UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the Quarterly period ended September 30, 2017

or

For the transition period from __________________ to __________________

Commission file number: 000-55470

VapAria Corporation

(Exact nameName of registrantRegistrant as specifiedSpecified in its charterCharter)

(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)

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 [  ] No

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

[X] Yes [  ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company:

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

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 75,260,00075,310,000 shares of common stock are issued and outstanding as of November 8, 2017.August 6, 2019.

TABLE OF CONTENTS

CAUTIONARY STATEMENT 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:

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, 20162018 as filed on March 29, 2019 (the “2018 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,” “we,” “our,” “us,” and similar terms refers to VapAria Corporation, a Delaware corporation, and our wholly-owned subsidiary VapAria Solutions Inc., a Minnesota corporation (“VapAria Solutions”). In addition, “third“second quarter 2017”2019” refers to the three months ended SeptemberJune 30, 2017, “third2019, “second quarter 2016”2018” refers to the three months ended SeptemberJune 30, 2016, “2017”2018, “2019” refers to the year ending December 31, 20172019 and “2016”“2018” refers to the year ended December 31, 2016.2018.

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

PART 1 – FINANCIAL INFORMATION

Item 1. Financial StatementsStatements.

VapAria Corporation

Consolidated Balance Sheets

See accompanying notes to unaudited consolidated financial statements

VapAria Corporation

Consolidated Statements of Operations

(Unaudited)

See accompanying notes to unaudited consolidated financial statements

VapAria Corporation

Consolidated Statement of Changes in Stockholders’ Deficit

For the nine months ended September 30, 2017

(Unaudited)

See accompanying notes to unaudited consolidated financial statements

VapAria Corporation

Consolidated Statements of Cash FlowsOperations

(Unaudited)

See accompanying notes to unaudited consolidated financial statements

VapAria Corporation

Consolidated Statements of Changes in Stockholders’ Deficit

For the three and six months ended June 30, 2019 and 2018

(Unaudited)

See accompanying notes to unaudited consolidated financial statements

VapAria Corporation

Consolidated Statements of Cash Flows

(Unaudited)

See accompanying notes to unaudited consolidated financial statements

VapAria Corporation

Notes to Unaudited Consolidated Financial Statements

SeptemberJune 30, 20172019

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

Nature of Business

VapAria Corporation (“we”, “our”, 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 specialty pharmaceutical company engaged in the research, design and development of methods and medicants to address chronic conditions with novel, vapor-centric approaches to pain management, appetite suppression, smoking cessation and various sleep disorders.

The Company has limited operations and, while our executive officers devote a substantial amount of their time to the Company without cash compensation, as of SeptemberJune 30, 2017, we2019, had no employees.

The Company has a fiscal year end of December 31.

Basis of presentationPresentation

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 SeptemberJune 30, 20172019 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, 20162018 audited financial statements contained in its Annual Report on Form 10K as filed with the Securities and Exchange Commission on April 17, 2017.statements. The results of operations for the period ended SeptemberJune 30, 20172019 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 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 pronouncementsguidance 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 terms of 12 months or less. The Company’s existing lease has 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 – No recent accounting standards issued orStock 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 has had, or are expected tofor 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 a materialan impact on the Company’s consolidated financial statements.

NOTE 2 – GOING CONCERN

The Company’s financial statements are prepared in accordance with generally accepted accounting principlesGAAP 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, has limited cash and no source of revenue sufficient to cover its operationsoperating costs and 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 – STOCKHOLDER’S EQUITY

On June 30, 2017, the Company paid an annual dividend of 50,000 shares of common stock to the sole shareholder of our Series A Preferred Stock, Chong Corporation, a related entity.

As of September 30, 2017, the Company had 75,260,000 shares of common stock issued and outstanding.

NOTE 43 – RELATED PARTY TRANSACTIONS

During the ninefirst six months ended SeptemberJune 30, 20172019, the Company borrowed an aggregate of $131,000$37,000 from Chong Corporation, a relatedcommon control entity. The balance outstanding at SeptemberJune 30, 20172019 due Chong Corporation is $518,544.$664,044. 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 affiliate of Mr. Chong, having renewed the lease in December 2018 for an additional 12-month term at an annual rental of $9,180$9,300 with expiration on December 31, 2017.2019. Rent was $6,885$4,650 for the nine-monththis six-month period in 2017 compared to $6,750 in 2016.both 2019 and 2018. As of SeptemberJune 30, 2017, $6,8852019, $6,975 is due to 5550 Nicollet LLC.

NOTE 54 – NOTE PAYABLE

As of SeptemberJune 30, 2017,2019, the Company has a note payable in the amount of $50,000 due to an individual. The note was issued on May 30, 2013 and bears eight per cent (8%) annual interest. ItThe note was amended with an August 31, 2018 due date which was further extended to July 1, 2014, then to DecemberJanuary 31, 2014, then to June 30, 2015, then to December2019. On January 31, 2015, then June 30, 2016, to December 31, 20162019 the maturity date of the principal and thenaccrued interest on the note was further extended to August 31, 2017. The note was again amended in August 2017 to extend the maturity date for both the principal and interest to December 31, 2017.2019.

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

NOTE 65 – CONVERTIBLE NOTE

The Company assumed an unsecured convertible note for $40,000 that was issued on July 14, 2014 as part of the acquisition of VapAria Solutions. TheFollowing amendment to the date of maturity, the note matures on DecemberAugust 31, 20172019 and bearscontinues 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, “Derivatives“Derivatives 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 to December 1, 2014. On December 1, 2014, the Company extended the note again to December 31, 2015. On December 31, 2015, the noteon numerous occasions and was extended to July 31, 2016. On December 31, 2016, it wasrecently extended to August 31, 2017. On August 16, 2017 the note was extended to December 31, 2017.2019. The Company analyzed the modification of the term under ASC 470-60 “Trouble“Trouble Debt Restructurings”Restructurings” and ASC 470-50 “Extinguishment“Extinguishment of Debt”Debt”. The Company determined the modification is not substantial and the transaction should not be accounted for as an extinguishment of debt.with the old debt written off and the new debt initially recorded at fair value with a new effective interest rate.

NOTE 76 – COMMITMENT AND CONTINGENCIES

Relating to theThe December 2013 License Agreement with Chong Corporation, a related party,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 agreement with Chong Corporation also requires us to pay for the costs associated with maintaining the patent applications and patents licensed to us. For the ninesix months ended SeptemberJune 30, 2017, there were no reimbursable costs.2019 and 2018 Chong did not report that it incurred any costs associated with this December 2013 License Agreement.

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 ninesix months ended SeptemberJune 30, 20172019 and 20162018 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-lookingforward looking statements as a resultbecause of a number ofseveral 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 Annual Report on Form2018 10-K, for the year ended December 31, 2016, 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 pioneers in the industry and having had 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 was 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 20162018 and into the first half of 2019, in addition to discussions with third quarter of 2017,party financing sources, we have been engagedcontinued to engage in substantive discussions with several international companies which have expressed interest in our licensed technology in pursuit of this strategy. During the second and third quarters of 2017, theseThese discussions have involved demonstrations of our fully functional, programmable prototypes and discussions of terms related to licensing and product development agreements that would provide a combination of upfront payments and ongoing royalties. While no definitive agreements have been reached, our discussions continue with certain of these parties under standard non-disclosure agreements.prototypes.

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 prototypes and are scheduling pre-clinical assessments for the prototypes. In the first ninesix months of 2017 and 20162019 we spent $51,261 and $95,172, respectively, inhad 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, or we are unable to secure licensing and product development agreements that would provide for upfront payments, 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 SeptemberJune 30, 2017,2019, totaled $518,544. Our management has worked without cash compensation.$664,044. In the first ninesix months of 2017,2019, the loan increased by $131,000,$37,000 and these proceeds were used to pay expenses associated with research, development and design, patent protection prosecution activities and 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. If we are unable to secure licensing and product development agreements that would provide for upfront payments, weOur 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.

In addition, if we are successful in securing licensing and product development agreements we expect that the structure of the possible future agreements would provide upfront payments. We may also seek to raise the necessary 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 ninesix months of 20172019 we reported a net loss of $126,730$49,448 and net cash used in operations of $132,342$35,885 compared to a net loss of $183,268$52,535 and net cash used in operations of $167,456$42,530 for the first ninesix months of 2016.2018. At SeptemberJune 30, 2017,2019, we had cash on hand of $3,142$2,592 and an accumulated deficit of $1,539,279.$2,211,619. The report of our independent registered public accounting firm on our consolidated financial statements for the year ended December 31, 20162018 contains an explanatory paragraph regarding our ability to continue as a going concern based upon our minimal cash and no source of revenues which are sufficient to cover our operating costs. These factors, among others, raise substantial doubt about our ability to continue as a going concern. 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 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 any of the 20172019 or 20162018 periods. Our total operating expenses for the thirdsecond quarter of 20172019 and the ninesix months then ended decreased 25.5%2.0% and 32.0%,6.5% respectively, over those reported in the comparable 20162018 periods. General and administrative expenses, which include amortization, rent, and website hosting expenses, decreased 8.9%1.2% in the thirdsecond quarter of 20172019 from the comparable period in 2016,2018 and were essentially flatshowed an overall increase of 1% for the first ninesix months of 2017 as compared to the first ninesix months of 2016.

2018.

Research and development expenses decreased 33.9% and 46.1%were not incurred in the thirdsecond quarter 2017of 2019 or 2018. The first six months of 2019 also showed no research and the nine months then ended when compared to thedevelopment expenses versus $5,027 in this same periodsperiod in the prior year which2018. This reduction is directly attributable to higher coststhe progress made in the earlier periods related to prototype development.this area. Professional fees declined by 15.0%2.5% in the thirdsecond quarter of 20172019 compared to the third quarter of 2016, and declined 19.8%2018 but rose 5.9% for the ninesix months ended SeptemberJune 30, 20172019 from the comparable period in 2016, both of which are directly attributable2018. The increase in financial audit fees contributed to higher legalthis overall increase in professional fees in the earlier periods.

2019 when compared to 2018.

We do 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 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 SeptemberJune 30, 2017,2019, we had $3,142$2,592 in cash and cash equivalents and a working capital deficit of $644,237,$801,094 as compared to $4,484$1,477 in cash and cash equivalents and a working capital deficit of $530,620$760,388 at December 31, 2016.2018. Our current liabilities increased $110,928$44,221 from December 31, 2016,2018, reflecting increases in interest payable, accounts payable and in the loan amount from a related party while partially offset by our decrease in accounts payable.party. Our sole source of operating capital during the first ninesix months of 20172019 came from additional borrowing from a related party which lentloaned us an additional $131,000.$37,000.

We do not have any commitments for capital expenditures. Our working capital is not sufficient to fund our operations for at least the next 12 months and to satisfy our obligations as they become due. On August 31, 2017,In January 2019, the holder of a $50,000, principal amount, note agreed to the extension of the due date of the note from January 31, 2019 to August 31, 2017 to December 31, 2017. The remaining2019. In January 2019 the holder of a $40,000 convertible note, in the principal amount, of $40,000 isand convertible into 500,000 shares of our common stock at the option of the holder, and has now been extendedagreed to Decemberan extension to the due date of the convertible note from January 31, 2017.2019 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. If we are unable to repay the notes at year end 2017, we anticipate that the holders will extend under the terms and conditions of earlier extensions, but there are no agreements to do so at the time of this filing. We also owe a related party $518,544$664,044 which is due on demand. We do not have the funds necessary to repay these obligations or to fund 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, we will need to raise between $1,000,000 and $2,000,000 in additional capital during the next 12 months if we are unable to secure licensing and product development agreements.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. In that event, our ability to continue as a going concern is in jeopardy.

Net Cash Used in Operating ActivitiesSummary of cash flows

We

Our cash used $132,342 of cash in our operating activities duringdeclined 15.6% in the first ninesix months of 2017 as2019 compared to $167,456 used by our operating activities for the first ninesix months of 2016. The higher levels reported2018. During the first six months of 2019 and 2018 we used the cash primarily to fund our net loss in 2016 were due to costs associated with the initial development of our prototypes.period.

Net Cash Provided by (Used in) Investing Activities

There was noDuring the each of the first six months of 2019 and 2018 net cash provided by (used in) investingfinancing activities in either the first nine months of 2017 or 2016.

Net Cash Provided by Financing Activities

Net cash provided by financing consisted of $131,000 in proceeds from borrowings from Chong Corporation, a related entity, during the first nine months of 2017 as compared to $166,000 in borrowings from Chong Corporation in the comparable period of 2016.

entity.

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 revenue recognition, accounts receivable allowances andthe 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 20162018 appearing in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 17, 2017.2018 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, measured 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 accounting with the lessee accounting model. This standard is now effective 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 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. The Company has implemented all new relevant accounting pronouncements that are in effect through the dateCompany’s adoption of these financial statements. The pronouncementsASU 2018-07 did not have any materialan impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on itsCompany’s consolidated financial position or results of operations.statements.

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 Annual Report on Form 10-K for the year ended December 31, 2016.2018 10-K. 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 the next 12 to 18 months2019 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 discussed in Part I, Item 1A in our Annual Report on Form2018 10-K for the year ended December 31, 2016 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. The factors, risks and uncertainties identified in these cautionary statements are in addition to those contained in any other cautionary 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.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable to our company’s operations.

Item 5. Other Information.

On August 16, 2017, the holder of a $40,000 principal amount convertible note agreed to the extension of the due date of the note from August 31, 2017 to December 31, 2017; and on August 31, 2017, the holder of a $50,000 principal amount note agreed to the extension of the due date of the note from August 31, 2017 to December 31, 2017.None.

Item 6. Exhibits.

* filed herewith