement dated as of September 30, 2016 with Syzygy, a company owned and controlled by stockholder/officers Mr. Elwood Norris and Mr. James Barnes. The agreement provides for royalties of 4% of revenues from products employing the licensed ensnarement device technology up to an aggregate of $1,000,000 of royalties or until September 30, 2026, whichever is earlier.

Indemnifications and Guarantees

Our officers and directors are indemnified as to personal liability as provided by the Delaware law and the Company’s articles and bylaws. The Company may also undertake indemnification obligations in the ordinary course of business related to its operations. The Company is unable to estimate with any reasonable accuracy the liability that may be incurred pursuant to any such indemnification obligations now or in the future. Because of the uncertainty surrounding these circumstances, the Company’s current or future indemnification obligations could range from immaterial to having a material adverse impact on its financial position and its ability to continue in the ordinary course of business. The Company has no liabilities recorded for such indemnities.

Regulatory Agencies

The Company may be subject to oversight from regulatory agencies regarding firearms that arise in the ordinary course of its business.

7. INCOME TAXES

12 Months Ended

Dec. 31, 2017

Income Taxes

INCOME TAXES

Until its reverse recapitalization on March 31, 2017, the Company was treated as a partnership for federal and state income tax purposes and did not incur income taxes. The Company accounts for income taxes under ASC 740. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is "more likely than not" that some component or all of the benefits of deferred tax assets will not be realized.

The Company did not provide any current or deferred U.S. federal income tax provision or benefit for the periods presented because of operating losses since inception. As of December 31, 2017, the Company has net operating loss carryforwards of approximately $630,000 to reduce future taxable income through 2037. Certain changes in stock ownership can result in a limitation on the amount of net operating loss and tax credit carryovers that can be utilized each year. As of December 31, 2017, management has not determined the extent of any such limitations, if any.

The Company provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period. As a result of the change in future Federal statutory tax rates due to the passing of the Tax Cuts and Jobs Act of 2017, management has determined that the deferred tax assets and liabilities should not be valued at a federal statutory rate of 34% but rather at the rate in which the benefit of the deferred tax asset or liability will be realized by the Company. As such, the Federal statutory rate used to value the Company's deferred tax assets and liabilities is 21%.

The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the period ended December 31, 2017 applicable under FASB ASC 740. The Company did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet. All tax returns for the Company remain open.

The provision for (benefit from) income taxes consists of the following:

Period Ended December 31, 2017
Current tax benefit	$	-
Deferred tax benefit		136,000
Change in valuation allowance		(136,000	)
Income tax benefit (provision)	$	-

A reconciliation of the provision for income taxes at the federal statutory rate of 35% to the Company’s provision for income tax is as follows:

Period Ended December 31, 2017
Income taxes benefit computed at federal statutory rate	$	133,000
Research tax credits		6,000
Permanent differences and other		(3,000	)
Change in valuation allowance		(136,000	)
Income tax benefit (provision)	$	-

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table presents the significant components of the Company’s deferred tax assets and liabilities for the periods presented:

At December 31, 2017
Deferred tax assets:
Net operating losses	$	132,000
Research tax credits		6,000
Deferred compensation		20,000
Accruals and other		13,000
		171,000
Deferred tax liabilities:
Depreciation and other		3,000
		3,000
Net deferred tax assets		168,000
Less valuation allowance		(168,000	)
Net deferred taxes after valuation allowance	$	-

8. RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2017

RELATED PARTY TRANSACTIONS

During the period ended December 31, 2016 the Company paid $25,409 of patent legal costs incurred by Syzygy for the ensnarement device technology pursuant to the license agreement (see Note 6) with such technology subsequently assigned to the Company.

Commencing in October 2017 the Company commenced reimbursing officer Mr. Elwood Norris $1,500 per month on a month to month basis for laboratory costs for an aggregate of $4,500 during the year ended December 31, 2017.

See Notes 1, 4 and 6 for additional related party transactions and information.

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2017

Organization And Summary Of Significant Accounting Policies Policies

Organization and Business Description

Basis of Presentation and Use of Estimates

Public Offering

Going Concern

Net Loss per Share

Fair Value of Financial Instruments

The carrying amounts of cash, accounts payable and accrued liabilities approximate fair values due to the short nature of these instruments.

Concentrations of Credit Risk

Property, Equipment and Depreciation

Impairment of Long-Lived Assets

Startup Costs

Advertising Costs

Research and Development Costs

Income Taxes

Recent Accounting Pronouncements

●

2. INVENTORIES, NET (Tables)

12 Months Ended

Dec. 31, 2017

Inventories Net Tables

Schedule of inventories

Finished goods	$	5,308
Work in process		5,484
Raw materials		120,400
	$	131,192

3. PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2017

Property And Equipment Net Tables

Property and equipment

	December 31,
	2017			2016
Laboratory equipment	$	12,730		$	7,342
Tooling		18,165			-
Computer equipment		4,151			-
Furniture and fixtures		9,595			2,196
		44,641			9,538
Accumulated depreciation		(7,973	)		(1,312	)
	$	36,668		$	8,226

7. INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2017

Income Taxes Tables

Provision for (benefit from) income taxes

Period Ended December 31, 2017
Current tax benefit	$	-
Deferred tax benefit		136,000
Change in valuation allowance		(136,000	)
Income tax benefit (provision)	$	-

Reconciliation of the provision for income taxes

Period Ended December 31, 2017
Income taxes benefit computed at federal statutory rate	$	133,000
Research tax credits		6,000
Permanent differences and other		(3,000	)
Change in valuation allowance		(136,000	)
Income tax benefit (provision)	$	-

Deferred tax assets and liabilities

At December 31, 2017
Deferred tax assets:
Net operating losses	$	132,000
Research tax credits		6,000
Deferred compensation		20,000
Accruals and other		13,000
		171,000
Deferred tax liabilities:
Depreciation and other		3,000
		3,000
Net deferred tax assets		168,000
Less valuation allowance		(168,000	)
Net deferred taxes after valuation allowance	$	-

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2017	Mar. 01, 2016
Organization And Summary Of Significant Accounting Policies Details Narrative
Loss from operations	$ (234,356)	$ (833,545)
Net cash used in operating and investing activities	(187,428)
Cash	255,072	3,083,976	$ 0
Current liabilities	$ 84,965	192,479
Lease commitments		$ 43,800

2. INVENTORIES, NET (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Inventories Net Details
Finished goods	$ 5,308
Work in process	5,484
Raw materials	120,400
Inventory	$ 131,192	$ 0

3. PROPERTY AND EQUIPMENT, NET (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Property and equipment, gross	$ 44,641	$ 9,538
Accumulated depreciation	(7,973)	(1,312)
Property and equipment, net	36,668	8,226
Laboratory equipment
Property and equipment, gross	12,730	7,342
Tooling
Property and equipment, gross	18,165	0
Computer equipment
Property and equipment, gross	4,151	0
Furniture and fixtures
Property and equipment, gross	$ 9,595	$ 2,196

3. PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2017
Property And Equipment Net Details Narrative
Depreciation expense	$ 1,312	$ 6,661

5. STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION (Details Narrative) - $ / shares	Dec. 31, 2017	Dec. 31, 2016
Stockholders Equity And Share-based Compensation Details Narrative
Common stock, authorized	150,000,000	150,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Preferred stock, authorized	5,000,000	5,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001

6. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Commitments And Contingencies Details Narrative
Rent expense	$ 18,120	$ 1,510
Future annual minimum lease obligations
2018	17,123
2019	$ 19,051

7. INCOME TAXES (Details)	12 Months Ended
7. INCOME TAXES (Details)	Dec. 31, 2017 USD ($)
Income Taxes Details
Current tax benefit	$ 0
Deferred tax benefit	136,000
Change in valuation allowance	(136,000)
Income tax benefit (provision)	$ 0

7. INCOME TAXES (Details 1)	12 Months Ended
7. INCOME TAXES (Details 1)	Dec. 31, 2017 USD ($)
Income Taxes Details 1
Income taxes benefit computed at federal statutory rate	$ 133,000
Research tax credits	6,000
Permanent differences and other	(3,000)
Change in valuation allowance	(136,000)
Income tax benefit (provision)	$ 0

7. INCOME TAXES (Details 2)	Dec. 31, 2017 USD ($)
Deferred tax assets:
Net operating losses	$ 132,000
Research tax credits	6,000
Deferred compensation	20,000
Accruals and other	13,000
Deferred tax assets	171,000
Deferred tax liabilities:
Depreciation and other	3,000
Deferred tax liabilities	3,000
Net deferred tax assets	168,000
Less valuation allowance	(168,000)
Net deferred taxes after valuation allowance	$ 0