10-Q/A

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q/A

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934

For the fiscal quarter ended June 30, 2020

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ____________to____________

MANHATTAN SCIENTIFICS, INC.

(Exact name of small business issuer as specified in its charter)

Delaware	000-28411	85-0460639
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

244 Fifth Ave, Suite 2341

New York, New York, 10001

(Address of principal executive offices) (Zip code)

Issuer’s telephone number: (212) 541-2405

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value

(Title of Class)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒

There were 557,781,064 shares outstanding of registrant’s common stock, par value $0.001 per share, as of August 19, 2020.

EXPLANATORY NOTE

This Amendment No.1 to our Quarterly Report on Form 10-Q/A (the “10-Q/A”) amends the Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, as originally filed with the Securities and Exchange Commission on August 19, 2020 (the “original Form 10-Q”).

The purpose of this Form 10-Q/A is to disclose the financials in XBRL format, which were not disclose in the Original Form 10-Q. No additional changes, revisions, or updates have been made to the original Form 10-Q in this Form 10-Q/A. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date.

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ITEM 6. EXHIBITS

Index to Exhibits

31.1 *	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
32.1 *	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
EX-101.INS**	XBRL Instance Document
EX-101.SCH**	XBRL Taxonomy Extension Schema Document
EX-101.CAL**	XBRL Taxonomy Extension Calculation Linkbase
EX-101.DEF**	XBRL Taxonomy Extension Definition Linkbase
EX-101.LAB**	XBRL Taxonomy Extension Labels Linkbase
EX-101.PRE**	XBRL Taxonomy Extension Presentation Linkbase

_________________ 

* Previously filed 

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 20th day of August, 2020. 

MANHATTAN SCIENTIFICS, INC.
By:	/s/ Emmanuel Tsoupanarias
Name:	Emmanuel Tsoupanarias
Title:	Chief Executive Officer (Principal Executive, Financial and Accounting Officer)

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Cover - shares	6 Months Ended
	Jun. 30, 2020	Aug. 19, 2020
Cover [Abstract]
Entity Registrant Name	MANHATTAN SCIENTIFICS INC
Entity Central Index Key	0001099132
Document Type	10-Q/A
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2020
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2020
Entity Common Stock Shares Outstanding		557,781,064
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Current assets:
Cash	$ 459,000	$ 261,000
Prepaid expenses	12,000	13,000
Due from the sale of assets - current portion	300,000	300,000
Total current assets	771,000	574,000
Investment in equity securities	1,070,000	1,045,000
Property and equipment, net	7,000	4,000
Due from the sale of assets	300,000	600,000
Other assets	2,000	2,000
Total assets	2,150,000	2,225,000
Current liabilities:
Accounts payable and accrued expenses	1,503,000	1,510,250
Accrued expenses - related parties	707,000	583,750
Total current liabilities	2,210,000	2,094,000
Long-term liabilities:
Notes payable, net of discounts	91,000	78,000
Total long-term liabilities	91,000	78,000
Total liabilities	2,301,000	2,172,000
Commitments and Contingencies - Note 7	0	0
STOCKHOLDERS' DEFICIT
Capital stock $.001 par value	0	0
Preferred, authorized 447,804 shares, 0 and 0 shares issued, and outstanding, respectively	0	0
Common, authorized 950,000,000 shares, 557,781,064 and 557,781,064 shares issued, and outstanding, respectively	558,000	558,000
Additional paid-in-capital	67,632,000	67,632,000
Accumulated deficit	(69,399,000)	(69,195,000)
Total stockholders' deficit	(1,209,000)	(1,005,000)
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT	2,150,000	2,225,000
Series D Preferred Stock [Member]
STOCKHOLDERS' DEFICIT
Preferred, authorized 447,804 shares, 0 and 0 shares issued, and outstanding, respectively	1,058,000	1,058,000
Class A Convertible Preferred Stock [Member]
STOCKHOLDERS' DEFICIT
Preferred, authorized 447,804 shares, 0 and 0 shares issued, and outstanding, respectively	0	0
Class B Convertible Preferred Stock [Member]
STOCKHOLDERS' DEFICIT
Preferred, authorized 447,804 shares, 0 and 0 shares issued, and outstanding, respectively	0	0
Class C Redeemable Convertible Preferred Stock [Member]
STOCKHOLDERS' DEFICIT
Preferred, authorized 447,804 shares, 0 and 0 shares issued, and outstanding, respectively	$ 0	$ 0

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2020	Dec. 31, 2019
Capital stock, shares par value	$ .001	$ .001
Preferred stock, shares authorized	447,804	447,804
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	950,000,000	950,000,000
Common stock, shares issued	557,781,064	557,781,064
Common stock, shares outstanding	557,781,064	557,781,064
Class A Convertible Preferred Stock [Member]
Preferred stock, shares authorized	182,525	182,525
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class B Convertible Preferred Stock [Member]
Preferred stock, shares authorized	250,000	250,000
Preferred stock, shares issued	49,999	49,999
Preferred stock, shares outstanding	49,999	49,999
Class C Redeemable Convertible Preferred Stock [Member]
Preferred stock, shares authorized	14,000	14,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series D convertible preferred Stock [Member]
Preferred stock, shares authorized	105,761	105,761
Preferred stock, shares issued	105,761	105,761
Preferred stock, shares outstanding	105,761	105,761

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Revenue	$ 50,000	$ 50,000	$ 50,000	$ 50,000
Operating costs:
General and administrative expenses	176,000	538,000	345,000	758,000
Research and development	2,000	2,000	5,000	3,000
Total operating costs and expenses	178,000	540,000	350,000	761,000
Income (Loss) from operations before other income and expenses	(128,000)	(490,000)	(300,000)	(711,000)
Other income and (expenses):
Gain (Loss) on fair value adjustment of investments	662,000	(418,000)	109,000	(633,000)
Interest expense	(6,000)	0	(13,000)	0
Total other income (expense)	656,000	(418,000)	96,000	(633,000)
NET INCOME (LOSS)	$ 528,000	$ (908,000)	$ (204,000)	$ (1,344,000)
INCOME (LOSS) PER COMMON SHARE:
Weighted average number of common shares outstanding (Basic)	557,781,064	547,759,086	557,781,064	540,808,688
Basic Income (loss) per common share	$ 0.00	$ (0.00)	$ (0.00)	$ (0.00)
Weighted average number of common shares outstanding (Diluted)	579,204,001	547,759,086	557,781,064	540,808,688
Diluted Income (loss) per common share	$ 0.00	$ (0.00)	$ (0.00)	$ (0.00)

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($)	Total	Series B, Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Dec. 31, 2018		49,999	533,781,064
Balance, amount at Dec. 31, 2018	$ (150,000)	$ 0	$ 534,000	$ 67,289,000	$ (67,973,000)
Net Loss	(436,000)				(436,000)
Balance, shares at Mar. 31, 2019		49,999	533,781,064
Balance, amount at Mar. 31, 2019	(586,000)	$ 0	$ 534,000	67,289,000	(68,409,000)
Net Loss	(908,000)	$ 0	$ 0	0	(908,000)
Common stock issued for services, shares			24,000,000
Common stock issued for services, amount	360,000	$ 0	$ 24,000	336,000	0
Options issued for services	7,000	$ 0	$ 0	7,000	0
Balance, shares at Jun. 30, 2019		49,999	557,781,064
Balance, amount at Jun. 30, 2019	(1,127,000)	$ 0	$ 558,000	67,632,000	(69,317,000)
Balance, shares at Dec. 31, 2019		49,999	557,781,064
Balance, amount at Dec. 31, 2019	(1,005,000)	$ 0	$ 558,000	67,632,000	(69,195,000)
Net Loss	(732,000)				(732,000)
Balance, shares at Mar. 31, 2020		49,999	557,781,064
Balance, amount at Mar. 31, 2020	(1,737,000)	$ 0	$ 558,000	67,632,000	(69,927,000)
Net Loss	528,000	$ 0	$ 0	0	528,000
Balance, shares at Jun. 30, 2020		49,999	557,781,064
Balance, amount at Jun. 30, 2020	$ (1,209,000)	$ 0	$ 558,000	$ 67,632,000	$ (69,399,000)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (204,000)	$ (1,344,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services	0	360,000
Stock options issued/vested for services	0	7,000
Depreciation and amortization	1,000	2,000
Loss/ (Gain) on fair value adjustment of investments	(109,000)	632,000
Amortization of debt discount	13,000	0
Changes in:
Prepaid expenses	1,000	(1,000)
Accounts payable and accrued expenses	116,000	189,000
Net cash used in operating activities	(182,000)	(155,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets	(4,000)	(2,000)
Proceeds from sale of assets held for sale	300,000	300,000
Proceeds from sale of investments	84,000	0
Net cash provided by investing activities	380,000	298,000
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments for notes payable	0	(50,000)
Proceeds from notes payable	0	50,000
Net cash provided by financing activities	0	0
NET DECREASE IN CASH	198,000	143,000
CASH, BEGINNING OF PERIOD	261,000	87,000
CASH, END OF PERIOD	459,000	230,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	0	0
Income taxes paid	$ 0	$ 0

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BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2020

BASIS OF PRESENTATION

NOTE 1 - BASIS OF PRESENTATION

The foregoing unaudited interim 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 Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the audited financial statements and the notes thereto included on Form 10-K for the year ended December 31, 2019, filed on April 14, 2020. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

Operating results for the three and six-months period ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. The condensed consolidated balance sheet at December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles in the U.S. for complete financial statements.

As of June 30, 2020, the Company has cumulative losses totaling $69,399,000 and negative working capital of $1,439,000. The Company had a net loss of $204,000 for the six months ended June 30, 2020. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. Because of these conditions, the Company will require additional working capital to develop business operations. Management’s plans are to raise additional working capital through the continued licensing of its technology as well as to generate revenues for other services. There are no assurances that the Company will be able to achieve the level of revenues adequate to generate sufficient cash flow from operations to support the Company’s working capital requirements. To the extent that funds generated are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may not continue its operations.

The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

As of the filing date, the Coronavirus (“COVID-19”) has caused significant volatility in global markets, including the market price of our securities. The demand for our products and services has decreased and the ability of our customers to make payments for the products and services they purchased has been negatively impacted.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS

6 Months Ended

Jun. 30, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS

BASIS OF CONSOLIDATION:

The consolidated financial statements include the accounts of Manhattan Scientific, Inc., its wholly owned subsidiary Metallicum. All significant intercompany balances and transactions have been eliminated.

USE OF ESTIMATES:

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 that affect the amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. A significant estimate includes the carrying value of the Company’s patents, fair value of the Company’s common stock, assumptions used in calculating the value of stock options, depreciation and amortization.

CASH CONCENTRATION:

The Company’s cash accounts are federally insured up to $250,000 for each financial institution we hold our accounts in. As of June 30, 2020 and December 31, 2019, we had cash balances of $191,000 and $0 exceeding the federally insured limits.

PROPERTY AND EQUIPMENT:

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized, and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes.

INTANGIBLE ASSETS:

License Agreements

In 2009, the Company entered into a patent license agreement with Los Alamos National Security LLC for the exclusive use of certain technology relating to the manufacture and application of nanostructuring metals and alloys. At June 30, 2020 and December 31, 2019, the license agreements were fully amortized. Beginning in 2010, the Company was required to pay an annual license fee of $10,000 and may be required to pay royalties, as defined, to the licensors.

DUE FROM THE SALE OF ASSETS:

Non-current assets are classified as held for sale if it is highly probably that they will be recovered primarily through sale rather than through continuing use.

Immediately before classification as held for sale, the assets are remeasured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on initial classification as held for sale and subsequent gains and losses on re-measurement are recognized in profit or loss. Gains are not recognized in excess of any cumulative impairment loss.

During the year ended December 31, 2019, the Company sold the assets held for sale that were presented on the balance sheet as of December 31, 2018. During the year ended December 31, 2018, the Company recorded impairment and adjusted the asset valuation to $1.2 million. The Company then sold the assets for a total of $1.2 million of which $300,000 was received during the year ended December 31, 2019 and $300,000 was received in May 2020. The remaining $600,000 will be collected during the next two years in equal increments on the anniversary date of the agreement, May 1. As of June 30, 2020, the Company evaluated the collectability and determined that no allowance is needed at this time due to the payment history with this third party and the subsequent receipt of funds.

REVENUE RECOGNITION:

The Company recognizes revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which consists of five steps to evaluating contracts with customers for revenue recognition: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation.

The Company generated 100% of the revenue from one customer for the six months period ended June 30, 2020.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company recognized the fair value of financial instruments in accordance with FASB ASC 820, Fair Value Measurements and Disclosures, “Fair Value Measurements”, which provides a framework for measuring fair value under GAAP. Fair value is defined 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. The standard also expands disclosures about instruments measured at fair value and 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. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 — Quoted prices for identical assets and liabilities in active markets;

Level 2 — Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The Company designates cash equivalents (consisting of money market funds) and investments in securities of publicly traded companies as Level 1. The total amount of the Company’s investment classified as Level 3 is de minimis.

Our financial assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2020 and December 31, 2019, consisted of the following:

	Total fair value at June 30, 2020		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Investment in equity securities	$	1,070,000	$	1,070,000	$	-	$	-
	Total fair value at December 31, 2019		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Investment in equity securities	$	1,045,000	$	1,045,000	$	-	$	-

Fair value of financial instruments: The carrying amounts of financial instruments, including cash and cash equivalents, short-term investments, accounts payable, accrued expenses and notes payables approximated fair value as of June 30, 2020 and December 31, 2019 because of the relative short term nature of these instruments.

Investments in equity securities

During the year ended December 31, 2017, the Company elected fair value option for its investment in Imagion Biosystems, Inc. a Nevada company (“Imagion”) based on triggering event of dilution of ownership, which lead to the deconsolidation of Imagion. Investments in Imagion are measured at fair value as opposed to equity method based on ASC 825-10. The guidance allows entities to elect to measure certain financial assets and financial liabilities (as well as certain nonfinancial instruments that are similar to financial instruments) at fair value. Investments over which an investor has the ability to exercise significant influence are eligible for the fair value option as they represent recognized financial assets. When the fair value option is elected for an instrument, all subsequent changes in fair value for that instrument are reported in earnings.

As of June 30, 2020, the Company holds approximately 7% of the total issued and outstanding shares of Imagion and is reported under fair value method under ASC 320. Management determined that it was appropriate to carry its investment in Imagion at fair value because the investment is traded on the Australian stock exchange and has daily trading activity and is a better indicator of value. The investments are re-measured at the end of each quarter based on the trading price and converted from AUD to USD. Any change in the value is reported on the income statement as an unrealized gain or loss in other income (expense).

ACCOUNTING FOR LEASES

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) and subsequent amendments to the initial guidance: ASU 2017-13, ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01 (collectively, Topic 842). Topic 842 requires companies to generally recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use assets. The Company early adopted Topic ASC 842 using the effective date of January 1, 2019 as the date of our initial application of the standard. The Company used the new transition election to not restate comparative periods and elected the package of practical expedients upon adoption, which permits the Company to not reassess under the new standard the Company’s prior conclusions about lease identification, lease classification and initial direct costs. Consequently, financial information for the comparative periods will not be updated. Upon adoption, there was no material impact to the financial statements.

INCOME TAXES

The Company accounts for income taxes under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Company’s consolidated balance sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance. Changes in the Company’s valuation allowance in a period are recorded through the income tax provision on the consolidated statements of operations.

ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return.

Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of ASC 740-10, the Company recognized no material adjustment in the liability for unrecognized income tax benefits.

BASIC AND DILUTED LOSS PER SHARE

In accordance with FASB ASC 260, “Earnings Per Share,” the basic loss per share is computed by dividing the loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Basic net loss per share excludes the dilutive effect of stock options or warrants and convertible notes. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options and warrants. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. As of June 30, 2020 and 2019, 31,397,917and 40,105,000, respectively, dilutive shares were excluded from the calculation of diluted loss per common share as the effect of these shares on earnings per share would have been anti-dilutive; however, dilutive shares were included from the calculation of diluted income common shares for the three months ended June 30, 2020.

The following table shows the computation of basic and diluted earnings (loss) per share for the three- and six-months periods ended June 30, 2020 and 2019:

	Three Months Ended					Six Months Ended
	June 30, 2020		June 30, 2019			June 30, 2020			June 30, 2019
Numerator:
Net income	$	528,000	$	(908,000	)	$	(204,000	)	$	(1,344,000	)
Denominator:
Weighted-average basic shares outstanding		557,781,064		547,759,086			557,781,064			540,808,688
Effect of dilutive securities		1,422,937		-			-			-
Weighted-average diluted shares		579,204,001		547,759,086			557,781,064			540,808,688
Basic earnings (loss) per share	$	0.00	$	(0.00	)	$	(0.00	)	$	(0.00	)
Diluted earnings (loss) per share	$	0.00	$	(0.00	)	$	(0.00	)	$	(0.00	)

STOCK BASED COMPENSATION

In June 2018, FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718),Improvements to Nonemployee Share Based Payment Accounting. The amendments in this Update expand the scope of stock compensation to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance in this Update does not apply to transactions involving equity instruments granted to a lender or investor that provides financing to the issuer. The guidance is effective for fiscal years beginning after December 31, 2018 including interim periods within the fiscal year. The Company adopted with an effective date of January 1, 2019. Upon adoption, there was no material impact to the financial statements.

RECENT ACCOUNTING PRONOUNCEMENTS

In August 2018, the FASB issued ASU 2018-13, Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, which removes, modifies, and adds certain disclosure requirements related to fair value measurements in ASC Topic 820. This guidance is effective for public companies in fiscal years beginning after December 15, 2019, with early adoption permitted. Effective January 1, 2020, we adopted ASU 2018-13. The implementation of this standard did not have any material impact on our consolidated financial statements.

The Company does not expect the adoption of recently issued accounting pronouncements to have a potential impact on the Company’s results of operations, financial position or cash flow.

The Company has evaluated all recent accounting pronouncements and none are expected to have a material impact on the condensed consolidated financial statements.

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INVESTMENT IN EQUITY SECURITIES (IMAGION BIOSYSTEMS)

6 Months Ended

Jun. 30, 2020

INVESTMENT IN EQUITY SECURITIES (IMAGION BIOSYSTEMS)

NOTE 3 - INVESTMENT IN EQUITY SECURITIES (IMAGION BIOSYSTEMS)

As of June 30, 2020, the Company owns 56,516,508 shares of Imagion (1,000,000 restricted shares for prepaid notes interests have not been transferred – see Note 4), resulting in a noncontrolling interest of Imagion’s issued and outstanding common stock. Initially, the Company held approximately 31% of Imagion’s total issued and outstanding common stock and later was decreased to approximately 7%. Based upon Imagion’s trading price on June 30, 2020, approximately $0.019 per share, the fair value of the Imagion shares was approximately $1,070,000. During the three and six months ended June 30, 2020, the Company recorded a gain on its investment of $662,000 and $109,000, receptively.

On March 25, 2020, Imagion announced that shareholders will be offered two new shares for every five shares held at March 30, 2020. With new share, shareholders will receive a free attaching new option. New option will have an exercise price of 3 cents (Australian currency) and term of three years. The offer closed on April 20, 2020. The Company had the right to buy 22,606,603 new shares of Imagion and the market value at March 31, 2020 is $13,813. The Company elected not to purchase additional shares of Imagion and the option expired in April 2020.

During the six months ended June 30, 2020, the Company sold 4,000,000 shares of Imagion and received cash proceeds of $84,000.

Below is reconciliation for the changes to the investment in Imagion for the six months ended June 30, 2020:

Balance as of December 31, 2019	$	1,045,000
Change due to the sale of securities		(84,000	)
Change in the fair value of securities		109,000
Balance as of June 30, 2020	$	1,070,000

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NOTES PAYABLE

6 Months Ended

Jun. 30, 2020

NOTES PAYABLE

NOTE 4 - NOTES PAYABLE

On October 17, 2019, The Company executed a secured note with a related party for $100,000. The secured note is due on October 17, 2022. The Company agreed that the note bears interest at 10% per annum, to be paid in advance in shares of Imagion Biosystems Limited common stock (IBX), calculated at $0.015 per share with 2 million shares of IBX common stock. The amortization of debt discount for the six months ended June 30, 2020 was $8,600.

On October 17, 2019, The Company executed a secured note with an individual for $50,000. The secured note is due on October 17, 2022. The Company agreed that the note bears interest at 10% per annum, to be paid in advance in shares of Imagion Biosystems Limited common stock (IBX), calculated at $0.015 per share with 1 million shares of IBX common stock. The amortization of debt discount for the six months ended June 30, 2020 was $4,300.

Notes payable	$	150,000
Less: Discounts on notes payable		(59,000	)
Notes payable, net of discounts	$	91,000

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OPTIONS AND WARRANTS

6 Months Ended

Jun. 30, 2020

OPTIONS AND WARRANTS

NOTE 5 - OPTIONS AND WARRANTS

A summary of the Company’s stock option activity and related information is as follows:

	Number of Options		Exercise Price Per Share		Weighted Average Exercise Price		Number of Options Exercisable
Outstanding as of December 31, 2019		22,075,000	$	0.07	$	0.07		22,075,000
Granted		-		-		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Outstanding as of June 30, 2020		22,075,000	$	0.07	$	0.07		22,075,000

Exercise prices and weighted-average contractual lives of 22,075,000 stock options outstanding as of June 30, 2020 are as follows:

				Options Outstanding and Exercisable
Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life		Number Exercisable
$	0.05		3,000,000		5.00		3,000,000
$	0.06		6,000,000		4.37		6,000,000
$	0.07		9,000,000		0.89		9,000,000
$	0.08		575,000		0.44		575,000
$	0.14		3,000,000		4.00		3,000,000
$	0.02		500,000		4.00		500,000

The fair value for options granted were determined using the Black-Scholes option-pricing model.

Warrants:

The Company issued the following warrants at the corresponding weighted average exercise price as of June 30, 2020.

	Number of Warrants			Exercise Price Per Share		Weighted Average Exercise Price		Number of Warrants Exercisable
Outstanding as of December 31, 2019		9,700,000		$	0.07	$	0.07		9,700,000
Granted		-			-		-		-
Exercised		-			-		-		-
Expired		(2,800,000	)		0.12		0.12		(2,800,000	)
Outstanding as of June 30, 2020		6,900,000		$	0.05	$	0.05		6,900,000

Grant date	Number of Warrants		Exercise Price		Contractual Life Remaining	Number of Shares Exercisable
April 2012		6,000,000	$	0.05	0.3 years		6,000,000
August 2015		300,000	$	0.05	0.1 years		300,000
September 2015		300,000	$	0.05	0.2 years		300,000
October 2015		300,000	$	0.05	0.3 years		300,000
		6,900,000					6,900,000

The fair value for warrants granted were determined using the Black-Scholes option-pricing model.

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LICENSE AGREEMENT

6 Months Ended

Jun. 30, 2020

LICENSE AGREEMENT

NOTE 6 - LICENSE AGREEMENT

On May 1, 2019, the Company, entered into an agreement with a non-affiliated third party (“Third Party”), providing for an exclusive license by the Company of its ECAP technology to the Third Party for a term of 17 years unless terminated sooner, a sublicense by the Company to the Third Party of its rights under that certain Exclusive Field-of-Use Patent License Agreement dated January 5, 2009 entered with The Los Alamos National Laboratory for a term until the expiration of the last valid claim to expire of the patents pursuant to such agreement and the sale by the Company of ECAP-C machines to the Third party. As part of the above license agreements, the Company will receive royalty payments, including minimum payments, based on a percentage of the Third Party’s sales. Royalties will be 10% on gross sales of licensed dental products and average of 5% on all other sales of licensed products.

During the six months ended June 30, 2020, the Company received $50,000 as a royalty payment.

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COMMITMENTS AND CONTIGENCIES

6 Months Ended

Jun. 30, 2020

COMMITMENTS AND CONTIGENCIES

NOTE 7 - COMMITMENTS AND CONTIGENCIES

Legal matter contingencies

The Company believes, based on current knowledge and after consultation with counsel, that it is not currently party to any material pending proceedings, individually or in the aggregate, the resolution of which would have a material effect on the Company. Provisions for losses are established in accordance with ASC 450, “Contingencies” when warranted. Once established, such provisions are adjusted when there is more information available of when an event occurs requiring a change.

Lease

The Company leases a facility with terms of month to month for its headquarters and had a lease on a facility through April 2021. During the year ended December 31, 2019, the lease was assigned to a third party entity. The lease could be cancelled at any time with three months written notice before April 2021, the anniversary date of the lease. The Company adopted ASC 842 on January 1, 2019 and which had no impact on the financial statements as under the practical expedient the leases consist of terms less than one year, and therefore is not required to be capitalized.

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RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2020

RELATED PARTY TRANSACTIONS

NOTE 8 - RELATED PARTY TRANSACTIONS

As of June 30, 2020 and December 31, 2019, the Company had accrued expenses to related parties of approximately $707,000 and $583,750. During the six months ended June 30, 2020, the Company reclassified $1,276,000 from accrued expenses related party to accrued expenses after the Company reevaluated its related party transactions.

As of June 30, 2020, the amounts are due to the Company’s sole officer for compensation $187,000 and the chairman of the board for compensation of $476,000 and the members of the board of directors of $44,000.

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2020

SUBSEQUENT EVENTS

NOTE 9 - SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to June 30, 2020 to the date these financial statements were issued, and there were no other material subsequent events to disclose in these financial statements, except as noted.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS (Policies)

6 Months Ended

Jun. 30, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS

BASIS OF CONSOLIDATION

The consolidated financial statements include the accounts of Manhattan Scientific, Inc., its wholly owned subsidiary Metallicum. All significant intercompany balances and transactions have been eliminated.

USE OF ESTIMATES

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 that affect the amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. A significant estimate includes the carrying value of the Company’s patents, fair value of the Company’s common stock, assumptions used in calculating the value of stock options, depreciation and amortization.

CASH CONCENTRATION

The Company’s cash accounts are federally insured up to $250,000 for each financial institution we hold our accounts in. As of June 30, 2020 and December 31, 2019, we had cash balances of $191,000 and $0 exceeding the federally insured limits.

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized, and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes.

INTANGIBLE ASSETS

License Agreements

In 2009, the Company entered into a patent license agreement with Los Alamos National Security LLC for the exclusive use of certain technology relating to the manufacture and application of nanostructuring metals and alloys. At June 30, 2020 and December 31, 2019, the license agreements were fully amortized. Beginning in 2010, the Company was required to pay an annual license fee of $10,000 and may be required to pay royalties, as defined, to the licensors.

DUE FROM THE SALE OF ASSETS

Non-current assets are classified as held for sale if it is highly probably that they will be recovered primarily through sale rather than through continuing use.

Immediately before classification as held for sale, the assets are remeasured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on initial classification as held for sale and subsequent gains and losses on re-measurement are recognized in profit or loss. Gains are not recognized in excess of any cumulative impairment loss.

During the year ended December 31, 2019, the Company sold the assets held for sale that were presented on the balance sheet as of December 31, 2018. During the year ended December 31, 2018, the Company recorded impairment and adjusted the asset valuation to $1.2 million. The Company then sold the assets for a total of $1.2 million of which $300,000 was received during the year ended December 31, 2019 and $300,000 was received in May 2020. The remaining $600,000 will be collected during the next two years in equal increments on the anniversary date of the agreement, May 1. As of June 30, 2020, the Company evaluated the collectability and determined that no allowance is needed at this time due to the payment history with this third party and the subsequent receipt of funds.

REVENUE RECOGNITION

The Company recognizes revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which consists of five steps to evaluating contracts with customers for revenue recognition: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation.

The Company generated 100% of the revenue from one customer for the six months period ended June 30, 2020.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company recognized the fair value of financial instruments in accordance with FASB ASC 820, Fair Value Measurements and Disclosures, “Fair Value Measurements”, which provides a framework for measuring fair value under GAAP. Fair value is defined 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. The standard also expands disclosures about instruments measured at fair value and 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. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 — Quoted prices for identical assets and liabilities in active markets;

Level 2 — Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The Company designates cash equivalents (consisting of money market funds) and investments in securities of publicly traded companies as Level 1. The total amount of the Company’s investment classified as Level 3 is de minimis.

Our financial assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2020 and December 31, 2019, consisted of the following:

	Total fair value at June 30, 2020		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Investment in equity securities	$	1,070,000	$	1,070,000	$	-	$	-
	Total fair value at December 31, 2019		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Investment in equity securities	$	1,045,000	$	1,045,000	$	-	$	-

Fair value of financial instruments: The carrying amounts of financial instruments, including cash and cash equivalents, short-term investments, accounts payable, accrued expenses and notes payables approximated fair value as of June 30, 2020 and December 31, 2019 because of the relative short term nature of these instruments.

Investments in equity securities

During the year ended December 31, 2017, the Company elected fair value option for its investment in Imagion Biosystems, Inc. a Nevada company (“Imagion”) based on triggering event of dilution of ownership, which lead to the deconsolidation of Imagion. Investments in Imagion are measured at fair value as opposed to equity method based on ASC 825-10. The guidance allows entities to elect to measure certain financial assets and financial liabilities (as well as certain nonfinancial instruments that are similar to financial instruments) at fair value. Investments over which an investor has the ability to exercise significant influence are eligible for the fair value option as they represent recognized financial assets. When the fair value option is elected for an instrument, all subsequent changes in fair value for that instrument are reported in earnings.

As of June 30, 2020, the Company holds approximately 7% of the total issued and outstanding shares of Imagion and is reported under fair value method under ASC 320. Management determined that it was appropriate to carry its investment in Imagion at fair value because the investment is traded on the Australian stock exchange and has daily trading activity and is a better indicator of value. The investments are re-measured at the end of each quarter based on the trading price and converted from AUD to USD. Any change in the value is reported on the income statement as an unrealized gain or loss in other income (expense).

ACCOUNTING FOR LEASES

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) and subsequent amendments to the initial guidance: ASU 2017-13, ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01 (collectively, Topic 842). Topic 842 requires companies to generally recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use assets. The Company early adopted Topic ASC 842 using the effective date of January 1, 2019 as the date of our initial application of the standard. The Company used the new transition election to not restate comparative periods and elected the package of practical expedients upon adoption, which permits the Company to not reassess under the new standard the Company’s prior conclusions about lease identification, lease classification and initial direct costs. Consequently, financial information for the comparative periods will not be updated. Upon adoption, there was no material impact to the financial statements.

INCOME TAXES

The Company accounts for income taxes under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Company’s consolidated balance sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance. Changes in the Company’s valuation allowance in a period are recorded through the income tax provision on the consolidated statements of operations.

ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return.

Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of ASC 740-10, the Company recognized no material adjustment in the liability for unrecognized income tax benefits.

BASIC AND DILUTED LOSS PER SHARE

In accordance with FASB ASC 260, “Earnings Per Share,” the basic loss per share is computed by dividing the loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Basic net loss per share excludes the dilutive effect of stock options or warrants and convertible notes. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options and warrants. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. As of June 30, 2020 and 2019, 31,397,917and 40,105,000, respectively, dilutive shares were excluded from the calculation of diluted loss per common share as the effect of these shares on earnings per share would have been anti-dilutive; however, dilutive shares were included from the calculation of diluted income common shares for the three months ended June 30, 2020.

The following table shows the computation of basic and diluted earnings (loss) per share for the three- and six-months periods ended June 30, 2020 and 2019:

	Three Months Ended					Six Months Ended
	June 30, 2020		June 30, 2019			June 30, 2020			June 30, 2019
Numerator:
Net income	$	528,000	$	(908,000	)	$	(204,000	)	$	(1,344,000	)
Denominator:
Weighted-average basic shares outstanding		557,781,064		547,759,086			557,781,064			540,808,688
Effect of dilutive securities		1,422,937		-			-			-
Weighted-average diluted shares		579,204,001		547,759,086			557,781,064			540,808,688
Basic earnings (loss) per share	$	0.00	$	(0.00	)	$	(0.00	)	$	(0.00	)
Diluted earnings (loss) per share	$	0.00	$	(0.00	)	$	(0.00	)	$	(0.00	)

STOCK-BASED COMPENSATION

In June 2018, FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718),Improvements to Nonemployee Share Based Payment Accounting. The amendments in this Update expand the scope of stock compensation to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance in this Update does not apply to transactions involving equity instruments granted to a lender or investor that provides financing to the issuer. The guidance is effective for fiscal years beginning after December 31, 2018 including interim periods within the fiscal year. The Company adopted with an effective date of January 1, 2019. Upon adoption, there was no material impact to the financial statements.

RECENT ACCOUNTING PRONOUNCEMENTS

In August 2018, the FASB issued ASU 2018-13, Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, which removes, modifies, and adds certain disclosure requirements related to fair value measurements in ASC Topic 820. This guidance is effective for public companies in fiscal years beginning after December 15, 2019, with early adoption permitted. Effective January 1, 2020, we adopted ASU 2018-13. The implementation of this standard did not have any material impact on our consolidated financial statements.

The Company does not expect the adoption of recently issued accounting pronouncements to have a potential impact on the Company’s results of operations, financial position or cash flow.

The Company has evaluated all recent accounting pronouncements and none are expected to have a material impact on the condensed consolidated financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS (Tables)

6 Months Ended

Jun. 30, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS

Schedule of fair value measurement of assets and liabilities

	Total fair value at June 30, 2020		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Investment in equity securities	$	1,070,000	$	1,070,000	$	-	$	-
	Total fair value at December 31, 2019		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Investment in equity securities	$	1,045,000	$	1,045,000	$	-	$	-

Schedule of basic and diluted earnings (loss) per share

	Three Months Ended					Six Months Ended
	June 30, 2020		June 30, 2019			June 30, 2020			June 30, 2019
Numerator:
Net income	$	528,000	$	(908,000	)	$	(204,000	)	$	(1,344,000	)
Denominator:
Weighted-average basic shares outstanding		557,781,064		547,759,086			557,781,064			540,808,688
Effect of dilutive securities		1,422,937		-			-			-
Weighted-average diluted shares		579,204,001		547,759,086			557,781,064			540,808,688
Basic earnings (loss) per share	$	0.00	$	(0.00	)	$	(0.00	)	$	(0.00	)
Diluted earnings (loss) per share	$	0.00	$	(0.00	)	$	(0.00	)	$	(0.00	)

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INVESTMENT IN EQUITY SECURITIES (IMAGION BIOSYSTEMS) (Tables)

6 Months Ended

Jun. 30, 2020

INVESTMENT IN EQUITY SECURITIES (IMAGION BIOSYSTEMS) (Tables)

Schedule of changes to the investment in Imagion

Balance as of December 31, 2019	$	1,045,000
Change due to the sale of securities		(84,000	)
Change in the fair value of securities		109,000
Balance as of June 30, 2020	$	1,070,000

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NOTES PAYABLE (Tables)

6 Months Ended

Jun. 30, 2020

NOTES PAYABLE

Schedule of debt discount

Notes payable	$	150,000
Less: Discounts on notes payable		(59,000	)
Notes payable, net of discounts	$	91,000

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OPTIONS AND WARRANTS (Tables)

6 Months Ended

Jun. 30, 2020

OPTIONS AND WARRANTS (Tables)

Summary of Company's stock option activity

	Number of Options		Exercise Price Per Share		Weighted Average Exercise Price		Number of Options Exercisable
Outstanding as of December 31, 2019		22,075,000	$	0.07	$	0.07		22,075,000
Granted		-		-		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Outstanding as of June 30, 2020		22,075,000	$	0.07	$	0.07		22,075,000

Exercise prices and weighted-average contractual lives of stock options outstanding

				Options Outstanding and Exercisable
Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life		Number Exercisable
$	0.05		3,000,000		5.00		3,000,000
$	0.06		6,000,000		4.37		6,000,000
$	0.07		9,000,000		0.89		9,000,000
$	0.08		575,000		0.44		575,000
$	0.14		3,000,000		4.00		3,000,000
$	0.02		500,000		4.00		500,000

Warrants issued at corresponding weighted average exercise price

	Number of Warrants			Exercise Price Per Share		Weighted Average Exercise Price		Number of Warrants Exercisable
Outstanding as of December 31, 2019		9,700,000		$	0.07	$	0.07		9,700,000
Granted		-			-		-		-
Exercised		-			-		-		-
Expired		(2,800,000	)		0.12		0.12		(2,800,000	)
Outstanding as of June 30, 2020		6,900,000		$	0.05	$	0.05		6,900,000

Grant date	Number of Warrants		Exercise Price		Contractual Life Remaining	Number of Shares Exercisable
April 2012		6,000,000	$	0.05	0.3 years		6,000,000
August 2015		300,000	$	0.05	0.1 years		300,000
September 2015		300,000	$	0.05	0.2 years		300,000
October 2015		300,000	$	0.05	0.3 years		300,000
		6,900,000					6,900,000

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BASIS OF PRESENTATION (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
BASIS OF PRESENTATION (Details Narrative)
Accumulated loss	$ (69,399,000)		$ (69,399,000)		$ (69,195,000)
Working capital deficit	(1,439,000)		(1,439,000)
Net loss	$ 528,000	$ (908,000)	$ (204,000)	$ (1,344,000)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Total fair value [Member]
Investment in equity securities	$ 1,070,000	$ 1,045,000
Quoted prices in active markets for identical assets [Member] | (Level 1) [Member]
Investment in equity securities	1,070,000	1,045,000
Significant other observable inputs [Member] | (Level 2) [Member]
Investment in equity securities	0	0
Significant unobservable inputs [Member] | (Level 3) [Member]
Investment in equity securities	$ 0	$ 0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS (Details 1) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Numerator:
Net loss	$ 528,000	$ (908,000)	$ (204,000)	$ (1,344,000)
Denominator:
Weighted-average basic shares outstanding	557,781,064	547,759,086	557,781,064	540,808,688
Effect of dilutive securities	1,422,937
Weighted-average diluted shares	579,204,001	547,759,086	557,781,064	540,808,688
Basic earnings (loss) per share	$ 0.00	$ (0.00)	$ (0.00)	$ (0.00)
Diluted earnings (loss) per share	$ 0.00	$ (0.00)	$ (0.00)	$ (0.00)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	May 31, 2020	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2009
Proceeds from sale of assets held for sale	$ 300,000			$ 300,000	$ 300,000	$ 300,000
Cash FDIC insured amount		$ 250,000		250,000
Cash exceeding fedral insured limit		$ 191,000		$ 191,000		$ 0
Sale of asset							$ 1,200,000
Proceeds from sale of asset description				The remaining $600,000 will be collected during the next two years in equal increments on the anniversary date of the agreement, May 1.
Impairment and adjustment of assets valuation							$ 1,200,000
Income Tax Examination, Likelihood of Unfavorable Settlement				An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained
Weighted average number diluted shares		579,204,001	547,759,086	557,781,064	540,808,688
Common Share [Member]
Weighted average number diluted shares				31,397,917		40,105,000
Imagion Biosystems, Inc., [Member]
Issued and outstanding shares noncontrolling interest		7.00%		7.00%		31.00%
Los Alamos National Security LLC [Member] | Patent license agreement [Member]
Annual license fee								$ 10,000

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INVESTMENT IN EQUITY SECURITIES (IMAGION BIOSYSTEMS) (Details)	6 Months Ended
	Jun. 30, 2020 USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS (Details)
Balance as of December 31, 2019	$ 1,045,000
Change due to the sale of securities in investment	(84,000)
Change in the fair value of securities	109,000
Balance as of June 30, 2020	$ 1,070,000

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INVESTMENT IN EQUITY SECURITIES (IMAGION BIOSYSTEMS) (Details Narrative) - Imagion Biosystems, Inc., [Member] - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Mar. 25, 2020	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2020	Dec. 31, 2019
Trading price per share		$ 0.019		$ 0.019
Common stock owned shares		56,516,508		56,516,508
Issued and outstanding shares noncontrolling interest		7.00%		7.00%	31.00%
Fair value of investment		$ 1,070,000		$ 1,070,000
Restricted shares related to prepaid notes interests		1,000,000		1,000,000
(Loss) on fair value adjustment of investments		$ 662,000		$ 109,000
Descrpiton of equity method investment	Shareholders will be offered two new shares for every five shares held at March 30, 2020. With new share, shareholders will receive a free attaching new option. New option will have an exercise price of 3 cents (Australian currency) and term of three years
Right to buy shares under equity method investment, shares			22,606,603
Right to buy shares under equity method investment, amount			$ 13,813
Proceeds from sale of common stock				$ 84,000
Sale of common stock				4,000,000

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NOTES PAYABLE (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
NOTES PAYABLE
Notes payable	$ 150,000
Less: Discounts on notes payable	(59,000)
Notes payable, net of discounts	$ 91,000	$ 78,000

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NOTES PAYABLE (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended
	Oct. 17, 2019	Jun. 30, 2020	Jun. 30, 2019
Amortization of debt discount		$ 13,000	$ 0
Related Party [Member]
Secured note	$ 100,000
Interest rate	10.00%
Debt due date	Oct. 17, 2022
Shares issued in advance for debt	2,000,000
Price per share	$ 0.015
Amortization of debt discount		8,600
Individual [Member]
Secured note	$ 50,000
Interest rate	10.00%
Debt due date	Oct. 17, 2022
Shares issued in advance for debt	1,000,000
Amortization of debt discount		$ 4,300
Price per share	$ 0.015

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OPTIONS AND WARRANTS (Details)	6 Months Ended
	Jun. 30, 2020 $ / shares shares
OPTIONS AND WARRANTS
Number of Options, Outstanding Beginning Balance | shares	22,075,000
Number of Options, Granted | shares
Number of Options, Exercised | shares
Number of Options, Expired | shares
Number of Options, Outstanding Ending Balance | shares	22,075,000
Exercise Price Per Share
Exercise Price Per Share, Beginning Balance | $ / shares	$ 0.07
Exercise Price Per Share, Granted | $ / shares	0.00
Exercise Price Per Share, Exercised | $ / shares	0.00
Exercise Price Per Share, Expired | $ / shares	0.00
Exercise Price Per Share, Ending Balance | $ / shares	0.07
Weighted Average Exercise Price
Weighted Average Exercise Price, Beginning Balance | $ / shares	0.07
Weighted Average Exercise Price, Granted | $ / shares	0.00
Weighted Average Exercise Price, Exercised | $ / shares	0.00
Weighted Average Exercise Price, Expired | $ / shares	0.00
Weighted Average Exercise Price, Ending Balance | $ / shares	$ 0.07
Number of Options Exercisable
Number of Options Exercisable,Outstanding Beginning Balance | shares	22,075,000
Number of Options Exercisable, Granted | shares
Number of Options Exercisable, Exercised | shares
Number of Options Exercisable, Expired | shares
Number of Options Exercisable,Outstanding Ending Balance | shares	22,075,000

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OPTIONS AND WARRANTS (Details 1)	6 Months Ended
	Jun. 30, 2020 $ / shares shares
Number of Options Exercisable, Outstanding	6,900,000
Exercise Price 0.05 [Member]
Number of Options, Outstanding	3,000,000
Weighted Average Remaining Contractual Life	5 years
Weighted Average Exercise Price | $ / shares	$ 0.05
Number of Options Exercisable, Outstanding	3,000,000
Exercise Price 0.06 [Member]
Number of Options, Outstanding	6,000,000
Weighted Average Remaining Contractual Life	4 years 4 months 13 days
Weighted Average Exercise Price | $ / shares	$ 0.06
Number of Options Exercisable, Outstanding	6,000,000
Exercise Price 0.07 [Member]
Number of Options, Outstanding	9,000,000
Weighted Average Remaining Contractual Life	10 months 21 days
Weighted Average Exercise Price | $ / shares	$ 0.07
Number of Options Exercisable, Outstanding	9,000,000
Exercise Price 0.08 [Member]
Number of Options, Outstanding	575,000
Weighted Average Remaining Contractual Life	5 months 9 days
Weighted Average Exercise Price | $ / shares	$ 0.08
Number of Options Exercisable, Outstanding	575,000
Exercise Price 0.14 [Member]
Number of Options, Outstanding	3,000,000
Weighted Average Remaining Contractual Life	4 years
Weighted Average Exercise Price | $ / shares	$ 0.14
Number of Options Exercisable, Outstanding	3,000,000
Exercise Price 0.02 [Member]
Number of Options, Outstanding	500,000
Weighted Average Remaining Contractual Life	4 years
Weighted Average Exercise Price | $ / shares	$ 0.02
Number of Options Exercisable, Outstanding	500,000

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OPTIONS AND WARRANTS (Details 2)	6 Months Ended
	Jun. 30, 2020 $ / shares shares
Number of Options, Granted | shares
Number of Options, Exercised | shares
Exercise Price Per Share, Granted	$ 0.00
Exercise Price Per Share, Exercised	0.00
Weighted Average Exercise Price, Granted	0.00
Weighted Average Exercise Price, Exercised	0.00
Weighted Average Exercise Price, Ending Balance	$ 0.07
Number of Options Exercisable, Granted | shares
Number of Options Exercisable, Exercised | shares
Warrants [Member]
Number of Options, Outstanding Beginning Balance | shares	9,700,000
Number of Options, Granted | shares
Number of Options, Exercised | shares
Number of Options, Expired | shares	(2,800,000)
Number of Options, Outstanding Ending Balance | shares	6,900,000
Exercise Price Per Share, Beginning Balance	$ 0.07
Exercise Price Per Share, Granted	0.00
Exercise Price Per Share, Exercised	0.00
Exercise Price Per Share, Expired	0.12
Exercise Price Per Share, Ending Balance	0.05
Weighted Average Exercise Price, Beginning Balance	0.07
Weighted Average Exercise Price, Granted	0.00
Weighted Average Exercise Price, Exercised	0.00
Weighted Average Exercise Price, Expired	0.12
Weighted Average Exercise Price, Ending Balance	$ 0.05
Number of Options Exercisable,Outstanding Beginning Balance | shares	9,700,000
Number of Options Exercisable, Granted | shares
Number of Options Exercisable, Exercised | shares
Number of Options Exercisable, Expired | shares	(2,800,000)
Number of Options Exercisable,Outstanding Ending Balance | shares	6,900,000

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OPTIONS AND WARRANTS (Details 3)	6 Months Ended
	Jun. 30, 2020 $ / shares shares
Number of Warrants, Outstanding Beginning Balance	6,900,000
Number of Shares Exercisable	6,900,000
April 2012 [Member]
Number of Warrants, Outstanding Beginning Balance	6,000,000
Number of Shares Exercisable	6,000,000
Weighted average Exercise Price, Beginning Balance | $ / shares	$ 0.05
Contractual Life Remaining	3 months 18 days
August 2015 [Member]
Number of Warrants, Outstanding Beginning Balance	300,000
Number of Shares Exercisable	300,000
Weighted average Exercise Price, Beginning Balance | $ / shares	$ 0.05
Contractual Life Remaining	1 month 6 days
September 2015 [Member]
Number of Warrants, Outstanding Beginning Balance	300,000
Number of Shares Exercisable	300,000
Weighted average Exercise Price, Beginning Balance | $ / shares	$ 0.05
Contractual Life Remaining	2 months 12 days
October 2015 [Member]
Number of Warrants, Outstanding Beginning Balance	300,000
Number of Shares Exercisable	300,000
Weighted average Exercise Price, Beginning Balance | $ / shares	$ 0.05
Contractual Life Remaining	3 months 18 days

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LICENSE AGREEMENT (Details Narrative)	6 Months Ended
	Jun. 30, 2020 USD ($)
INVESTMENT IN EQUITY SECURITIES (IMAGION BIOSYSTEMS) (Details Narrative)
Minimum Royalty Payment	$ 50,000
Royalty percentage on dental products	10.00%
License agreement term, description	For a term of 17 years unless terminated sooner
Royalty percentage on other licensed products	5.00%

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COMMITMENTS AND CONTINGENCIES (Details Narrative)	6 Months Ended
	Jun. 30, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS
Lease term, description	The lease could be cancelled at any time with three months written notice before April 2021, the anniversary date of the lease

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2020	Dec. 31, 2019
Accrued expenses - related parties	$ 707,000	$ 583,750
Accrued expenses	1,276,000
Sole Officer [Member]
Due to related parties	187,000
Chairman [Member]
Due to related parties	476,000
Board of Director [Member]
Due to related parties	$ 44,000