Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Goldstein Boris

2. Date of Event Requiring Statement (MM/DD/YYYY) 10/15/2020

3. Issuer Name and Ticker or Trading Symbol

BRAIN SCIENTIFIC INC. [BRSF]

(Last) (First) (Middle)

C/O BRAIN SCIENTIFIC INC., 125 WILBUR PLACE, SUITE 170

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director ___X___ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
Chairman of the Board & EVP /

(Street)

BOHEMIA, NY 11716

(City) (State) (Zip)

5. If Amendment, Date Original Filed(MM/DD/YYYY)

6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share	328125	D
Common Stock, par value $0.001 per share	337450 ⁽¹⁾	I	By wife
Common Stock, par value $0.001 per share	6749000 ⁽²⁾	I	By High Technology Capital Fund LP

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Options (right to buy)	⁽³⁾	1/14/2029	Common Stock, par value $0.001 per share	800000	$0.75	D
Employee Stock Options (right to buy)	⁽⁴⁾	1/30/2030	Common Stock, par value $0.001 per share	800000	$0.75	D

Explanation of Responses:
(1)	The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(2)	The reporting person is the manager of High Technology Capital Management LLC (the "LLC"), the general partner of High Technology Capital Fund LP (the "LP"). As the manager of the LLC, the reporting person has voting and dispositive control over the shares owned by the LP. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(3)	The options vest over a 24-month period as follows: 25% (or 200,000) shall vest six months after the grant date of January 14, 2019, with the remaining options vesting on a monthly basis at a rate of 1/24th per month.
(4)	The options vest over a 24-month period after the grant date of January 30, 2020, on a monthly basis at a rate of 1/24th per month.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Goldstein Boris C/O BRAIN SCIENTIFIC INC. 125 WILBUR PLACE, SUITE 170 BOHEMIA, NY 11716	X	X	Chairman of the Board & EVP