Oxygen Therapy 10-Q 15 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 14, 2017
Document And Entity Information
Entity Registrant Name	Oxygen Therapy, Inc.
Entity Central Index Key	1,685,616
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		19,943,131
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,017

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Current assets:
Cash	$ 164,312	$ 325,381
Total current assets	164,312	325,381
Non-current Assets:
Intellectual Property, Net	8,930	10,000
Total non-current assets	8,930	10,000
Total assets	173,242	335,381
Current liabilities:
Accounts payable and accrued expenses	172,933	67,232
Loans from related party	15,000	15,000
Total current liabilities	187,933	82,232
Commitments and contingencies
Stockholders’ equity (deficit):
Preferred stock, $0.001 par value; 5,000,000 shares authorized, none issued and outstanding
Common stock, $0.001 par value; 100,000,000 shares authorized; 19,943,131 issued and outstanding as of September 30, 2017, and 22,698,131 issued and outstanding as of December 31, 2016	19,943	22,698
Additional paid in capital	692,188	449,933
Accumulated deficit	(726,822)	(219,482)
Total stockholders’ equity (deficit)	(14,691)	253,149
Total liabilities and stockholders’ equity (deficit)	$ 173,242	$ 335,381

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	19,943,131	22,698,131
Common stock, shares outstanding	19,943,131	22,698,131

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		4 Months Ended	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2016	Sep. 30, 2017
Operating expenses:
General and administrative	$ 127,912	$ 92,126	$ 96,033	$ 505,925
Total operating expenses	127,912	92,126	96,033	505,925
Loss from operations	(127,912)	(92,126)	(96,033)	(505,925)
Other (expense):
Interest expense	(206)	(3,416)	(3,416)	(572)
Net loss before provision for income taxes	(128,118)	(95,542)	(99,449)	(506,497)
Provision for income taxes				(843)
NET LOSS	$ (128,118)	$ (95,542)	$ (99,449)	$ (507,340)
Loss per common share, basic and diluted	$ (0.01)	$ 0	$ (0.01)	$ (0.02)
Weighted average number of common shares outstanding, basic and diluted	19,942,044	22,336,538	22,232,793	20,537,215

Condensed Statement of Changes

Condensed Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - 9 months ended Sep. 30, 2017 - USD ($)	Common Stock [Member]	Additional Paid In Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2016	$ 22,698	$ 449,933	$ (219,482)	$ 253,149
Balance, shares at Dec. 31, 2016	22,698,131
Common shares repurchased from officer	$ (3,000)	2,500		(500)
Common shares repurchased from officer, shares	(3,000,000)
Stock Based Compensation	$ 75	74,925		$ 75,000
Stock Based Compensation, shares	75,000			170,000
Sale of common stock and warrants at $1.00 per share	$ 170	169,830		$ 170,000
Sale of common stock and warrants at $1.00 per share, shares	170,000
Issuance Cost		(5,000)		(5,000)
Net loss			(507,340)	(507,340)
Balance at Sep. 30, 2017	$ 19,943	$ 692,188	$ (726,822)	$ (14,691)
Balance, shares at Sep. 30, 2017	19,943,131

Condensed Statement of Changes6

Condensed Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) (Parenthetical)	Sep. 30, 2017$ / shares
Statement of Stockholders' Equity [Abstract]
Sale of common stock and warrants price per share	$ 1

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	4 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (99,449)	$ (507,340)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,070
Stock based compensation	24,500	75,000
Common stock issued in settlement of interest	3,131
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	48,489	105,201
Net cash used in operating activities	(23,329)	(326,069)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in Intellectual Capital	(10,000)
Net cash used for investing activities	(10,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan from Related Party	15,000
Proceeds from sale of common stock	335,000	165,000
Net cash provided by financing activities	350,000	165,000
Net increase (decrease) in cash	316,671	(161,069)
Cash, beginning of period		325,381
Cash, end of period	316,671	164,312
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid
Income taxes paid		$ 843

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the preparation of the accompanying unaudited condensed financial statements follows. Business and Basis of Presentation Oxygen Therapy, Inc. (the “Company”, “we”, “us”, “our”) was incorporated on May 20, 2016 under the laws of the State of Delaware. The Company efforts are principally devoted to developing a products as alterative solution to red blood cell transfusions as well as for use in the treatment of other critical care conditions. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. The unaudited condensed interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The condensed balance sheet as of December 31, 2016 has been derived from audited financial statements. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of results that may be expected for the year ending December 31, 2017. These condensed financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2016 filed with the Company's Form S-1/A with the Securities and Exchange Commission on May 8, 2017. Cash For purposes of the Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Net Loss per Common Share, basic and diluted The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share as of September 30, 2017 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average estimated market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share were 465,831 warrants to purchase the Company’s common stock. Stock Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash. As of September 30, 2017, there were no outstanding stock options. Income Taxes The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of derivative liability and stock compensation accounting versus tax differences. Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. From May 20, 2016 (date of inception) through September 30, 2017, the Company did not incur significant research and development expenses. Fair Value Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined, and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. Recent Accounting Pronouncements There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.

Going Concern and Management's

Going Concern and Management's Liquidity Plans	9 Months Ended
	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern and Management's Liquidity Plans	NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of September 30, 2017, the Company had cash of $164,312 and a negative working capital of $23,621. From May 20, 2016 (date of inception) through September 30, 2017, the Company has not yet generated any revenues, and has incurred net losses of $726,822. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. From May 20, 2016 (date of inception) through September 30, 2017, the Company raised $240,000 in cash proceeds from the issuance of convertible notes, $370,000 from the sale of common stock and $15,000 from related party loans. The Company is aware that its current cash on hand will not be sufficient to fund its projected operating requirements through the month of November 2017 and is pursuing alternative opportunities to funding. The Company’s primary source of operating funds since inception has been cash proceeds from private placements of convertible debt, common stock and loans from related parties. The Company intends to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. Accordingly, the accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2017
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 3 – RELATED PARTY TRANSACTIONS The Company has received loans from related parties in the aggregate amount of $15,000 for working capital purposes. The unsecured loans bear interest at 5.5% per annum and are due upon demand.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2017
Equity [Abstract]
Stockholders' Equity	NOTE 4 – STOCKHOLDERS’ EQUITY Preferred stock The Company is authorized to issue 5,000,000 shares of $0.001 par value preferred stock. As of September 30, 2017, no shares have been designated nor issued. Common stock The Company is authorized to issue 100,000,000 shares of $0.001 par value common stock. As of September 30, 2017. The Company has 19,943,131 shares issued and outstanding. During the nine months ended September 30, 2017, the Company has issued 245,000 shares of its common stock and 15,000 warrants to purchase the Company’s common stock at $1.20 per share for 5 years for cash net proceeds of $165,000 for 170,000 shares of common stock, and 75,000 common shares in the form of stock compensation with a fair value of $75,000. The Company claims an exemption from the registration requirements of the Securities Act of 1933 (the "Securities Act") for the private placement of these securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act. All investors are accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act. Stock Incentive Plan The board of directors authorized the Oxygen Therapy, Inc. Stock Incentive Plan (the “Plan”) in May 2016. The Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other awards which may be granted singly, in combination, or in tandem, and which may be paid in cash or shares of common stock up to 5,000,000 shares for use to compensate and incentivize employees, consultants, board members and members of the Company’s scientific advisory board. As of September 30, 2017, no shares or options have been granted under the Stock Incentive Plan. Warrants The following table summarizes information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable, through September 30, 2017, as follows: Exercise Price Number Outstanding Expiration Date $ 1.20 253,131 August 2021 $ 1.20 85,000 September 2021 $ 1.20 20,000 October 2021 $ 1.20 92,700 December 2021 $ 1.20 10,000 January 2022 $ 1.20 5,000 April 2022 During the nine months ended September 30, 2017, the Company has issued 15,000 warrants to purchase the Company’s common stock at $1.20 per share, expiring five years from the date of issuance, as part of the sales agreement of the Company’s common stock. A summary of the warrant activity from January 1, 2017 through September 30, 2017 is as follows: shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2016 450,831 $ 1.20 4.8 $ - Grants 15,000 $ 1.20 5.0 $ - Exercised - Canceled - Outstanding at September 30, 2017 465,831 $ 1.20 4.0 $ - Vested and expected to vest at September 30, 2017 465,831 $ 1.20 4.0 $ - Exercisable at September 30, 2017 465,831 $ 1.20 4.0 $ - The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on warrants with an exercise price less than the Company’s estimated fair value of its common stock of $1.00 as of September 30, 2017, which would have been received by the warrant holders had those warrant holders exercised their warrants as of that date.

Stand-by Equity Distribution Ag

Stand-by Equity Distribution Agreement	9 Months Ended
	Sep. 30, 2017
Stand-by Equity Distribution Agreement
Stand-by Equity Distribution Agreement	NOTE 5 – STAND-BY EQUITY DISTRIBUTION AGREEMENT On May 16, 2017, the Company entered into a Standby Equity Distribution Agreement (“SEDA”) where the investor commits to; (1) purchase 125,000 shares at $1.00 per share once the company’s S/1 is declared effective by the SEC (2) purchase 125,000 shares at $1.00 per share once the company is listed on an OTC exchange, and (3) over a period of 3 years purchase up to $2,500,000 shares at 95% of the Market Price, but not more than 4.99% of outstanding shares. The costs involved to establish the SEDA where (1) $5,000 in Due Diligence fee recorded as issuance costs. As commitment fee for the SEDA, the Company (2) issued 75,000 shares of its common stock valued at $1.00 per share, while (3) the remaining $50,000, to be paid six months upon validated agreement, are recorded as accrued liability.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 6 – COMMITMENTS AND CONTINGENCIES Employment contracts The Company’s executive officers have entered employment contracts and confidentiality, non-disclosure and assignment of invention agreements. The employment agreements do not provide for the payment of any compensation to our executive officers but provide for the payment of $100,000 in severance upon termination of employment without cause and make no provisions for any payment upon a change of control. Litigation In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Legal fees for such matters are expensed as incurred and we accrue for adverse outcomes as they become probable and estimable.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2017
Subsequent Events [Abstract]
Subsequent Events	NOTE 7 – SUBSEQUENT EVENTS The Company has evaluated events from September 30, 2017 through the date the financial statements were issued. There were no subsequent events that need disclosure.

Summary of Significant Accoun15

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Business and Basis of Presentation	Business and Basis of Presentation Oxygen Therapy, Inc. (the “Company”, “we”, “us”, “our”) was incorporated on May 20, 2016 under the laws of the State of Delaware. The Company efforts are principally devoted to developing a products as alterative solution to red blood cell transfusions as well as for use in the treatment of other critical care conditions. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. The unaudited condensed interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The condensed balance sheet as of December 31, 2016 has been derived from audited financial statements. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of results that may be expected for the year ending December 31, 2017. These condensed financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2016 filed with the Company's Form S-1/A with the Securities and Exchange Commission on May 8, 2017.
Cash	Cash For purposes of the Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.
Net Loss Per Common Share, Basic and Diluted	Net Loss per Common Share, basic and diluted The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share as of September 30, 2017 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average estimated market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share were 465,831 warrants to purchase the Company’s common stock.
Stock Based Compensation	Stock Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash. As of September 30, 2017, there were no outstanding stock options.
Income Taxes	Income Taxes The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of derivative liability and stock compensation accounting versus tax differences.
Research and Development	Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. From May 20, 2016 (date of inception) through September 30, 2017, the Company did not incur significant research and development expenses.
Fair Value	Fair Value Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined, and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value.
Recent Accounting Pronouncements	Recent Accounting Pronouncements There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2017
Equity [Abstract]
Schedule of Warrants Outstanding	The following table summarizes information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable, through September 30, 2017, as follows: Exercise Price Number Outstanding Expiration Date $ 1.20 253,131 August 2021 $ 1.20 85,000 September 2021 $ 1.20 20,000 October 2021 $ 1.20 92,700 December 2021 $ 1.20 10,000 January 2022 $ 1.20 5,000 April 2022
Schedule of Warrant Activity	A summary of the warrant activity from January 1, 2017 through September 30, 2017 is as follows: shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2016 450,831 $ 1.20 4.8 $ - Grants 15,000 $ 1.20 5.0 $ - Exercised - Canceled - Outstanding at September 30, 2017 465,831 $ 1.20 4.0 $ - Vested and expected to vest at September 30, 2017 465,831 $ 1.20 4.0 $ - Exercisable at September 30, 2017 465,831 $ 1.20 4.0 $ -

Summary of Significant Accoun17

Summary of Significant Accounting Policies (Details Narrative)	9 Months Ended
	Sep. 30, 2017shares
Accounting Policies [Abstract]
Potentially dilutive securities excluded from the computation of basic and diluted net loss per share	465,831
Stock options outstanding

Going Concern and Management'18

Going Concern and Management's Liquidity Plans (Details Narrative) - USD ($)	3 Months Ended		4 Months Ended	9 Months Ended	16 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2017	Dec. 31, 2016	May 19, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 164,312	$ 316,671	$ 316,671	$ 164,312	$ 164,312	$ 325,381
Working capital	(23,621)			(23,621)	(23,621)
Net loss	$ (128,118)	$ (95,542)	(99,449)	(507,340)	726,822
Proceeds from convertible notes					240,000
Proceeds from the issuance of common stock			335,000	165,000	370,000
Proceeds from related party loans			$ 15,000		$ 15,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Related Party Transactions [Abstract]
Loans from related party	$ 15,000	$ 15,000
Interest rate of unsecured loan	5.50%

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($)	1 Months Ended	4 Months Ended	9 Months Ended	16 Months Ended
	May 31, 2016	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2017	Dec. 31, 2016
Preferred stock, shares authorized			5,000,000	5,000,000	5,000,000
Preferred stock, par value			$ 0.001	$ 0.001	$ 0.001
Preferred stock, shares designated
Preferred stock, shares issued
Common stock, shares authorized			100,000,000	100,000,000	100,000,000
Common stock, par value			$ 0.001	$ 0.001	$ 0.001
Common stock, shares issued			19,943,131	19,943,131	22,698,131
Common stock, shares outstanding			19,943,131	19,943,131	22,698,131
Proceeds from issuance of shares		$ 335,000	$ 165,000	$ 370,000
Number of shares issued for stock compensation, shares			170,000
Number of shares issued for stock compensation			$ 75,000
Fair value of common stock price per share			$ 1	$ 1
Stock Incentive Plan [Member]
Number of shares issued for employees benefit	5,000,000
Warrants [Member]
Number of common stock shares issued			245,000
Sale of common stock and warrants to purchase common stock			15,000	15,000
Warrants exercise price per share			$ 1.20	$ 1.20
Warrants expiration term			5 years
Number of shares issued for stock compensation, shares			75,000
Warrants One [Member]
Sale of common stock and warrants to purchase common stock			15,000	15,000
Warrants exercise price per share			$ 1.20	$ 1.20
Warrants expiration term			5 years

Stockholders' Equity - Schedule

Stockholders' Equity - Schedule of Warrants Outstanding (Details)	9 Months Ended
	Sep. 30, 2017$ / sharesshares
Range One [Member]
Exercise Price | $ / shares	$ 1.20
Number of Warrants Outstanding | shares	253,131
Expiration Date	2021-08
Range Two [Member]
Exercise Price | $ / shares	$ 1.20
Number of Warrants Outstanding | shares	85,000
Expiration Date	2021-09
Range Three [Member]
Exercise Price | $ / shares	$ 1.20
Number of Warrants Outstanding | shares	20,000
Expiration Date	2021-10
Range Four [Member]
Exercise Price | $ / shares	$ 1.20
Number of Warrants Outstanding | shares	92,700
Expiration Date	2021-12
Range Five [Member]
Exercise Price | $ / shares	$ 1.20
Number of Warrants Outstanding | shares	10,000
Expiration Date	2022-01
Range Six [Member]
Exercise Price | $ / shares	$ 1.20
Number of Warrants Outstanding | shares	5,000
Expiration Date	2022-04

Stockholders' Equity - Schedu22

Stockholders' Equity - Schedule of Warrant Activity (Details) - Warrant [Member]	9 Months Ended
	Sep. 30, 2017USD ($)$ / sharesshares
Shares Outstanding, beginning balance	450,831
Shares Outstanding, Grants	15,000
Shares Outstanding, Exercised
Shares Outstanding, Canceled
Shares Outstanding, ending balance	465,831
Shares Outstanding, Vested and expected to vest	465,831
Shares Outstanding, Exercisable	465,831
Weighted-Average Exercise Price Outstanding, beginning balance | $ / shares	$ 1.20
Weighted-Average Exercise Price Outstanding, Grants | $ / shares	1.20
Weighted-Average Exercise Price Outstanding, ending balance | $ / shares	1.20
Weighted-Average Exercise Price Outstanding, Vested and expected to vest | $ / shares	1.20
Weighted-Average Exercise Price Outstanding, Exercisable | $ / shares	$ 1.20
Weighted-Average Remaining Contractual Term, beginning	4 years 9 months 18 days
Weighted-Average Remaining Contractual Term, Grants	5 years
Weighted-Average Remaining Contractual Term, ending	4 years
Weighted-Average Remaining Contractual Term, Vested and expected to vest	4 years
Weighted-Average Remaining Contractual Term, Exercisable	4 years
Aggregate Intrinsic Value, beginning balance | $
Aggregate Intrinsic Value, Grants | $
Aggregate Intrinsic Value, ending balance | $
Aggregate Intrinsic Value, Vested and expected to vest | $
Aggregate Intrinsic Value, Exercisable | $

Stand-by Equity Distribution 23

Stand-by Equity Distribution Agreement (Details Narrative) - USD ($)	May 16, 2017	Sep. 30, 2017
Number of shares purchase price per share		$ 1
Standby Equity Distribution Agreement [Member]
Distribution Agreement, description	On May 16, 2017, the Company entered into a Standby Equity Distribution Agreement (“SEDA”) where the investor commits to; (1) purchase 125,000 shares at $1.00 per share once the company’s S/1 is declared effective by the SEC (2) purchase 125,000 shares at $1.00 per share once the company is listed on an OTC exchange, and (3) over a period of 3 years purchase up to $2,500,000 shares at 95% of the Market Price, but not more than 4.99% of outstanding shares. The costs involved to establish the SEDA where (1) $5,000 in Due Diligence fee recorded as issuance costs. As commitment fee for the SEDA, the Company (2) issued 75,000 shares of its common stock valued at $1.00 per share, while (3) the remaining $50,000, to be paid six months upon validated agreement, are recorded as accrued liability.
Number of shares purchase price per share	$ 1
Agreement term	3 years
Purchase of shares percentage	95.00%
Diligence fee	$ 5,000
Number of common stock shares issued	75,000
Accrued liability	$ 50,000
Standby Equity Distribution Agreement [Member] | Maximum [Member]
Number of shares purchase	2,500,000
Standby Equity Distribution Agreement [Member] | Upon S/1 Declared Effective by SEC [Member]
Number of shares purchase	125,000
Number of shares purchase price per share	$ 1
Standby Equity Distribution Agreement [Member] | Upon Listed on OTC Exchange Market [Member]
Number of shares purchase	125,000
Number of shares purchase price per share	$ 1

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)	9 Months Ended
	Sep. 30, 2017USD ($)
Employment Contracts [Member]
Payment of severance upon termination	$ 100,000