See accompanying notes to unaudited consolidated financial statements

VapAria CorporationCQENS Technologies Inc.

Consolidated Statements of Cash Flows

(Unaudited)

See accompanying notes to unaudited consolidated financial statements

CQENS Technologies, Inc.

(Formerly VapAria CorporationCorporation)

Notes to Unaudited Consolidated Financial Statements

June 30, 2019March 31, 2020

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 June 30, 2019,March 31, 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 June 30, 2019March 31, 2020 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 June 30, 2019March 31, 2020 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”) Management has evaluated recently issued Accounting Standards Update (“ASU”) No. 2016-02 “Leases (Topic 842)” (“ASU 2016-02”) to increase the transparencyaccounting pronouncements 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 payment that depend on an index or rate and certain transition adjustments. ASU 2016-02 and these additional ASUs are no codified as Accounting Standard 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 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 termsbelieve that any of 12 months or less. The Company’s existing lease hasthese pronouncements will have a remaining term of 6 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 after December 15, 2018. The Company’s adoption of ASU 2018-07 did not have ansignificant impact on the Company’s consolidatedour financial statements.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 operatingoperations 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

DuringIn the first six months ended June 30, 2019,quarter of 2020 the Company borrowed an aggregate of $37,000additional $2,500 from Chong Corporation,Xten, a common control entity. The balance outstanding at June 30, 2019March 31, 2020 due Chong CorporationXten is $664,044.$705,544. The loan is unsecured, noninterest bearing and due on demand.

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 $4,650 for this six-month period in both 2019 and 2018.$775. As of June 30, 2019, $6,975March 31, 2020, $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 June 30, 2019,March 31, 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 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 was 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 67 – COMMITMENTCOMMITMENTS AND CONTINGENCIES

TheRelating 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 agreementLicense 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 sixthree months ended June 30,March 31, 2020 and 2019 and 2018 ChongXten did not report that it incurred any costs associated with this December 2013 License Agreement.

NOTE8 – SUBSEQUENT EVENTS

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.

On April 27, 2020 we were informed that the United States Patent and Trademark Office (USPTO) has issued a Notice 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 now closed and a United States Letters Patent will issue on or before July 22, 2020.

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 and six months ended June 30,March 31, 2020 and 2019 and 2018 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 becauseas a result of severala 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 researchingpatentable methods for heating plant-based consumable formulations leading to the production of aerosols for safe, effective and developing products, shepherding them throughefficient inhalation of plant constituents. The technology accomplishes this at high temperatures, but without the patent processaccompanying 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 introducing them into the U.S. wholesalecannabis where non-combusting methods of preparation for inhalation are believed to be safer, more effective and retail supply chain.more efficacious.

Our initial goal wasOn December 31, 2019 we entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Xten pursuant to leverage rightswhich we acquired the following assets (the “Assets”):

The purchase price of the Assets was:

Following the closing of the Asset 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 December 2013 from an affiliatetobacco and inhalable technologies, and likely to developsupplant the electronic vapor system (EVS) technologies including e-cigarettes 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 systemssystems. 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 consumer productsHNB 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 with our purchase of the Assets as described earlier in this report.

We raised $1,200,000 in capital in the marketplace. Throughout 2018 and intofirst quarter of 2020 through the first half 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 demonstrationssale of our fully functional, programmable prototypes.

In mid-2015 we adjusted our business focus owingcommon stock to continuing research, development and design throughout and, thus, we completed a full design ofnon-U.S. Person in a product embodiment based on our proprietary technology, authorized the production of fully functional prototypes and are scheduling pre-clinical assessments for the prototypes. In the first six months of 2019 we had no research and development costs compared to $5,027 in 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. Certain of the 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.

Our management, through the Chong Corporation, an affiliated entity that is the licensor of the intellectual property rights we acquired 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 June 30, 2019, totaled $664,044. In the first six months of 2019, the loan increased by $37,000 and these proceeds were used to pay expenses associated with ordinary business expenses associated with identifying, meeting with and negotiating with potential business partners and our general operating expenses, including the payment of our obligations. 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.

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 six monthsquarter of 20192020 we reported a net loss of $49,448$273,000 and net cash used in operations of $35,885$155,457 compared to a net loss of $52,535$29,157 and net cash used in operations of $42,530$15,520 for the first six monthsquarter of 2018.2019. At June 30, 2019,March 31, 2020, we had cash on hand of $2,592$1,007,326 and an accumulated deficit of $2,211,619.$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 minimal cash and no source of revenues which aremay 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.

Results of operations

We did not generate any revenues from our operations in anyeither the first quarter of 2020 or the 2019 or 2018 periods.first quarter of 2019. Our total operating expenses for the secondfirst quarter of 2019 and the six months then ended decreased 2.0% and 6.5% respectively,2020 increased 907% over those reported in the comparable 2018 periods. General and administrative expenses, which include amortization, rent, and website hosting expenses, decreased 1.2% in the secondfirst quarter of 2019 from the comparable period in 2018 and showed an overall increase of 1% for2019. In addition, during the first six months as comparedquarter of 2020 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 first six monthstotal of 2018.$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 request of the recipients.

Research and development expenses were not incurred in the secondfirst quarter of 2019 or 2018. The first six months of 2019 also showed2020 were $130,456 as we work on variant prototypes comparatively, we had no research and development expenses versus $5,027 in this same period in 2018. This reduction is directly attributable2019. Professional fees increased 48% in the first quarter of 2020 compared to the progress made in this area. Professional fees declined 2.5% in the secondfirst quarter of 2019 comparedwhich is attributable to 2018 but rose 5.9% for the six months ended June 30, 2019 from the comparable period in 2018. The increase in financial auditconsulting service fees contributed to this overall increase in professional fees in 2019 when compared to 2018.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.

Liquidity and capital resources

Liquidity is the ability of a company to generate sufficient cash to satisfy its needs for cash. As of June 30, 2019,March 31, 2020, we had $2,592$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 $801,094 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 $44,221decreased $496 from December 31, 2018,2019, reflecting increasesthe retirement of debt and associated interest payable despite a significant increase in interest payable,our accounts payable 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 six months of 2019 came from additional borrowingborrowings from a related party which loaned us an additional $37,000.$14,500.

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 topayable was fully satisfied when both the extension of 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 to 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 $664,044$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.

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

OurIn the first quarter of 2020 there was $1,105 of net cash used in operatinginvesting activities declined 15.6%for additional trademark costs. In the same period in the first six months of 2019 compared to the first six months of 2018. During the first six months of 2019 and 2018 we used thethere was no net cash primarily to fund our net loss in the period.provided by (used in) investing activities.

During the each of the first six months of 2019 and 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 will amend 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 exceeding a year and, therefore there is no accounting impact.

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 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.

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 level 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.

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.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

None.

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. 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.

None.

Item 4. Mine Safety Disclosures.

Not applicable to our company’s operations.

Item 5. Other Information.None

None.

Item 6. Exhibits.

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.