UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 10-Q

 

(Mark One)

 

[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
 
For the quarterly period ended March 31, 20192020

 

or

 

[  ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
 
For the transition period from ___________ to _____________
  
 
Commission file number 000-55470

 

VapAria CorporationCQENS Technologies Inc.

(Exact Namename of Registrantregistrant as Specifiedspecified in its Chartercharter)

 

Delaware 27-1521407

(State or other Jurisdictionjurisdiction of

Incorporationincorporation or Organization)organization)

 

(I.R.S. Employer

Identification No.)

 

5550 Nicollet Avenue, Minneapolis, MN 55419
(Address of Principal Executive Offices)principal executive offices) (Zip Code)

 

(612) 812-2037

(Registrant’s Telephone Number, Including Area Code)telephone number, including area code)

 

not applicable

(Former Name, Former Addressname, former address and Former Fiscal Year,former fiscal year, if Changed Since Last Report)changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Nonenot applicablenot applicable

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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.

[X] Yes [X] No [  ] No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.4.05 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

[X] Yes [X] No [  ] No

 

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

 

Large accelerated filer[  ]Accelerated filer[  ]
Non-accelerated filer[X] [X]Smaller reporting company[X] [X]
Emerging growth company[X] [X] 

 

If an emerging growth company, indicate by checkmarkcheck mark if the registrant has elected not elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)13(a) of the Securities Act:Exchange Act. [  ]

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered

Indicate the number of shares outstanding of each of the registrant’sissuer’s classes of common stock, as of the latest practicable date. 75,310,00025,123,458 shares of common stock are issued and outstanding as of May 13, 2019.4, 2020.

 

 

 

 
 

 

TABLE OF CONTENTS

 

  Page No.
PART 1 – FINANCIAL INFORMATION
   
Item 1.Financial Statements (Unaudited).4
Item 2.Management Discussion and Analysis of Financial Condition and Results of Operations.1011
Item 3.Quantitative and Qualitative Disclosures About Market Risk.1315
Item 4.Controls and Procedures.1315
   

PART II – OTHER INFORMATION

   
Item 1.Legal Proceedings.1416
Item 1A.Risk Factors.1416
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.1416
Item 3.Defaults upon Senior Securities.1416
Item 4.Mine Safety Disclosures.1416
Item 5.Other Information.1416
Item 6.Exhibits.Exhibits.1416

 

2

 

 

CAUTIONARY STATEMENTSTATEMENTS REGARDING FORWARD-LOOKING INFORMATION

 

This report includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs. Forward-looking statements include, but are not limited to, statements about:

 

 our history of losses, lack of products or revenues and the substantial risks inherent in the establishment of a new business venture;
our very limited operating history and our unproven business plan;
our history of losses;insufficient working capital;
   
 our ability to continue as a going concern;
the impact of COVID-19 on our company;
   
 our ability to raise capital to fund our business plan, pay our operating expense and satisfy our obligations;
   
 our limited operating history and lack of developed, proven or launched products;
conflicts of interest facing certain of our officers and directors;
   
 future reliance on third party manufacturers;parties to formulate and manufacturer our products;
   
 our future ability to comply with government regulations;
   
 our lack of experience in selling, marketing or distributing products;
   
 our future ability to establish and maintain strategic partnerships;
   
 our possible future dependence on licensing or collaboration agreements;
   
 the inability of Xten Capital Group Inc., formerly Chong Corporation, to protect the intellectual property which is licensed to us, and risks of possible third-party infringement of intellectual property rights;
   
 anti-takeover provisionsthe lack of Delaware law;
the dilution impact of the issuance of shares ofa public market for our common stock upon a conversion of shares of our Series A 10% convertible preferred stock and as payment for dividends;stock; and
   
 the impactanti-takeover provisions of penny stock rules on the future trading in our common stock.Delaware law.

 

You should read thoroughly this report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements, Part 1. Item 1A. Risk Factors appearing in our Annual Report on Form 10-K for the year ended December 31, 20182019 as filed on March 29, 2019April 10, 2020 (the “2018“2019 10-K”) and our other filings with the Securities and Exchange Commission. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

 

OTHER PERTINENT INFORMATION

 

Unless specifically set forth to the contrary, when used in this report the terms “VapAria,“CQENS,” “we,” “our,” “us,” and similar terms refers to VapAria Corporation,CQENS Technologies Inc., a Delaware corporation formerly known as VapAria Corporation and, our wholly-owned subsidiarywhere applicable, VapAria Solutions Inc., a Minnesota corporation (“VapAria Solutions”)., a wholly owned subsidiary of CQENS. In 2019 we dissolved VapAria Solutions which had no separate operations, assets or liabilities. In addition, “first quarter 2020” refers to the three months ended March 31, 2020, “first quarter 2019” refers to the three months ended March 31, 2019, “first quarter 2018”“2019” refers to the three monthsyear ended MarchDecember 31, 2018, “2019”2019, and “2020” refers to the year ending December 31, 2019 and “2018” refers to the year ended December 31, 2018.

Unless specifically set forth to the contrary, the2020. The information which appears on our web site atwww.vaparia.comwww.cqens.com is not part of this report.

 

All share and per share information appearing in this report gives pro forma effect to the one for seven (1:7) reverse stock split of our outstanding common stock on December 26, 2019.

3

 

 

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements.

Item 1.Financial Statements.

 

VapAria CorporationCQENS Technologies Inc.

Consolidated Balance Sheets

 

 March 31, 2019 December 31, 2018  March 31, 2020 December 31, 2019 
 (Unaudited)    (Unaudited)   
ASSETS                
Current Assets                
Cash and cash equivalents $457  $1,477  $1,007,326  $1,298 
Prepaid expenses  3,303   2,065   3,385   1,553 
Total Current Assets  3,760   3,542   1,010,711   2,851 
        
Intellectual property, net  217,700   222,071   285,907   290,346 
                
TOTAL ASSETS $221,460  $225,613  $1,296,618  $293,197 
                
LIABILITIES & STOCKHOLDERS’ DEFICIT        
        
LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)        
LIABILITIES                
Current Liabilities                
Accounts payable $8,775  $6,304  $119,892  $10,722 
Compensation payable  

25,000

   

-

 
Accrued expenses  6,410   350   7,931   6,865 
Interest payable  42,205   40,232   -   48,232 
Note payable  50,000   50,000   -   50,000 
Convertible note  40,000   40,000   -   40,000 
Loan from related party  641,544   627,044   705,544   703,044 
Total Current Liabilities  788,934   763,930   858,367   858,863 
                
TOTAL LIABILITIES  788,934   763,930   858,367   858,863 
                
STOCKHOLDERS’ DEFICIT        
        
Preferred Stock: $0.0001 par value; 10,000,000 shares authorized; 500,000 shares issued and outstanding at March 31, 2019 and December 31, 2018  50   50 
Common Stock: $0.0001 par value; 200,000,000 shares authorized; 75,310,000 shares issued and outstanding at March 31, 2019 and December 31, 2018  7,531   7,531 
STOCKHOLDERS’ EQUITY (DEFICIT)        
Common Stock: $0.0001 par value; 200,000,000 shares authorized: 25,101,035 shares issued and outstanding at March 31, 2020 and 24,837,203 issued and outstanding at December 31, 2019  2,510   2,484 
Additional paid-in capital  1,616,273   1,616,273   3,010,791   1,733,900 
Accumulated deficit  (2,191,328)  (2,162,171)  (2,575,050)  (2,302,050)
                
TOTAL STOCKHOLDERS’ DEFICIT  (567,474)  (538,317)
        
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT $221,460  $225,613 
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)  438,251   (565,666)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) $1,296,618  $293,197 

 

See accompanying notes to unaudited consolidated financial statements

 

4

 

 

VapAria CorporationCQENS Technologies Inc.

Consolidated Statements of Operations

(Unaudited)

 

 Three months ended March 31,  Three months ended March 31, 
 2019 2018  2020 2019 
Operating Expenses                
General and administrative $7,077  $6,843  $109,547  $7,077 
Research and development  -   5,027   130,456   - 
Professional fees  19,657   17,629   29,139   19,657 
Total Operating Expenses  26,734   29,499   269,142   26,734 
Other (Expense)  (2,423)  (2,373)
Net (Loss) $(29,157) $(31,872)
Total Operating Loss  (269,142)  (26,734)
Other Expense  (3,858)  (2,423)
Net Loss $(273,000) $(29,157)
                
Basic and diluted loss per common share $(0.00) $(0.00) $(0.01) $(0.00)
        
Basic and diluted weighted average shares outstanding  75,310,000   75,260,000   25,013,601   10,758,631 

 

See accompanying notes to unaudited consolidated financial statements

 


5

 

 

VapAria CorporationCQENS Technologies Inc

Consolidated Statement Statementsof Changes in Stockholders’ DeficitEquity (Deficit)

For the three months ended March 31, 20192020 and 20182019

(Unaudited)

 

  Series A                
  Preferred Stock  Common Stock  Additional       
  Number of shares  $0.0001 Par Value  Number of Shares  $0.0001 Par Value  Paid in Capital  Accumulated Deficit  Total 
Balance, December 31, 2017  500,000  $50   75,260,000   7,526   1,131,392   (1,569,087) $(430,119)
                             
Net Loss                      (31,872) $(31,872)
                             
Balance, March 31, 2018  500,000  $50   75,260,000  $7,526  $1,131,392  $(1,600,959) $(461,991)

  Series A                
  Preferred Stock  Common Stock  Additional  Accumulated    
  Number of shares  $0.0001 Par Value  Number of Shares  $0.0001
Par Value
  Paid in Capital  Equity (Deficit)  Total 
Balance, December 31, 2019  0  $-   24,837,203    2,484   1,733,900   (2,302,050) $(565,666)
                             
Common stock issued for cash  -   -   248,448   25   1,199,975   -  $1,200,000 
                             
Common stock issued for note payable  -   -   15,384   1   76,916   -  $76,917 
                             
Net loss  -   -       -   -   (273,000) $(273,000)
                             
Balance, March 31, 2020  0  $-   25,101,035  $2,510  $3,010,791  $(2,575,050) $438,251 

 

  Series A            
  Preferred Stock  Common Stock  Additional       
  Number of shares  

$0.0001 Par Value

  Number of Shares  

$0.0001 Par Value

  

Paid in Capital

  Accumulated Deficit  Total 
Balance, December 31, 2018  500,000  $50   75,310,000   7,531   1,616,273   (2,162,171) $(538,317)
                             
Net Loss                      (29,157) $(29,157)
                             
Balance, March 31, 2019  500,000  $50   75,310,000  $7,531  $1,616,273  $(2,191,328) $(567,474)

  Series A                
  Preferred Stock  Common Stock  Additional       
  Number of shares  $0.0001 Par Value  Number of Shares  $0.0001 Par Value  Paid in Capital  Accumulated Deficit  Total 
Balance, December 31, 2018  500,000  $     50   10,758,631   1,076   1,622,728   (2,162,171) $(538,317)
                             
Net loss                      (29,157) $(29,157)
                             
Balance, March 31, 2019  500,000  $50   10,758,631  $1,076  $1,622,728  $(2,191,328) $(567,474)

 

See accompanying notes to unaudited consolidated financial statements

 

6

 

 

VapAria CorporationCQENS Technologies Inc.

Consolidated Statements of Cash Flows

(Unaudited)

 

 Three Months Ended March 31,  Three Months Ended March 31, 
 2019 2018  2020 2019 
          
Cash flows from operating activities                
Net loss $(29,157) $(31,872) $(273,000) $(29,157)
Adjustments to reconcile net loss to net cash used in operations:                
Amortization expense  4,371   4,371   5,454   4,371 
Changes in operating assets and liabilities:                
Prepaid expenses  (1,238)  (1,754)  (1,832)  (1,238)
Accounts payable  2,471   1,312   109,170   2,471 
Accrued expenses  6,060   4,850   1,625   6,060 
Compensation payable  25,000   - 
Interest payable  1,973   1,973   (21,874)  1,973 
Net cash used by operating activities  (15,520)  (21,120)
Net cash used in operating activities  (155,457)  (15,520)
        
Cash flows from investing activities        
Additions to intellectual property  (1,015)  - 
Net cash flows from investing activities  (1,015)  - 
                
Cash flows from financing activities                
Proceeds from issuance of common stock  1,200,000     
Borrowing on debt with related party  14,500   20,000   2,500   14,500 
Repayment of convertible note  (40,000)  - 
Net cash provided by financing activities  14,500   20,000   1,162,500   14,500 
                
Net change in cash and cash equivalents  (1,020)  (1,120)  1,006,028   (1,020)
Cash and cash equivalents, beginning of period  1,477   7,658   1,298   1,477 
Cash and cash equivalents, end of period $457  $6,538  $1,007,326  $457 
                
Supplementary Information                
Interest paid $-  $- $49,240  -
Income taxes paid $-  $-   

-

  - 
       
Supplementary disclosure of non-cash activities:       
Common stock issued from conversion of note payable $50,000  $- 
Common Stock issued from conversion of interest payable on note $26,917  $- 

 

See accompanying notes to unaudited consolidated financial statements

 

7

 

 

CQENS Technologies, Inc.

(Formerly VapAria CorporationCorporation)

Notes to Unaudited Consolidated Financial Statements

March 31, 20192020

 

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF BASIS OF PRESENTATION

 

Nature of Business

 

CQENS Technologies, Inc., formerly VapAria Corporation (“we”, “our”, “CQENS”, the “Company”) was incorporated under the laws of the State of Delaware on December 21, 2009 originally under the name OICco Acquisition IV, Inc.

 

The CompanyCQENS Technologies, Inc. is a specialty pharmaceuticaltechnology company engagedwith a proprietary method of heating plant-based consumable formulations that produce an aerosol that lead to the effective and efficient inhalation of the plant’s constituents. This is accomplished at a high temperature but without the accompanying constituents of combustion. Our system of heating is a high temperature, non-combustion system. Our Heat-not-Burn Tobacco Product (HTP) system is a patent-pending method of heating plant-based consumables for inhalation that is superior to other methods of ingestion, smoking, vaping, swallowing or via topical application.

In the first quarter of 2020 the effects of the COVID-19 pandemic began to be felt. While the duration and full impact of the pandemic is unknown at this time, we expect that the pandemic will adversely impact CQENS in several ways. Our business model is dependent upon our ability to enter into strategic partnerships in the research, designfuture, including alliances with consumer product companies, to enhance and accelerate the development and commercialization of methodsour proposed products. We will also be dependent upon third party manufacturers to produce our proposed products, as well as third party marketing and medicantsdistribution companies. We believe that our business opportunities are international in nature and include potential partnerships in the UK, the EU and Asia, including the People’s Republic of China. The worldwide pandemic caused by COVID-19 could cause these opportunities to address chronic conditions with novel, vapor-centric approachesbe delayed or significantly limited in their scope should the pandemic continue and /or be prolonged into 2021. We also need to pain management, appetite suppression, smoking cessationraise additional working capital to provide sufficient funding to bring our proposed products to market. The adverse impact of COVID-19 on the capital markets will make it more difficult for small, pre-revenue companies such as ours to access capital. We will continue to assess the impact of the COVID-19 pandemic on our company, however, at this time we are unable to predict all possible impacts on our company, our operations and various sleep disorders.our prospects.

 

The Company has limited operations and, while our executive officers devote a substantial amount of their time to the Company, withoutwith limited cash compensation, as of March 31, 2019,2020, had no employees.

 

The Company has a fiscal year end of December 31.

 

Basis of Presentation

 

Basis of Presentation - The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows as of March 31, 20192020 have been made.

 

Certain information and footnote disclosures included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and footnotes thereto in the Company’s December 31, 20182019 audited financial statements. The results of operations for the period ended March 31, 20192020 are not necessarily indicative of the operating results for the full year.

 

Reclassifications– Certain reclassifications may have been made to our prior year’s consolidated financial statements to conform to current year presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit.

 

Recent Accounting Pronouncements -In February 2016, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) to increase the transparency and comparability about leases among entities. Additional ASUs have been issued subsequent to ASU 2016-02 to provide supplementary clarification and implementation guidance for leases related to, among other things, the application of certain practical expedients, the rate implicit in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. ASU 2016-02 and these additional ASUs are now codified as Accounting Standards Codification Standard 842 - “Leases” (“ASC 842”). ASC 842 supersedes the lease accounting guidance in Accounting Standards Codification 840 “Leases” (“ASC 840”), and requires lessees to recognize a lease liability and a corresponding right-of-use (ROU) asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements.The Company adopted the new standard on January 1, 2019 using the modified-retrospective method.  

The new standard provides a number of optional practical expedients in transition. The Company has elected the “package of practical expedients”, which permits it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the land easements practical expedients as this is not applicable to the Company. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. This means, that the Company does not recognize ROU assets or lease liabilities for leases with terms of 12 months or less. The Company’s existing lease has a term of 12 months and has no renewal options and as such was exempted from ASC 842. Consequently, as of the date of implementation on January 1, 2019, the adoption of ASC 842 did not have any impact to the Company’s consolidated financial statements.

In June 2018, the FASB issued ASU 2018-07,“Improvements to Non-Employee Share-Based Payment Accounting”,which simplifies the accounting for share-based payments granted to non-employees for goods and services. Under the literature, most of the guidance on such payments to non-employees would be aligned with the requirements for share-based payments granted to employees currently under ASC 718, “Compensation – Stock Compensation”. Board members are the only non-employees that the company grants to, who are treated as “employees” under ASC 718. The guidance is effective for public companies for fiscal years, and interim fiscal periods within those fiscal years, beginning December 15, 2018. The Company’s adoption of ASU 2018-07 did not have an impact on the Company’s consolidated financial statements.

8

 

Recent Accounting Pronouncements– Management has evaluated recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our financial statements and related disclosures.

 

NOTE 2 – GOING CONCERN

 

The Company’s financial statements are prepared in accordance with GAAP applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has recurring losses, and although has limited cash in excess of one million dollars, with renewed research and development efforts and with no source of revenue sufficient to cover its operations costs andover the next 12 months these may not allow it to continue as a going concern. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company will be dependent upon the raising of additional capital. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

NOTE 3 – STOCKHOLDERS’ EQUITY

On January 29, 2020 we sold 248,448 shares of our common stock for $1,200,000 to a non-U.S. Person in a private transaction. We did not pay a commission or finder’s fee and are using the proceeds for working capital.

On March 6, 2020, the holder of the $50,000 note that was entered into on May 30, 2013 agreed to convert the principal and accrued unpaid interest totaling $76,917 into shares of CQENS common stock at $5.00 per share. A total of 15,384 shares were issued as satisfaction of this note.

 

NOTE 34 – RELATED PARTY TRANSACTIONS

 

In the first quarter of 20192020 the Company borrowed an additional $14,500$2,500 from Chong Corporation,Xten, a common control entity. The balance outstanding at March 31, 20192020 due Chong CorporationXten is $641,544.$705,544. The loan is unsecured, noninterest bearing and due on demand.

9

 

We maintain our corporate offices at 5550 Nicollet Avenue, Minneapolis, MN 55419. We lease the premises from 5550 Nicollet, LLC, an affiliatea company owned by Mr. Chong. In December 2019 we entered into a month-to-month lease that began January 1, 2020 with a monthly rental rate of Mr. Chong, having renewed the lease in December 2018 for an additional 12-month term at an annual rental of $9,300 with expiration on December 31, 2019. Rent was $2,325 for this three-month period in both 2019 and 2018.$775. As of March 31, 2019, $5,4252020, $7,750 is due to 5550 Nicollet LLC.

 

In the first quarter of 2020, pursuant to a verbal agreement, Xten provided research and development related expertise and services specific to the HNB technologies, devices and intellectual property. Xten billed the Company $130,456 in the first quarter of 2020. As of March 31, 2020, we owe Xten $112,142 for these services.

NOTE 45 – NOTE PAYABLE

 

As of March 31, 2019,2020, the Company no longer has athe $50,000 note payable in the amount of $50,000 due to an individual. The notethat was originally issued on May 30, 20132013. On March 6, 2020, this note and bears eight per cent (8%) annual interest. The note was amended with an August 31, 2018 due date which was further extended to January 31, 2019. On January 31, 2019accrued unpaid interest, upon agreement by the maturity datenoteholder, were fully satisfied through the conversion of the principal and accrued interest ontotaling $76,917 into 15,384 common shares or our stock at a rate of $5.00 per share. No gain or loss was recognized from the conversion of the note was further extended to August 31, 2019.

The Company analyzed the modification of the term under ASC 470-60 “Trouble Debt Restructurings” and ASC 470-50 “Extinguishment of Debt”. The Company determined the modification is not substantial and the transaction should not be accounted for as an extinguishment with the old debt written off and the new debt initially recorded at fair market value with a new effective interest rate.Company's stock.

 

NOTE 56 – CONVERTIBLE NOTE

 

TheAs of March 31, 2020, the Company assumed an unsecuredno longer has the $40,000 convertible note for $40,000 that was originally issued on July 14, 2014 as part of the acquisition of VapAria Solutions. Following amendment to the date of maturity, theThis convertible note now maturesmatured on AugustDecember 31, 2019 and continues to bear interest at 10% per annum. The note is convertible into shares of our common stock at $0.08 per share. The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, “Derivativeson February 10, 2020 we fully satisfied any and Hedging,” and determined that the instrument does not qualify for derivative accounting. The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature and determined that the instrument does not have a beneficial conversion feature.

The note was originally due on September 1, 2014. The Company entered into a note amendment on September 1, 2014 and the due date has been extended on numerous occasions and was recently extended to August 31, 2019. The Company analyzed the modificationall obligations of the term under ASC 470-60 “Trouble Debt Restructurings”convertible note through repayment of the principal and ASC 470-50 “Extinguishmentaccrued interest of Debt”. The Company determined the modification is not substantial and the transaction should not be accounted for as an extinguishment with the old debt written off and the new debt initially recorded at fair value with a new effective interest rate.$62,323.

 

NOTE 67COMMITMENTCOMMITMENTS AND CONTINGENCIES

 

Relating to the December 2013 License Agreement with Chong Corporation,Xten, a common control entity, beginning in the calendar year in which the first licensed products or licensed services takes place, but not prior to January 1, 2015, the Company is required to pay to Chong Corporation, a related entity, a 3% royalty for revenues with a $50,000 annual minimum royalty commitment. To date, no revenue has been recorded.

 

The December 31, 2013 License Agreement with Chong CorporationXten also requires us to pay for the costs associated with maintaining the patent applications and patents licensed to us. For the three months ended March 31, 2020 and 2019 and 2018 ChongXten did not report that it incurred any costs associated with this December 2013 License Agreement.

 

NOTE 78 – SUBSEQUENT EVENTS

 

SubsequentOn April 13, 2020 we entered into a consulting engagement memorandum with an unrelated third party pursuant to March 31, 2019,which we engaged this party to identify key Asian resources for our company. As compensation for the Company has borrowedservices we issued this individual 12,423 shares of our common stock valued at $62,115. The recipient was a non-U.S. person and the issuance was exempt from registration under the Securities Act in reliance on an exemption provided by Regulation S promulgated thereunder.

On April 16, 2020 we entered into a consulting engagement memorandum and agreement with an unrelated third party and engaged this individual to provide certain services to us in connection with the further development of certain of our patents. As compensation, upon execution, we issued this individual 10,000 shares of our common stock valued at $50,000 and are obligated to issue him an additional $11,50010,000 shares at such time as additional patents are issued. The recipient was a non-U.S. person and the issuance was exempt from Chong Corporation,registration under the Securities Act in reliance on an exemption provided by Regulation S promulgated thereunder.

On April 27, 2020 we were informed that the United States Patent and Trademark Office (USPTO) has issued a common control entity. The loanNotice of Allowability in connection with our Heat-not-Burn Device and Method patent application, filed June 28, 2018. A notice of allowance means that the prosecution of the merits is unsecured, noninterest bearingnow closed and duea United States Letters Patent will issue on demand.

or before July 22, 2020.

 

910

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion of our financial condition and results of operations for the three months ended March 31, 20192020 and 20182019 should be read in conjunction with the unaudited consolidated financial statements and the notes to those statements that are included elsewhere in this report. Our discussion includes forward looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward looking statements as a result of a number of factors, including those set forth under “Cautionary Statements Regarding Forward-Looking Information” appearing earlier in this report, Part I. Item 1A. Risk Factors appearing in our 2018Annual Report on Form 10-K for the year ended December 31, 2019, and our other filings with the Securities and Exchange Commission. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward looking statements. Such statements are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this report.

 

Overview and plan of operations

 

We are a pre-clinical specialty pharmaceutical company. Prior to forming VapAria Solutions in 2010, our management had more than 25 years’ collective experience in vaporization and vapor delivery of medicants, having been partners in a joint venture with pioneerstechnology company involved in the industrydevelopment of proprietary and having undertaken significant work internationally researching and developing products, shepherding them through the patent process and introducing them into the U.S. wholesale and retail supply chain.

Our initial goal waspatentable methods for heating plant-based consumable formulations leading to leverage rights we acquired in December 2013 from an affiliate to develop and successfully launch a product in partnership with well-capitalized and experienced industry participants based on our exclusive license and exclusive options to license patented and patent-pending technologies under the December 2013 Agreement and formulations designed to significantly improve on current electronic nicotine delivery systems and other consumer products in the marketplace. Throughout 2018 and into the first quarter of 2019, in addition to discussions with third party financing sources, we continued to engage in substantive discussions with several international companies which have expressed interest in our licensed technology in pursuit of this strategy. These discussions have involved demonstrations of our fully functional, programmable prototypes. There are no assurances we will enter into any licensing agreements.

In mid-2015 we adjusted our business focus owing to continuing research, development and design throughout and, thus, we completed a full design of a product embodiment based on our proprietary technology, authorized the production of fully functional prototypesaerosols for safe, effective and efficient inhalation of plant constituents. The technology accomplishes this at high temperatures, but without the accompanying constituents of combustion. Our technology differs from other such technologies currently on the market because the CQENS system is a high-temperature, non-combustion system, unlike the low-temp, non-combustion systems available today. Current applications of the technology include tobacco, hemp-CBD and cannabis where non-combusting methods of preparation for inhalation are scheduling pre-clinical assessments for the prototypes. In the first quarter ofbelieved to be safer, more effective and more efficacious.

On December 31, 2019 we had no research and development costs comparedentered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Xten pursuant to $5,027 inwhich we acquired the same period in 2018, related to these efforts. In addition to taking delivery of our prototypes, in the third quarter of 2016, we engaged an industry expert with 28 years of relevant experience to design IND-enabling studies that should take us from pre-clinical stage to clinical stage and make the FDA 505(b)(2) pathway to regulatory approval and commercialization available to us. following assets (the “Assets”):

the assignment of all patent applications and patent related documents and materials currently assigned to or owned or held by Xten in the field of heated tobacco/heat not burn (HNB) methods and embodiments developed by Xten (the “CQENS System”), consisting of the following:
the provisional patent application filed by Xten on January 3, 2018, the non-provisional patent application filed by Xten on June 28, 2018 and the Patent Cooperation Treaty (PCT) application filed by Xten on January 3, 2019;
all documents and files related to device and tobacco consumable development;
all versions of prototyped embodiments, consisting of both device and tobacco consumable embodiments; and
all files, correspondence, communication, data and test results related to the toxicology testing undertaken by Xten related to the CQENS System
exclusive licenses from Xten in the fields and applications of tobacco, nicotine, reduced tobacco risk and smoking cessation, for device patents assigned to Xten, U.S. Patent No. 9,770,564 and U.S. Patent No. 9,913,950; and
exclusive licenses from Xten in the fields and applications of tobacco, nicotine, reduced tobacco risk and smoking cessation, for international device patents and patent applications assigned to Xten, including those issued in the People’s Republic of China, the European Union, Japan and Hong Kong, and those pending in Germany, France, Brazil, Canada and Korea, and divisional patents pending in the European Union and Japan.

The expert completed his assignment and we took deliverypurchase price of the design of the studies in 2018. Certain of the planned costs associated with these studies are included in our funding needs for the next 12 months described below. If we are unable to raise sufficient capital to fund these costs, our ability to continue our commercialization efforts will be adversely impacted.Assets was:

14,000,000 shares of our common stock;
modification of the License Agreement dated January 28, 2016 by and between our company and Xten pursuant to which we were granted an exclusive license for the U.S. Patent App No. 14/629/279, subsequently granted U.S. Patent No. 9,283,180, limiting our rights under this License Agreement to the fields and applications of tobacco, hemp-CBD, cannabis, nicotine, reduced tobacco risk and smoking cessation; and
modification of the License Agreement dated January 28, 2016 by and between our company and Xten pursuant to which we were granted an exclusive license for the U.S. Patent App No. 13/453,939, subsequently granted U.S. Patent No. 9,399,110, limiting our rights under this License Agreement to the fields and applications of tobacco, nicotine, hemp-CBD, cannabis, reduced tobacco risk and smoking cessation.

 

1011

 

 

Our management, throughFollowing the Chong Corporation, an affiliated entity that is the licensorclosing of the intellectual propertyAsset Purchase Agreement, our business and operations are now focused on commercializing the CQENS System, a patent-pending method of inductively heating tobacco and other substances and ingredients that support reduced risk (RRP), profile given that the technology prevents combustion and prevents its consumers from inhaling the dangerous byproducts of combustion. We believe that HNB technologies will be of great interest to the international tobacco industry and the growing hemp-CBD cannabis industries. HNBs represent the latest in tobacco and inhalable technologies, and likely to supplant the electronic vapor system (EVS) technologies including e-cigarettes and electronic nicotine delivery systems. We believe HNBs, if properly designed, will avoid many of the issues that have proved troublesome for EVS’ including thermal decomposition, heating irregularities and the formation and presence of high levels of acrolein and formaldehyde. In the fall of 2019 Philip Morris International introduced its HNB product to U.S. markets. This product, which was sold in more than 40 countries before entering U.S. markets, like other HNB technologies, is a device that heats a tobacco stick, rather than burning it, and testing supports claims that the product can potentially reduce the number of noxious chemicals found in cigarette smoke by 95%.

The CQENS System is supported by three patent applications, the most recent of these, a Patent Cooperation Treaty (PCT) patent application, was filed by Xten in January 2019. In May 2019 Xten was informed that the International Searching Authority (ISA) had completed its review of the PCT patent application and issued the International Search Report and Written Opinion relative to that application. The ISA found that 34 of the application’s 55 claims were patentable and the remaining 21 would also be patentable if successfully amended. On September 5, 2019, Xten filed a Chapter II Demand and Article 34 Amendments with the International Bureau of the World International Property Office (WIPO) as a part of what we expect will be a successful effort to obtain a favorable opinion for all of its claims. We have succeeded to these rights we acquiredwith our purchase of the Assets as described earlier in December 2013 and January 2016, has built an extensive and robust portfolio of intellectual property that includes patented and patent-pending methods of vaporization and patented and patent-pending medicants and herbal remedies identified for their effectiveness and suitability to address the markets identified above. Historically we have relied upon related party loans that, as of March 31, 2019, totaled $641,544. Inthis report.

We raised $1,200,000 in capital in the first quarter of 2019,2020 through the loan increased by $14,500 and these proceeds were usedsale of our common stock to pay professional fees and general and administrative expenses. Our management has worked without cash compensation. We estimate that we will need to raise between $1 million and $2 million over the next 12 months to continue to implement our business plan.

a non-U.S. Person in a private transaction. We may seek to raise the necessaryadditional capital through future public or private debt or equity offerings of our securities, although we do not have any commitments from any third parties to provide any capital to us. While we believe that the exclusive rights to the proprietary technology on which our business is predicated could provide us with a significant competitive advantage if we can bring one or more products to market, our ability to accomplish that in the near term is dependent on a successful prototype and positive pre-clinical assessments of the prototype. Given the current lack of a public market for our common stock, our status as a pre-clinical stage company and the difficulties small companies experience in accessing the capital markets, we expect to encounter difficulties in pursuing public or private capital raises. We may also seek to minimize our capital needs by securing partnerships or joint ventures with well capitalized companies in the pharmaceutical or OTC consumer products industries. Until such time as we are able to raise all or a portion of the necessary capital, our ability to continue to implement our business plan will be in jeopardy.

 

Going concern

 

For the first quarter of 20192020 we reported a net loss of $273,000 and net cash used in operations of $155,457 compared to a net loss of $29,157 and net cash used in operations of $15,520 compared to a net loss of $31,872 and net cash used in operations of $21,120 for the first quarter of 2018.2019. At March 31, 2019,2020, we had cash on hand of $457$1,007,326 and an accumulated deficit of $2,191,328.$2,575,050. The report of our independent registered public accounting firm on our consolidated financial statements for the year ended December 31, 20182019 contains an explanatory paragraph regarding our ability to continue as a going concern based upon our recurring losses from operationsminimal cash and net capital deficiency.no source of revenues which may not be sufficient to cover our operating costs. These factors, among others, despite the cash and cash equivalent amount on hand at the end of this quarter, raise substantial doubt about our ability to continue as a going concern.concern and pay our obligations as they become due over the next year. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to raise additional capital, develop a source of revenues, report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company.

 

12

Results of operations

 

We did not generate any revenues from our operations in either the first quarter of 20192020 or the first quarter of 2018.2019. Our total operating expenses for the first quarter of 2019 decreased 9.4%2020 increased 907% over those reported in the first quarter of 2018. General and administrative expenses, which include amortization, rent, office expenses, and website hosting expenses, increased 3.4% in2019. In addition, during the first quarter of 2019 from2020 our Board awarded a onetime cash bonus of $25,000 each to our management who presently serve without compensation. At March 31, 2020 of the comparable period in 2018. This increase was relatedtotal of $100,000 cash bonus, an aggregate of $75,000 has been paid and the balance has been accrued. We have agreed to pay these remaining amounts upon the increase in office expenses and website hosting expenses.request of the recipients.

 

We did not have any research

Research and development expenses in the first quarter of 2019 compared to $5,027 the2020 were $130,456 as we work on variant prototypes comparatively, we had no research and development expenses in this same period in the prior year which is directly attributable to the progress made in this area.2019. Professional fees increased 11.5%48% in the first quarter of 20192020 compared to the first quarter of 20182019 which is directly attributable to the year-end audit fee increasing.consulting service fees and increased legal costs.

 

We expect that our operating expenses will increase as we continue to develop our business and we devote additional resources towards promoting that growth, most notably reflected in anticipated increases in research and development, general overhead, salaries for personnel and technical resources, as well as increased costs associated with our SEC reporting obligations. However, as set forth elsewhere in this report, our ability to continue to develop our business and achieve our operational goals is dependent upon our ability to raise significant additional working capital. As the availability of this capital is unknown, we are unable to quantify at this time the expected increases in operating expenses in future periods.

 

11

Liquidity and capital resources

 

Liquidity is the ability of a company to generate sufficient cash to satisfy its needs for cash. As of March 31, 2019,2020, we had $457$1,007,326 in cash and cash equivalents and a working capital surplus of $152,344 as compared to $1,298 in cash and cash equivalents and a working capital deficit of $785,174 as compared to $1,477 in cash and cash equivalents and a working capital deficit of $760,388$856,012 at December 31, 2018.2019. Our current liabilities increased $25,004decreased $496 from December 31, 2018,2019, reflecting increases inthe retirement of debt and associated interest payable despite a significant increase in our accounts payable accrued expenses and the compensation payable. Our source of operating capital in the loan amountfirst quarter of 2020 came from the sale of 248,448 shares of our commons stock raising $1,200,000 in capital along with additional borrowing from a related party. Ourparty of $2,500 compared to the same period in 2019 where our sole source of operating capital during the first quarter of 2019 came from additional borrowingborrowings from a related party which loaned us an additional $14,500. The related party advanced us an additional $11,500 subsequent to the period covered by this report.

 

We do not have any commitments forThe ability of the Company to continue as a going concern is dependent upon the Company obtaining adequate capital expenditures. Our working capitalto fund operating losses until it becomes profitable. As the company is not sufficientgenerating revenues, continued activities and expenditures to fund ourbring product(s) to market as soon as we are able is important. Management believes the currently available funding will be insufficient to finance the Company’s operations for at leasta year from the next 12 monthsdate of these financial statements and to satisfy our obligations as they become due.

In January 2019,February 2020, the holder$40,000, principal amount, convertible note was fully satisfied through the repayment of aboth the principal and accrued unpaid interest totaling $62,323. In March 2020, the $50,000, principal amount, note agreed to an extension ofpayable was fully satisfied when both the due date of the note from January 31, 2019 to August 31, 2019. In January 2019 the holder of a $40,000 convertible note, principal amount, and convertibleaccrued unpaid interest totaling $76,917 were converted into 500,00015,384 shares of our common stock at the option of the holder, agreed to an extension of the due date of the convertible note from January 31, 2019 to August 31, 2019. While there are no assurances the holder will elect to convert the note, in that event we granted the holder demand and piggyback registration rights for those shares.$5.00 per share. We also owe a related party $641,544$705,544 which is due on demand. We do not have

While we raised $1,200,000 from the funds necessary to repay these obligations or to fundsale of our securities during the costs associated with filing a registration statement if the noteholder converts the note and exercises its registration rights. As described earlier in this report,first quarter of 2020, we still will need to raise between $1,000,000 andto $2,000,000 in additional capital during the next 12 months. As we do not have any firm commitments for all or any portion of this necessary capital, there are no assurances we will have sufficient funds to fund our operating expenses and continued development of our products and to satisfy our obligations as they become due.due over the next 12 months. In that event, our ability to continue as a going concern is in jeopardy.

13

Net Cash Used in Operating Activities

We used $155,457 of cash in our operating activities in the first quarter of 2020 compared to $15,520 used by our operating activities in the first quarter of 2019, an increase of 902%

 

Summary of cash flowsNet Cash Provided by (Used in) Investing Activities

 

  March 31, 2019  March 31, 2018 
Net cash (used) in operating activities $(15,520) $(21,120)
Net cash provided by financing activities $14,500  $20,000 

OurIn the first quarter of 2020 there was $1,105 of net cash used in operatinginvesting activities declined 26.5% for additional trademark costs. In the first quartersame period in 2019 as compared to the first quarter 2018. During the first quarter 2019 and the first quarter 2018 we usedthere was no net cash primarily to fund our net loss in the period.provided by (used in) investing activities.

 

During each of the first quarter 2019 and the first quarter 2018 netNet Cash Provided by Financing Activities

Net cash provided by financing activities for the first quarter of 2020 consisted of $1,200,000 raised from the sale of 248,448 shares of our common stock, repayment and satisfaction in full of the convertible note of $40,000 and additional borrowing of $2,500 from Xten, a common control entity compared to $14,500 of additional borrowings in the first quarter of 2019 from Chong Corporation, a related entity.Xten.

 

Critical accounting policies

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. The more critical accounting estimates include estimates related to therevenue recognition, accounts receivable allowances and impairment of long-lived assets. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 2 to our audited consolidated financial statements for 20182019 appearing in our 2018 10-K.

Recent accounting pronouncements

In February 2016, the FASB issued ASU 2016-02 “Leases,” which amended current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measuredAnnual Report on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accountingForm 10-K as filed with the lessee accounting model. This standard is now effectiveSecurities and has been adopted by the Company using the modified retrospective method. We do not have any leases that exceed a year and, therefore there is no accounting impact.

12

In June 2018, the FASB issued ASU 2018-07,“Improvements to Non-Employee Share-Based Payment Accounting”,which simplifies the accounting for share-based payments granted to non-employees for goods and services. Under the literature, most of the guidanceExchange Commission on such payments to non-employees would be aligned with the requirements for share-based payments granted to employees currently under ASC 718, “Compensation – Stock Compensation”.The Company’s adoption of ASU 2018-07 did not have an impact on the Company’s consolidated financial statements.

April 10, 2020.

 

Off balance sheet arrangements

 

As of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

14

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable for a smaller reporting company.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures.

 

We maintain “disclosure controls and procedures” as such term is defined in Rules 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Based on their evaluation as of the end of the period covered by this report, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were not effective to ensure that the information relating to our company required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure due to the presence of continuing material weakness in our internal control over financial reporting as reported in our 2018 10-K.Annual Report on Form 10-K for the year ended December 31, 2019. These material weaknesses in our internal control over financial reporting result from limited segregation of duties and limited multiple levelslevel of review in the financial close process.

 

The existence of the continuing material weaknesses in our internal control over financial reporting increases the risk that a future restatement of our financials is possible. In order to remediate these material weaknesses, we will need to expand our accounting resources. We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal control over financial reporting on an ongoing basis, however, we do not expect that the deficiencies in our disclosure controls will be remediated until such time as we have remediated the material weaknesses in our internal control over financial reporting. Subject to the availability of sufficient capital, we expect to expand our accounting resources during 20192020 in an effort to remediate the material weaknesses in our internal control over financial reporting.

 

13

Changes in Internal Control over Financial Reporting.

 

There have been no changes in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

15

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Item 1.Legal Proceedings.

 

None.

Item 1A. Risk Factors.

Item 1A.Risk Factors.

 

In addition to the other information set forth in this report you should carefully consider the risk factors in Part I, Item 1A in our 20182019 10-K and our subsequent filings with the Securities and Exchange Commission, which could materially affect our business, financial condition or future results. These cautionary statements are to be used as a reference in connection with any forward-looking statements, written or oral, which may be made or otherwise addressed in connection with a forward-looking statement or contained in any of our subsequent filings with the Securities and Exchange Commission.

Item 2.Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.On March 6, 2020, we issued 15,384 shares of our common stock in at a conversion price of $5.00 per share to a noteholder upon the conversion of a $50,000 principal amount note and the accrued unpaid interest due thereunder. The recipient was an accredited or otherwise sophisticated investor who had access to business and financial information on our company. The issuance was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on an exemption provided by Section 3(a)(9) of that act.

On April 13, 2020 we entered into a consulting engagement memorandum with an unrelated third party pursuant to which we engaged this party to identify key Asian resources for our company. As compensation for the services we issued this individual 12,423 shares of our common stock valued at $62,115. The recipient was a non-U.S. person and the issuance was exempt from registration under the Securities Act in reliance on an exemption provided by Regulation S promulgated thereunder.

On April 16, 2020 we entered into a consulting engagement memorandum and agreement with an unrelated third party and engaged this individual to provide certain services to us in connection with the further development of certain of our patents. As compensation, upon execution, we issued this individual 10,000 shares of our common stock valued at $50,000 and are obligated to issue him an additional 10,000 shares at such time as additional patents are issued. The recipient was a non-U.S. person and the issuance was exempt from registration under the Securities Act in reliance on an exemption provided by Regulation S promulgated thereunder.

Item 3. Defaults Upon Senior Securities.

Item 3.Defaults Upon Senior Securities.

 

None.

Item 4. Mine Safety Disclosures.

Item 4.Mine Safety Disclosures.

 

Not applicable to our company’s operations.

Item 5.Other Information.

 

Item 5. Other Information.None

 

None.

Item 6.Exhibits.

 

Item 6. Exhibits.

No. Exhibit Description Form 

Date

Filed

 Number Herewith
2.1 Share Exchange Agreement and Plan of Reorganization dated April 11, 2014 by and between OICco Acquisition IV, Inc., VapAria Corporation and the listed shareholders 8-K 4/11/14 2a  
3.1 Amended and Restated Certificate of Incorporation S-1 6/30/10 3.C  
3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation 8-K 8/21/14 3.4  
3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation 10-Q 11/19/16 3.5  
3.4 Certificate of Amendment to the Amended and Restated Certificate of Incorporation 8-K 12/18/19 3.5  
3.5 Bylaws S-1 3/29/10 3(b)  
10.1 Asset Purchase Agreement dated December 31, 2019 by and between CQENS Technologies Inc. and Chong Corporation 8-K 1/2/20 10.1  
10.2 Form of Stock Purchase Agreement 8-K 1/31/20 10.1  
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer       Filed
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer and Chief Financial Officer       Filed
101.INS XBRL Instance Document       Filed
101.SCH XBRL Taxonomy Extension Schema Document       Filed
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document       Filed
101.DEF XBRL Taxonomy Extension Definition Linkbase Document       Filed
101.LAB XBRL Taxonomy Extension Label Linkbase Document       Filed
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document       Filed

 

No. Exhibit Description Form 

Date

Filed

 Number Herewith
2.1 Share Exchange Agreement and Plan of Reorganization dated April 11, 2014 by and between OICco Acquisition IV, Inc., VapAria Corporation and the listed shareholders 8-K 4/11/14 2a  
3.1 Amended and Restated Certificate of Incorporation S-1 6/30/10 3.C  
3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation 8-K 8/21/14 3.4  
3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation 10-Q 11/19/16 3.5  
3.4 Bylaws S-1 3/29/10 3(b)  
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer       Filed
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer       Filed
32.1 Section 1350 Certification of Chief Executive Officer and Chief Financial Officer       Filed
101.INS XBRL Instance Document       Filed
101.SCH XBRL Taxonomy Extension Schema Document       Filed
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document       Filed
101.DEF XBRL Taxonomy Extension Definition Linkbase Document       Filed
101.LAB XBRL Taxonomy Extension Label Linkbase Document       Filed
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document       Filed

1416

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 VapAria CorporationCQENS Technologies Inc.
  
May 13, 201915, 2020By:/s/ Alexander Chong
  Alexander Chong, Chief Executive Officer
   
May 13, 201915, 2020By:/s/ Daniel Markes
  

Daniel Markes, Chief Financial Officer

 

1517