Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 14, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | CQENS Technologies Inc. | |
Entity Central Index Key | 0001479915 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 25,369,113 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 1,687,887 | $ 1,298 |
Prepaid expenses | 57,464 | 1,553 |
Total Current Assets | 1,745,351 | 2,851 |
Intellectual property, net | 320,790 | 290,346 |
TOTAL ASSETS | 2,066,141 | 293,197 |
Current Liabilities | ||
Accounts payable | 60,857 | 10,722 |
Credit card payable | 508 | |
Accrued expenses | 98,137 | 6,865 |
Interest payable | 48,232 | |
Note payable | 50,000 | |
Convertible note | 40,000 | |
Loan from related party | 455,544 | 703,044 |
Total Current Liabilities | 615,046 | 858,863 |
TOTAL LIABILITIES | 615,046 | 858,863 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common Stock: $0.0001 par value; 200,000,000 shares authorized: 25,371,908 shares issued and outstanding at June 30, 2020 and 24,837,203 issued and outstanding at December 31, 2019 | 2,537 | 2,484 |
Additional paid-in capital | 4,322,879 | 1,733,900 |
Accumulated deficit | (2,874,321) | (2,302,050) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 1,451,095 | (565,666) |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | $ 2,066,141 | $ 293,197 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 25,371,908 | 24,837,203 |
Common stock, shares outstanding | 25,371,908 | 24,837,203 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Operating Expenses | ||||
General and administrative | $ 7,005 | $ 6,936 | $ 116,551 | $ 14,013 |
Research and development - related party | 139,790 | 270,246 | ||
Professional fees | 152,476 | 11,361 | 181,616 | 31,018 |
Total Operating Expenses | 299,271 | 18,297 | 568,413 | 45,031 |
Other (Expense) | (1,994) | (3,858) | (4,417) | |
Net Loss | $ (299,271) | $ (20,291) | $ (572,271) | $ (49,448) |
Basic and diluted loss per common share | $ (0.01) | $ 0 | $ (0.02) | $ 0 |
Basic and diluted weighted average shares outstanding | 25,196,481 | 10,758,631 | 25,105,040 | 10,758,631 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 50 | $ 1,076 | $ 1,622,728 | $ (2,162,171) | $ (538,317) |
Balance, shares at Dec. 31, 2018 | 500,000 | 10,758,631 | |||
Net loss | (49,448) | (49,448) | |||
Balance at Jun. 30, 2019 | $ 50 | $ 1,076 | 1,622,728 | (2,211,619) | (587,765) |
Balance, shares at Jun. 30, 2019 | 500,000 | 10,758,631 | |||
Balance at Mar. 31, 2019 | $ 50 | $ 1,076 | 1,622,728 | (2,191,328) | (567,474) |
Balance, shares at Mar. 31, 2019 | 500,000 | 10,758,631 | |||
Net loss | (20,291) | (20,291) | |||
Balance at Jun. 30, 2019 | $ 50 | $ 1,076 | 1,622,728 | (2,211,619) | (587,765) |
Balance, shares at Jun. 30, 2019 | 500,000 | 10,758,631 | |||
Balance at Dec. 31, 2019 | $ 2,484 | 1,733,900 | (2,302,050) | (565,666) | |
Balance, shares at Dec. 31, 2019 | 0 | 24,837,203 | |||
Common stock issued for cash | $ 50 | 2,399,950 | 2,400,000 | ||
Common stock issued for cash, shares | 496,898 | ||||
Common stock issued for note payable | $ 1 | 76,916 | 76,917 | ||
Common stock issued for note payable, shares | 15,384 | ||||
Common stock issued for consulting services | $ 2 | 112,113 | 112,115 | ||
Common stock issued for consulting services, shares | 22,423 | ||||
Net loss | (572,271) | (572,271) | |||
Balance at Jun. 30, 2020 | $ 2,537 | 4,322,879 | (2,874,321) | 1,451,095 | |
Balance, shares at Jun. 30, 2020 | 0 | 25,371,908 | |||
Balance at Mar. 31, 2020 | $ 2,510 | 3,010,791 | (2,575,050) | 438,251 | |
Balance, shares at Mar. 31, 2020 | 0 | 25,101,035 | |||
Common stock issued for cash | $ 25 | 1,199,975 | 1,200,000 | ||
Common stock issued for cash, shares | 248,450 | ||||
Common stock issued for consulting services | $ 2 | 112,113 | 112,115 | ||
Common stock issued for consulting services, shares | 22,423 | ||||
Net loss | (299,271) | (299,271) | |||
Balance at Jun. 30, 2020 | $ 2,537 | $ 4,322,879 | $ (2,874,321) | $ 1,451,095 | |
Balance, shares at Jun. 30, 2020 | 0 | 25,371,908 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (572,271) | $ (49,448) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Amortization expense | 9,472 | 8,742 |
Common stock issued for consulting services | 112,115 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (55,911) | (2,400) |
Accounts payable | 50,135 | 3,254 |
Credit card payable | 508 | |
Accrued expenses | 91,831 | |
Interest payable | (21,874) | 3,967 |
Net cash used in operating activities | (385,995) | (35,885) |
Cash flows from investing activities | ||
Additions to intellectual property | (39,916) | |
Net cash flows used in investing activities | (39,916) | |
Cash flows from financing activities | ||
Proceeds from issuance of common stock | 2,400,000 | |
Borrowing on debt with related party | 2,500 | 37,000 |
Repayment of related party debt | (250,000) | |
Repayment of convertible note | (40,000) | |
Net cash provided by financing activities | 2,112,500 | 37,000 |
Net change in cash and cash equivalents | 1,686,589 | 1,115 |
Cash and cash equivalents, beginning of period | 1,298 | 1,477 |
Cash and cash equivalents, end of period | 1,687,887 | 2,592 |
Supplementary Information | ||
Interest paid | 22,323 | |
Income taxes paid | ||
Supplementary disclosure of non-cash activities: | ||
Common stock issued from conversion of note payable and accrued interest | $ 76,917 |
Nature of Business and Summary
Nature of Business and Summary of Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Summary of Basis of Presentation | NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF BASIS OF PRESENTATION Nature of Business CQENS Technologies, Inc., formerly known as VapAria Corporation (“CQENS”, “us”, “we,” “our” or the “Company”), was incorporated under the laws of the State of Delaware on December 21, 2009 under the name OICco Acquisition IV, Inc. The Company is a technology company with 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 half 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 the Company in several ways. Our business model is dependent upon our ability to enter into strategic partnerships in the future, including alliances with consumer product companies, to enhance and accelerate the development and commercialization of our proposed products. We will also be dependent upon third party manufacturers to produce our proposed products, as well as third party marketing and distribution 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 be delayed or significantly limited in their scope should the pandemic continue and /or be prolonged into 2021. We also need to raise 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 our prospects. The Company has limited operations and, while our executive officers devote a substantial amount of their time to the Company, with limited cash compensation, as of June 30, 2020, had no employees. The Company has a fiscal year end of December 31. Basis of Presentation Basis of Presentation 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, 2019 audited financial statements. The results of operations for the period ended June 30, 2020 are not necessarily indicative of the operating results for the full year. Reclassifications Recent Accounting Pronouncements |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 – GOING CONCERN The Company’s financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. 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 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 over the next 12 months, the anticipated expenses and lack of current revenues 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. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | 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 in reliance on an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on an exemption provided by Regulation S promulgated thereunder. 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. The issuance was exempt from registration under the Securities Act in reliance on an exemption provided by Section 3(a)(9) of such 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. On June 1, 2020 we sold a total of 82,818 shares of our common stock for $400,000 to six non-U.S. persons in private transactions. We did not pay a commission or finder’s fee and are using proceeds for working capital. The issuances were exempt from registration under the Securities Act in reliance on an exemption provided by Regulation S promulgated thereunder. On June 4, 2020 we sold 165,632 shares of our common stock for $800,000 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 and reducing debt. The issuances were exempt from registration under the Securities Act in reliance on an exemption provided by Regulation S promulgated thereunder. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4 – RELATED PARTY TRANSACTIONS Early in the first half of 2020 the Company borrowed an additional $2,500 from Xten Capital Group Inc. (“Xten”), a common control entity. On June 24, 2020 the Company paid $250,000 to reduce the debt to Xten. The balance outstanding at June 30, 2020 due Xten is $455,544. 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, a 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 $775. We have rented the space continuously through the first six months of 2020. As of June 30, 2020, there is no outstanding balance for rent due to 5550 Nicollet LLC. In the first half of 2020, pursuant to a verbal agreement, Xten provided research and development related expertise and services specific to HNB technologies, devices and intellectual property. Xten billed the Company $270,246 in research and development costs resulting from these activities during the first half of 2020. As of June 30, 2020, we have an accounts payable amount owing to Xten of $59,301 for these services. |
Note Payable
Note Payable | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Note Payable | NOTE 5 – NOTE PAYABLE On May 20, 2013 the Company issued a $50,000 note to an unrelated third party. On March 6, 2020, this note and accrued unpaid interest, upon agreement by the noteholder, were fully satisfied through the conversion of the principal and accrued interest totaling $76,917 into 15,384 common shares of our stock at a rate of $5.00 per share. No gain or loss was recognized from the conversion of this note to the Company’s common stock. |
Convertible Note
Convertible Note | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Note | NOTE 6 – CONVERTIBLE NOTE On July 14, 2014 the Company issued a $40,000 convertible note to an unrelated third party that was originally issued July 14, 2014 as part of the acquisition of VapAria Solutions. This convertible note matured on December 31, 2019. In February 10, 2020 we fully satisfied any and all obligations of the convertible note through repayment of the principal and accrued interest of $62,323. |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | NOTE 7 – COMMITMENT AND CONTINGENCIES Relating to the December 2013 License Agreement with 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 Xten, a 3% royalty for revenues with a $50,000 annual minimum royalty commitment. The December 31, 2013 License Agreement with Xten also requires us to pay for the costs associated with maintaining the patent applications and patents licensed to us. For the six months ended June 30, 2020 the Company paid $2,338 in legal fees versus the first six months of 2019 where Xten did not report that it incurred any costs associated with this December 2013 License Agreement. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 – SUBSEQUENT EVENTS On June 17, 2020 the Company entered into a Stock Purchase Agreement with an unrelated stockholder pursuant to which it agreed to repurchase 21,430 shares of its common stock from the stockholder for $2,500. The Stock Purchase Agreement contained customary terms, including cross general releases. On August 10, 2020 the transaction closed. Following the closing of the transaction, the shares have been cancelled and returned to the status of authorized but unissued shares of common stock. On July 17, 2020 we entered into a consulting engagement memorandum with an unrelated third party for the consultant’s guidance and expertise in identifying business opportunities, partners and other skilled consultants in the People’s Republic of China and/or other territories of Asia. As compensation for the services we issued this individual 12,423 shares of our common stock valued at $60,003. 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 July 17, 2020 we entered into a consulting engagement memorandum with an unrelated third party for the consultant’s guidance and expertise in identifying potential financiers, partners and other skilled consultants in the People’s Republic of China and/or other territories of Asia. As compensation for the services we issued this individual 6,212 shares of our common stock valued at $30,004. 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 July 29, 2020 we entered into an Amended and Restated Operating Agreement (the “Operating Agreement”) of Leap Technology LLC (“Leap Technology”) with Zong Group Holdings LLC (“Zong”) and Leap Management LLC (“LM”). Under the terms of the Operating Agreement and the related Contribution Agreement dated July 24, 2020 (the “Contribution Agreement”), the Company acquired a 55% membership interest in Leap Technology in exchange for the contribution of an exclusive, royalty-free license (the “License Agreement”) for the use in the Asia Pacific countries listed in the Contribution Agreement of certain of our intellectual property, patents pending and patents related to our heated tobacco product technology. It is expected that Leap Technology will form additional business entities to commercialize our propriety technology in those Asia Pacific countries which include China, India, Indonesia, Vietnam, the Philippines, Thailand, Malaysia, Singapore and Hong Kong. The goal of the joint venture is the market development of the Company’s intellectual property in the Asia Pacific region together with other initiatives and the formation business relationships with tobacco companies who operate in the Asia Pacific region. Effective August 1, 2020 the Board of Directors approved annual salaries for its: (1) CEO, Alexander Chong, of $98,400 per annum; (2) COO, William Bartkowski, of $81,600 per annum; and (3) CFO, Daniel Markes, of $90,000 per annum. To date the Company has not entered into any written employment agreements with the officers. These officers also received a biweekly cash payment consistent with their respective annual salary on July 15, 2020 and July 31, 2020 for services provided. |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Jun. 04, 2020 | Jun. 02, 2020 | Apr. 16, 2020 | Apr. 13, 2020 | Mar. 06, 2020 | Jan. 29, 2020 | Jun. 30, 2020 | Jun. 30, 2020 |
Value of shares issued as compensation for service rendered | $ 112,115 | $ 112,115 | ||||||
Non-U.S. Person [Member] | ||||||||
Number of common stock shares sold | 165,632 | 248,448 | ||||||
Value of common stock shares sold | $ 800,000 | $ 1,200,000 | ||||||
Holder [Member] | ||||||||
Note amount | $ 50,000 | |||||||
Unpaid interest amount | $ 76,917 | |||||||
Debt conversion price per share | $ 5 | |||||||
Total number of shares issued | 15,384 | |||||||
Unrelated Third Party [Member] | Consulting Engagement Memorandum [Member] | ||||||||
Number of shares issued as compensation for service rendered | 12,423 | |||||||
Value of shares issued as compensation for service rendered | $ 62,115 | |||||||
Unrelated Third Party [Member] | Consulting Engagement Memorandum and Agreement [Member] | ||||||||
Number of shares issued as compensation for service rendered | 10,000 | |||||||
Value of shares issued as compensation for service rendered | $ 50,000 | |||||||
Additional number of shares to be issued for patents issued | 10,000 | |||||||
Six Non-U.S. Person [Member] | ||||||||
Number of common stock shares sold | 82,818 | |||||||
Value of common stock shares sold | $ 400,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jun. 24, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Due to related party | $ 455,544 | $ 455,544 | $ 703,044 | |||
Research and development costs | 139,790 | 270,246 | ||||
Xten Capital Group Inc [Member] | ||||||
Borrowed from related party | 2,500 | |||||
Repayments of related party debt | $ 250,000 | |||||
Due to related party | 455,544 | 455,544 | ||||
Accounts payable related party | 59,301 | 59,301 | ||||
5550 Nicollet LLC [Member] | ||||||
Rent | 775 | |||||
Rent outstanding | ||||||
HNB Technologies, Devices and Intellectual Property [Member] | ||||||
Research and development costs | $ 270,246 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | Mar. 06, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | May 20, 2013 |
Note payable amount | $ 50,000 | |||
Gain or loss recognized from conversion of notes | ||||
Unrelated Third Party [Member] | ||||
Note payable amount | $ 50,000 | |||
Individual [Member] | ||||
Notes issuance date | May 30, 2013 | |||
Noteholder [Member] | ||||
Common stock issued for conversion of the principal and accrued interest | $ 76,917 | |||
Common stock issued for conversion of the principal and accrued interest, shares | 15,384 | |||
Share issued price per shares | $ 5 |
Convertible Note (Details Narra
Convertible Note (Details Narrative) - USD ($) | Feb. 10, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jul. 14, 2014 |
Repayment of principal and accrued interest | $ 40,000 | |||
Convertible Note [Member] | VapAria Solutions [Member] | ||||
Unsecured convertible note | $ 40,000 | |||
Notes issuance date | Jul. 14, 2014 | |||
Note maturity date | Dec. 31, 2019 | |||
Repayment of principal and accrued interest | $ 62,323 |
Commitment and Contingencies (D
Commitment and Contingencies (Details Narrative) - December 2013 License Agreement [Member] - Xten Capital Group Inc [Member] | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Percentage of revenues in royalty | 3.00% |
Minimum royalty commitment | $ 50,000 |
Legal fees | $ 2,338 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Aug. 14, 2020 | Jul. 17, 2020 | Jun. 17, 2020 | Apr. 13, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Jul. 24, 2020 |
Value of shares purchased from stockholder | $ 1,200,000 | $ 2,400,000 | |||||
Value of shares issued as compensation for service rendered | $ 112,115 | $ 112,115 | |||||
Alexander Chong [Member] | Subsequent Event [Member] | |||||||
Annual salaries | $ 98,400 | ||||||
William Bartkowski [Member] | Subsequent Event [Member] | |||||||
Annual salaries | 81,600 | ||||||
Daniel Markesi [Member] | Subsequent Event [Member] | |||||||
Annual salaries | $ 90,000 | ||||||
Stock Purchase Agreement [Member] | Unrelated Stockholder [Member] | |||||||
Number of common stock shares purchased | 21,430 | ||||||
Value of shares purchased from stockholder | $ 2,500 | ||||||
Consulting Engagement Memorandum [Member] | Unrelated Third Party [Member] | |||||||
Number of shares issued as compensation for service rendered | 12,423 | ||||||
Value of shares issued as compensation for service rendered | $ 62,115 | ||||||
Consulting Engagement Memorandum [Member] | Unrelated Third Party [Member] | Subsequent Event [Member] | Business Opportunities Partners [Member] | |||||||
Number of shares issued as compensation for service rendered | 12,423 | ||||||
Value of shares issued as compensation for service rendered | $ 60,003 | ||||||
Consulting Engagement Memorandum [Member] | Unrelated Third Party [Member] | Subsequent Event [Member] | Potential Financiers Partners [Member] | |||||||
Number of shares issued as compensation for service rendered | 6,212 | ||||||
Value of shares issued as compensation for service rendered | $ 30,004 | ||||||
Contribution Agreement [Member] | Subsequent Event [Member] | Leap Technology [Member] | |||||||
Membership interest acquired | 55.00% |