Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 08, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55470 | |
Entity Registrant Name | CQENS Technologies Inc. | |
Entity Central Index Key | 0001479915 | |
Entity Tax Identification Number | 27-1521407 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 5550 Nicollet Avenue | |
Entity Address, City or Town | Minneapolis | |
Entity Address, State or Province | MN | |
Entity Address, Postal Zip Code | 55419 | |
City Area Code | (612) | |
Local Phone Number | 812-2037 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 26,074,595 |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 98,321 | $ 219,781 |
Prepaid expenses | 102,101 | 182,713 |
Total Current Assets | 200,422 | 402,494 |
Equipment, net | 172,685 | 177,722 |
Intellectual property, net | 1,009,147 | 973,823 |
Right-of-use asset, net | 113,436 | 126,235 |
Leasehold improvement, net | 13,075 | 14,644 |
Prepaid expenses - noncurrent portion | 458,317 | 458,317 |
TOTAL ASSETS | 1,967,082 | 2,153,235 |
Current Liabilities | ||
Accounts payable | 130,365 | 222,539 |
Accrued expenses | 184,736 | 94,050 |
Related party loan | 450,000 | |
Current portion of lease liability | 57,217 | 52,217 |
Total Current Liabilities | 822,318 | 368,806 |
Lease liability, net of current portion | 56,219 | 74,018 |
TOTAL LIABILITIES | 878,537 | 442,824 |
STOCKHOLDERS’ EQUITY | ||
Preferred Stock: $0.0001 par value: 10,000,000 shares authorized no shares issued and outstanding at March 31, 2023 and December 31, 2022 | ||
Common Stock: $0.0001 par value; 200,000,000 shares authorized: 26,074,595 shares issued and outstanding at March 31, 2023 and 26,065,595 issued and outstanding at December 31, 2022 | 2,608 | 2,607 |
Additional paid-in capital | 21,825,940 | 21,261,500 |
Accumulated deficit | (20,740,003) | (19,553,696) |
TOTAL STOCKHOLDERS’ EQUITY | 1,088,545 | 1,710,411 |
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY | $ 1,967,082 | $ 2,153,235 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 26,074,595 | 26,065,595 |
Common stock, shares outstanding | 26,074,595 | 26,065,595 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Expenses | ||
General and administrative | $ 684,523 | $ 413,953 |
Research and development | 337,072 | 154,928 |
Professional fees | 161,351 | 232,047 |
Total Operating Expenses | 1,182,946 | 800,928 |
Total Operating Loss | (1,182,946) | (800,928) |
Other (Expense) | (3,361) | |
Net Loss | $ (1,186,307) | $ (800,928) |
Basic and diluted loss per common share | $ (0.05) | $ (0.03) |
Basic and diluted weighted average shares outstanding | 26,069,645 | 26,015,595 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 2,602 | $ 17,737,478 | $ (13,309,494) | $ 4,430,586 |
Beginning balance, shares at Dec. 31, 2021 | 26,015,595 | |||
Stock options expense | 138,446 | 138,446 | ||
Net loss | (800,928) | (800,928) | ||
Ending balance, value at Mar. 31, 2022 | $ 2,602 | 17,875,924 | (14,110,422) | 3,768,104 |
Ending balance, shares at Mar. 31, 2022 | 26,015,595 | |||
Beginning balance, value at Dec. 31, 2022 | $ 2,607 | 21,261,500 | (19,553,696) | 1,710,411 |
Beginning balance, shares at Dec. 31, 2022 | 26,065,595 | |||
Stock options expense | 384,441 | 384,441 | ||
Common stock issued for cash | $ 1 | 179,999 | 180,000 | |
Common stock issued for cash, shares | 9,000 | |||
Net loss | (1,186,307) | (1,186,307) | ||
Ending balance, value at Mar. 31, 2023 | $ 2,608 | $ 21,825,940 | $ (20,740,003) | $ 1,088,545 |
Ending balance, shares at Mar. 31, 2023 | 26,074,595 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (1,186,307) | $ (800,928) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Amortization expense | 23,729 | 16,245 |
Lease expense | 12,799 | |
Depreciation expense | 5,037 | 4,972 |
Stock options expense | 384,441 | 138,446 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 80,612 | (324,681) |
Accounts payable | (92,174) | 99,808 |
Lease liability | (12,799) | |
Accrued expenses | 90,686 | (51,005) |
Net cash used in operating activities | (693,976) | (917,143) |
Cash flows used in investing activities | ||
Additions to intellectual property | (57,484) | (77,758) |
Additions to furniture and equipment | (7,800) | |
Net cash flows used in investing activities | (57,484) | (85,558) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock | 180,000 | |
Borrowing on debt from related party | 450,000 | |
Net cash provided by financing activities | 630,000 | |
Net change in cash and cash equivalents | (121,460) | (1,002,701) |
Cash and cash equivalents, beginning of period | 219,781 | 3,588,377 |
Cash and cash equivalents, end of period | $ 98,321 | $ 2,585,676 |
NATURE OF BUSINESS AND SUMMARY
NATURE OF BUSINESS AND SUMMARY OF BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [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. (“we”, “our”, the “Company”, “CQENS”) 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 quarter of 2023 the effects of the COVID-19 pandemic were still felt by the Company. In addition, in the U.S. the Federal Reserve has begun raising interest rates sharply, the continuation of which could lead to a recession. We expect that any continued recessionary conditions Basis of Presentation Basis of Presentation Recent Accounting Pronouncements |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN The Company’s financial statements are prepared in accordance with United States 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, with limited cash resources, with renewed research and development efforts and with no source of revenue sufficient to cover its operations costs over 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. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 3 – STOCKHOLDERS’ EQUITY On February 16, 2023, we sold 7,500 150,000 On March 9, 2023, we sold 1,500 30,000 For the three month period ended March 31, 2023 stock option expense totaled $ 384,441 138,446 There was no As of March 31, 2023, the Company had 26,074,595 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS We maintain our corporate offices at 5550 Nicollet Avenue, Minneapolis, MN 55419. We lease the premises on a month-to-month basis from 5550 Nicollet, LLC, a company owned by Mr. Chong. Rent for each of the first quarters of 2023 and 2022 was $ 2,325 1,550 During the first quarter of 2023 the Company borrowed $ 450,000 During the first quarter of 2023 the Company paid $381 to Plexus International, a common control entity for accounting services. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2023 | |
Leases | |
LEASES | Note 5 – LEASES In March 2022 we entered into a three-year lease agreement commencing April 15, 2022 through April 30, 2025 at an initial annual rate of $ 57,400 4,800 375 5,175 62,100 We account for our leases under ASC 842, Leases, which requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations. We elected the expedients permitted under the transition guidance that retained lease classification and initial direct costs for any leases that existed prior to adoption of the standard. We categorized leases with terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow us to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment, net. All other leases are categorized as operating leases. We did not have any finance leases as of March 31, 2023. Our lease for property is for three years. We elected the accounting policy to include both the lease and non-lease components of our agreements as a single component and account for them as a lease. Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the lease. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost over the lesser of their expected useful life or the lease term. When we have options to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that we will exercise the option, we consider these options in determining the classification and measurement of the lease. Costs associated with the operating lease are recognized on a straight-line basis within operating expenses over the term of the lease. The following table presents the lease-related asset and liability recorded on the balance sheets: SCHEDULE OF LEASE RELATED ASSETS AND LIABILITIES March 31, 2023 Assets Leasehold improvement, net $ 13,075 Operating lease asset $ 113,436 Liabilities Current Operating lease liabilities $ 57,217 Noncurrent Operating lease liabilities $ 56,219 Supplemental cash flow information related to leases were as follows: SCHEDULE OF CASH FLOW INFORMATION RELATED LEASE Three Months Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 12,799 The table below present the remaining lease terms and discount rates for operating lease. SCHEDULE OF REMAINING LEASE TERMS AND DISCOUNT RATES March 31, 2023 Weighted-average remaining lease term Operating lease 2.08 Weighted-average discount rate Operating lease 5.25 % Maturities of lease liabilities as of March 31, 2023, were as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Operating Lease 2023 (nine months remaining) 42,676 2024 59,324 2025 20,476 Thereafter - Total lease payments 122,476 Less: amount of lease payments representing interest (12,504 ) Present value future minimum lease payments $ 113,436 Less: current obligations under lease (57,217 ) Non-current obligations $ 56,219 |
PREPAID EXPENSE _ NONCURRENT PO
PREPAID EXPENSE – NONCURRENT PORTION | 3 Months Ended |
Mar. 31, 2023 | |
Prepaid Expense Noncurrent Portion | |
PREPAID EXPENSE – NONCURRENT PORTION | NOTE 6 - PREPAID EXPENSE – NONCURRENT PORTION Effective July 13, 2022 the Company entered into a manufacturing contract with Montrade S.p.A., (“Montrade”) a company based in Bologna, Italy, for Montrade to manufacture and install the consumable manufacturing equipment. The Company made an initial payment of $ 589,265 1,086,465 130,948 458,317 458,317 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 7 – SUBSEQUENT EVENTS On May 1, 2023 the three 375 5,175 62,100 Effective as of the date of the filing of this report, we have borrowed an additional $ 250,000 from Xten Capital Group, a common control entity. The loan is due upon demand and is non-interest bearing. |
NATURE OF BUSINESS AND SUMMAR_2
NATURE OF BUSINESS AND SUMMARY OF BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business CQENS Technologies, Inc. (“we”, “our”, the “Company”, “CQENS”) 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 quarter of 2023 the effects of the COVID-19 pandemic were still felt by the Company. In addition, in the U.S. the Federal Reserve has begun raising interest rates sharply, the continuation of which could lead to a recession. We expect that any continued recessionary conditions |
Basis of Presentation | Basis of Presentation Basis of Presentation |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases | |
SCHEDULE OF LEASE RELATED ASSETS AND LIABILITIES | The following table presents the lease-related asset and liability recorded on the balance sheets: SCHEDULE OF LEASE RELATED ASSETS AND LIABILITIES March 31, 2023 Assets Leasehold improvement, net $ 13,075 Operating lease asset $ 113,436 Liabilities Current Operating lease liabilities $ 57,217 Noncurrent Operating lease liabilities $ 56,219 |
SCHEDULE OF CASH FLOW INFORMATION RELATED LEASE | Supplemental cash flow information related to leases were as follows: SCHEDULE OF CASH FLOW INFORMATION RELATED LEASE Three Months Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 12,799 |
SCHEDULE OF REMAINING LEASE TERMS AND DISCOUNT RATES | The table below present the remaining lease terms and discount rates for operating lease. SCHEDULE OF REMAINING LEASE TERMS AND DISCOUNT RATES March 31, 2023 Weighted-average remaining lease term Operating lease 2.08 Weighted-average discount rate Operating lease 5.25 % |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | Maturities of lease liabilities as of March 31, 2023, were as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Operating Lease 2023 (nine months remaining) 42,676 2024 59,324 2025 20,476 Thereafter - Total lease payments 122,476 Less: amount of lease payments representing interest (12,504 ) Present value future minimum lease payments $ 113,436 Less: current obligations under lease (57,217 ) Non-current obligations $ 56,219 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | ||||
Mar. 09, 2023 | Feb. 16, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Equity [Abstract] | |||||
Sale of stock transaction, shares | 1,500 | 7,500 | 0 | ||
Sale of stock transaction, value | $ 30,000 | $ 150,000 | |||
Share based compensation | $ 384,441 | $ 138,446 | |||
Common stock, shares issued | 26,074,595 | 26,065,595 | |||
Common stock, shares outstanding | 26,074,595 | 26,065,595 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Proceeds from repayments of related party loan | $ 450,000 | |
Five Thousand Five Hundred And Fifty Nicollet LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Payments for rent | 2,325 | $ 2,325 |
Nicollet LLC [Member] | Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Rent due to related party | 1,550 | |
Xten Capital Group [Member] | ||
Related Party Transaction [Line Items] | ||
Proceeds from repayments of related party loan | $ 450,000 |
SCHEDULE OF LEASE RELATED ASSET
SCHEDULE OF LEASE RELATED ASSETS AND LIABILITIES (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Leases | ||
Leasehold improvement, net | $ 13,075 | $ 14,644 |
Operating lease asset | 113,436 | 126,235 |
Operating lease liabilities | 57,217 | 52,217 |
Operating lease liabilities | $ 56,219 | $ 74,018 |
SCHEDULE OF CASH FLOW INFORMATI
SCHEDULE OF CASH FLOW INFORMATION RELATED LEASE (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Leases | |
Operating cash flows from operating leases | $ 12,799 |
SCHEDULE OF REMAINING LEASE TER
SCHEDULE OF REMAINING LEASE TERMS AND DISCOUNT RATES (Details) | Mar. 31, 2023 |
Leases | |
Weighted-average remaining lease term, Operating lease | 2 years 29 days |
Weighted-average discount rate, Operating lease | 5.25% |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Leases | ||
2023 (nine months remaining) | $ 42,676 | |
2024 | 59,324 | |
2025 | 20,476 | |
Thereafter | ||
Total lease payments | 122,476 | |
Less: amount of lease payments representing interest | (12,504) | |
Present value future minimum lease payments | 113,436 | |
Less: current obligations under lease | (57,217) | $ (52,217) |
Non-current obligations | $ 56,219 | $ 74,018 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 1 Months Ended | |
May 01, 2023 | Mar. 31, 2022 | |
Subsequent Event [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lease annual rate | $ 62,100 | |
Increase to annual rent | 375 | |
Lease monthly installments | $ 5,175 | |
Lease Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lease annual rate | $ 57,400 | |
Payments for rent | $ 4,800 |
PREPAID EXPENSE _ NONCURRENT _2
PREPAID EXPENSE – NONCURRENT PORTION (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jul. 11, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Service expenses | $ 1,182,946 | $ 800,928 | ||
Manufacturing expenses | $ 458,317 | |||
Prepaid expenses noncurrent | $ 458,317 | 458,317 | ||
Montrade S.p.A. [Member] | ||||
Payments to acqiured equipment | $ 589,265 | |||
Service expenses | $ 130,948 | |||
Montrade S.p.A. [Member] | Maximum [Member] | ||||
Payments to acqiured equipment | $ 1,086,465 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |
May 01, 2023 | Apr. 30, 2023 | |
Subsequent Event [Line Items] | ||
Lease term | 3 years | |
Increased to rent | $ 375 | |
Lease monthly installments | 5,175 | |
Lease annual rate | $ 62,100 | |
Proceeds from (Repayments of) Debt | $ 250,000 |