Water Now (WTNW) 10-Q 14 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 09, 2017
Document And Entity Information
Entity Registrant Name	Water Now, Inc.
Entity Central Index Key	1,713,909
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		30,000,000
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,017

Condensed Balance Sheets (Unaud

Condensed Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Current Assets
Cash	$ 301,955	$ 336
Accounts receivable	4,400	0
Inventory	204,294	0
Total Currents Assets	510,649	336
Other Assets
Security deposit	9,149	0
Total Assets	519,798	336
Current Liabilities
Outstanding checks in excess of bank balance	0	2,500
Accounts payable and accrued expenses	73,447	80,000
Advance from related party	59,615	21,000
Notes payable – stockholders	0	100,000
Total Liabilities	133,062	203,500
Commitments and Contingencies - Note 7
Stockholders' Equity (Deficit)
Preferred stock – no par value, 10,000,000 shares authorized, zero issued and outstanding at September 30, 2017 and December 31, 2016
Common Stock - no par value, 90,000,000 shares authorized, 30,000,000 shares and 28,349,500 shares issued as of September 30, 2017 and December 31, 2016, respectively and 30,000,000 shares and 28,349,500 shares outstanding as of September 30, 2017 and December 31, 2016, respectively	3,570,205	1,680,000
Accumulated deficit	(3,183,469)	(1,883,164)
Total Stockholders' Equity (Deficit)	386,736	(203,164)
Total Liabilities and Stockholders' Equity (Deficit)	$ 519,798	$ 336

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Common Stock, par or stated value
Common Stock, shares authorized	90,000,000	90,000,000
Common Stock, shares issued	30,000,000	28,349,500
Common Stock, shares outstanding	30,000,000	28,349,500
Preferred Stock, par or stated value
Preferred Stock, shares authorized	10,000,000	10,000,000
Preferred Stock, shares issued
Preferred Stock, shares outstanding

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2016	Sep. 30, 2017
Income Statement [Abstract]
Revenues, net	$ 4,400	$ 0	$ 0	$ 4,400
Cost of goods sold	2,400	0	0	2,400
Gross Profit	2,000	0	0	2,000
Operating expenses
Reorganization expenses	0	50,000	50,000	0
Research and development expenses	571,557	20,500	654,647	854,624
General and administrative expenses	326,615	31,256	359,609	440,681
Total operating expenses	898,172	101,756	1,064,256	1,295,305
Loss from operations	(896,172)	(101,756)	(1,064,256)	(1,293,305)
Other expense
Interest expense	(1,000)	0	0	(7,000)
Total other expense	(1,000)	0	0	(7,000)
Loss before provision for income taxes	(897,172)	(101,756)	(1,064,256)	(1,300,305)
Provision for income taxes		0	0	0
Net Loss	$ (897,172)	$ (101,756)	$ (1,064,256)	$ (1,300,305)
Loss per share
basic and fully diluted	$ (.03)	$ (.00)	$ (0.04)	$ (0.04)
Weighted-average number of shares of common stock
basic and fully diluted	29,372,413	27,035,587	26,595,337	29,382,240

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	8 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2017
Cash flows from operating activities:
Net loss	$ (1,064,256)	$ (1,300,305)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued as payment for services and employee compensation	885,000	540,175
Changes in operating working capital items:
Accounts payable and accrued expenses	20,000	(6,553)
Security deposit	0	(9,149)
Accounts receivable	0	(4,400)
Inventory	0	(204,294)
Net cash used in operating activities	(159,256)	(984,526)
Cash flows from financing activities:
Outstanding checks in excess of bank balance	0	(2,500)
Advances from related party	100,000	38,615
Issuances of common stock	125,000	1,250,030
Net cash provided by financing activities	225,000	1,286,145
Net increase in cash	65,744	301,619
Cash, beginning of period	0	65,744
Cash at end of period		301,955
Supplemental Disclosure of Interest and Income Taxes Paid:
Interest paid during the period		7,000
Income taxes paid during the period
Non-cash disclosures:
Conversion of convertible notes payable to 200,000 common shares		$ 100,000

Statements of Cash Flows (Paren

Statements of Cash Flows (Parenthetical) - shares	8 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2017
Statement of Cash Flows [Abstract]
Conversion on convertable notes	0	200,000

Basis of presentation, Backgrou

Basis of presentation, Background and Description of Business	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Basis of presentation, Background and Description of Business	1. Basis of presentation, Background and Description of Business Basis of presentation The accompanying unaudited financial statements of Water Now, Inc. (the “Company”) have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements for the period ended December 31, 2016. In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three-month period have been made. Results for the interim period presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms “Company”, “we”, “us” or “our” mean Water Now, Inc. Background and Description of Business On September 27, 2016, the Company consummated a transaction whereby VCAB One Corporation, a Texas corporation (“VCAB”), merged with and into the Company. At the time of the merger VCAB was subject to a bankruptcy proceeding and had minimal assets, no equity owners and no liabilities, except for approximately 1,500 holders of Class 5 Allowed General Unsecured Claims and a holder of allowed administrative expenses (collectively, “Claim Holders”). Pursuant to the terms of the merger, and in accordance with the bankruptcy plan, the Company issued an aggregate of 900,000 shares of common stock (the “Plan Shares”) to the Claim Holders as full settlement and satisfaction of their respective claims. As provided in the bankruptcy plan, the Plan Shares were issued pursuant to Section 1145 of the United States Bankruptcy Code. As a result of the merger, the separate corporate existence of VCAB was terminated. The Company entered into the merger in order to increase its shareholder base in order to, among other things, assist in satisfying the listing standards of a National securities exchange. The Company recorded total restructuring expenses of $615,000, including $165,000 of consulting fees in cash and $450,000 for the issuance of the Plan Shares for settlement of claims held by the Claim Holders.

Going Concern

Going Concern	9 Months Ended
	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	2. Going Concern At September 30, 2017, the Company had $301,955 in cash and had net working capital of $377,587. The Company, which generated a net loss of $1,300,305 and $1,064,256 for the nine-months ended September 30, 2017 and for the period from February 10, 2016 (inception) to September 30, 2016, respectively, may not have sufficient cash to fund its current and future operations. There is no assurance that future operations will result in profitability. No assurance can be given that management will be successful in its efforts to raise additional capital from present or future shareholders. The failure to raise additional capital needed to achieve its business plans will have a material adverse effect on the Company’s financial position, results of operations, and ability to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies and Recent Accounting Pronouncements	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies and Recent Accounting Pronouncements	3. Summary of Significant Accounting Policies and Recent Accounting Pronouncements Cash and Cash Equivalents Cash and cash equivalents consist primarily of deposit accounts with original maturities of three months or less. Inventory Inventory includes manufacturing parts and work in process for the Company’s water purification equipment. Inventories are carried at the lower of cost (on a first-in, first-out (“FIFO”) basis), or net realizable value. Use of Accounting Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The most significant estimates and assumptions made by management related to determining the value of stock-based expenses. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities for a change in tax rate is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized. The Company accounts for uncertain tax positions in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 740-10, “ Income Taxes Stock-Based Expenses The Company accounts for stock-based expenses under the provisions of ASC 718, “ Compensation—Stock Compensation The Company accounts for stock-based expenses awards to non-employees in accordance with ASC 505-50, “ Equity-Based Payments to Non-Employees The Company estimated the fair value of stock-based awards issued to employees, directors and non-employees during the period from February 10, 2016 (Inception) to September 30, 2017 based on prices paid by unrelated third-parties for the purchases of its common stock during this period, which amounted to $0.50 per share. The components of stock-based compensation related to stock awards in the Company’s Statement of Operations for the three months ended September 30, 2017 and 2016, and for the nine months ended September 30, 2017 and for the period from February 10, 2016 (Inception) to September 30, 2016 are as follows (rounded to nearest thousand): Three Months Ended Nine Months Ended For the period from February 10, 2016 (inception) to September 30, September 30, September 30, 2017 2016 2017 2016 Research and development expenses $ 362,500 $ — $ 437,500 $ 625,000 General and administrative expenses 102,675 — 102,675 260,000 Total stock-based compensation expense $ 465,175 $ — $ 540,175 $ 885,000 Research and development costs The Company expenses research and development costs as incurred in accordance with ASC 730, “ Research and Development Earnings (Loss) Per Share Basic earnings (loss) per share are computed by dividing the net income (loss) by the weighted-average number of shares of common stock and common stock equivalents such as outstanding stock options and warrants. Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method. The calculation of fully diluted earnings (loss) per share assumes the dilutive effect of the exercise of outstanding options and warrants at either the beginning of the respective period presented or the date of issuance, whichever is later. Recently Accounting Pronouncements Going Concern — In August 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-15 – “ Presentation of Financial Statements – Going Concern – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, Revenue — In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers Leases — In February 2016, the FASB issued ASU 2016-02, “ Leases Debt Issuance Costs - In April 2015, the FASB issued ASU 2015-03, “ Simplifying the Presentation of Debt Issuance Costs Stock Compensation - In March 2016, the FASB issued ASU 2016-09, “ Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting

Notes Payable _ Stockholders

Notes Payable – Stockholders	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Notes Payable – Stockholders	4. Notes Payable – Stockholders The Company had two convertible notes payable (the “Convertible Notes”) to stockholders in aggregate principal amount of $0 and $100,000 at September 30, 2017 and December 31, 2016, respectively. The Convertible Notes, which matured on August 25, 2017, bore interest at 12% per annum. The holders of the Convertible Notes exercised their option to convert the notes to common shares of the Company at maturity, at $0.50 per common share during the quarter ended September 30, 2017. The Company granted 200,000 common shares to the holders of the Convertible Notes. Based on the terms of the conversion feature, the Company had determined that the Convertible Notes did not contain a beneficial conversion feature. As such, the entire proceeds of the Convertible Notes were recorded as a liability. The interest expenses incurred and paid on the Convertible Notes was $7,000 and $0, for the nine months ended September 30, 2017 and for the period from February 10, 2016 (inception) to September 30, 2016, respectively.

Advances Due and From Related P

Advances Due and From Related Party	9 Months Ended
	Sep. 30, 2017
Related Party Transactions [Abstract]
Advances Due and From Related Party	5. Advances Due and From Related Party The Company received a non-interest bearing advance without a specified maturity date from a stockholder of the Company. The stockholder has a receivable due to the Company of $59,615 at September 30, 2017. The balance outstanding on the stockholder advance at December 31, 2016 was $21,000.

Equity Transactions

Equity Transactions	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
Equity Transactions	6. Equity Transactions From January 1 to March 31, 2017, the Company issued 500,000 shares to different investors at $0.50 per share for cash, with total proceeds of $227,000 and recorded a subscription receivable of $23,000. Prior to September 30, 2017, such subscription receivable was fully paid. From April 1 to June 30, 2017, the Company issued 590,000 shares to different investors at $0.50 per share for cash, with total proceeds of $295,000. In addition, there were 600,000 shares of common stock vested during the six months ended June 30, 2016. During the second quarter of 2017, the Company issued 150,000 shares to two employees working in research and development at the Company. The value of these shares at $0.50 per share was $75,000. In May 2017 and September 2017, the Company’s principal shareholder surrendered an aggregate of 2,779,850 shares of common stock to the Company, which were recorded as treasury stock with a $0 value. All surrendered shares were used to issue stock by the Company during the period. From July 1, 2017 to September 30, 2017, the Company issued 1,360,000 shares to different investors at $0.50 per share for cash, with total proceeds of $680,030. From July 1, 2017 to September 30, 2017, the Company issued 930,350 shares to executives, employees engaged in research and development, and certain consultants. The value of these shares at $0.50 per share was $465,175.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	7. Commitments and Contingencies Lease Commitments Operating Leases – Rental Property On September 11, 2017, the Company signed a lease agreement with Peleton Properties LLC which commenced on October 15, 2017. The lease is for a term of 36.5 months ending on October 30, 2020, and requires monthly payments of approximately $7,000. As of September 30, 2017, future minimum lease payments to Peleton Properties LLC required under the non-cancelable operating lease are as follows (rounded to nearest thousand): Year ending December 31, 2017 $ 18,000 2018 89,000 2019 92,000 2020 78,000 Total minimum payments $ 277,000 Contractual Commitments Effective as of May 1, 2016, the Company entered into a three-year employment agreement with Mark Dyos, our President. The agreement calls for monthly payments of $7,000 per month through April 2017 and $15,000 per month thereafter. The employment agreement also provided for the grant of 500,000 shares of common stock, which were fully vested for accounting purposes on January 1, 2017. The Company expensed $250,000 for these shares during the period ended December 31, 2016 in accordance with ASC 718. The employment agreement provides for an additional grant of 500,000 shares of common stock on the first day following the second month during which the Company recognizes revenue pursuant to generally accepted accounting principles. These shares were issued in September 2017. The Company expensed $250,000 for these shares during the period ended September 30, 2017 in accordance with ASC 718. The Company has entered into a two-year accounting consulting services agreement with Phil Marshall, a consultant to the Company. The accounting consulting services agreement provided for a grant of 100,000 shares of common stock, which fully vested at January 2, 2017. The Company expensed $50,000 for these shares during the period ended December 31, 2016 in accordance with ASC 505-50. The Company shall pay to Mr. Marshall 75,000 shares of common stock per each completed six months of satisfactory service. The first installment shall be payable at such time as the Company generates revenue from the sale of its products. These shares were issued in September 2017. The Company expensed $37,500 for these shares during the quarter ended September 30, 2017 in accordance with ASC 718. We may become involved in, or have been involved in, arbitrations or various other legal proceedings that arise from the normal course of our business. We cannot predict the timing or outcome of these claims and other proceedings. The ultimate outcome of any litigation is uncertain, and either unfavorable or favorable outcomes could have a material negative impact on our results of operations, balance sheets and cash flows due to defense costs, and divert management resources. Currently, except as set forth below, we are not involved in any arbitration and/or other legal proceeding that could have a material effect on our business, financial condition, results of operations and cash flows. We accrue for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Significant judgement is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. In addition, in the event we determine that a loss is not probable, but is reasonably possible, and it becomes possible to develop what we believe to be a reasonable range of possible loss, then we will include disclosure related to such a matter as appropriate and in compliance with ASC 450. The accruals or estimates, if any, are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular matter. To the extent there is a reasonable possibility that the losses could exceed the amounts already accrued, we will, as applicable, adjust the accrual in the period the determination is made, disclose an estimate of the additional loss or range of loss, indicate that the estimate is immaterial to our financial statements as a whole, or, if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made. Litigation On April 6, 2017, Cloudburst Solutions, LLC (“Cloudburst”) filed suit against the Company and David King in the 17th District Court of Tarrant County, Texas. Cloudburst alleges that the Company breached its obligations under a Manufacturing and Distribution Agreement to which the Company and Cloudburst were parties. Cloudburst also claims that the Company and Mr. King have misappropriated unspecified “intellectual property rights related to water treatment/reclamation processes.” Cloudburst seeks a declaratory judgment and unspecified damages, including $1,536,000 alleged to be owed pursuant to the Manufacturing and Distribution Agreement. The Company has filed special exceptions, and the parties have exchanged discovery requests. The Company intends to vigorously defend against the claims made by Cloudburst. The Company has not accrued any amounts for this litigation because it believes that the resolution of this uncertainty will not have a material effect on the Company’s financial condition.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2017
Income Tax Disclosure [Abstract]
Income Taxes	8. Income Taxes The Company accounts for income taxes under the liability method. Deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purpose, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized. The Company’s tax provision is determined using an estimate of an annual effective tax rate adjusted for discrete items, if any, that are taken into account in the relevant period. The 2017 and 2016 annual effective tax rate is estimated to be a combined 38% for the U.S. federal and state statutory tax rates. The Company reviews tax uncertainties in light of changing facts and circumstances and adjust them accordingly. As of September 30, 2017 and December 31, 2016, there was no tax contingencies recorded. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities recognized for financial reporting, and the amounts recognized for income tax purposes. We had a net operating loss carry-forward for federal and state tax purposes of approximately $3,183,000 at September 30, 2017, that is potentially available to offset future taxable income, which will begin to expire in the year 2036. For financial reporting purposes, no deferred tax asset was recognized because at September 30, 2017 and December 31, 2016 because management estimates that it is more likely than not that substantially all of the net operating losses will expire unused. As a result, the amount of the deferred tax assets considered realizable was reduced 100% by a valuation allowance. The change in the valuation allowance was approximately $442,000 and $68,000 for the three months ended September 30, 2017 and for the period from February 10, 2016 (inception) to September 30, 2016, respectively.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2017
Subsequent Events [Abstract]
Subsequent Events	9. Subsequent Events The Company has evaluated all material events or transactions that occurred after September 30, 2017 up to November 15, 2017, the date these financial statements were available to be issued and noted no material subsequent events which would require disclosure.

Summary of Significant Accoun16

Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Policies)	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents consist primarily of deposit accounts with original maturities of three months or less.
Inventory	Inventory Inventory includes manufacturing parts and work in process for the Company’s water purification equipment. Inventories are carried at the lower of cost (on a first-in, first-out (“FIFO”) basis), or net realizable value.
Use of Accounting Estimates	Use of Accounting Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The most significant estimates and assumptions made by management related to determining the value of stock-based expenses.
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities for a change in tax rate is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized. The Company accounts for uncertain tax positions in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 740-10, “ Income Taxes
Stock-Based Expenses	Stock-Based Expenses The Company accounts for stock-based expenses under the provisions of ASC 718, “ Compensation—Stock Compensation The Company accounts for stock-based expenses awards to non-employees in accordance with ASC 505-50, “ Equity-Based Payments to Non-Employees The Company estimated the fair value of stock-based awards issued to employees, directors and non-employees during the period from February 10, 2016 (Inception) to September 30, 2017 based on prices paid by unrelated third-parties for the purchases of its common stock during this period, which amounted to $0.50 per share. The components of stock-based compensation related to stock awards in the Company’s Statement of Operations for the three months ended September 30, 2017 and 2016, and for the nine months ended September 30, 2017 and for the period from February 10, 2016 (Inception) to September 30, 2016 are as follows (rounded to nearest thousand): Three Months Ended Nine Months Ended For the period from February 10, 2016 (inception) to September 30, September 30, September 30, 2017 2016 2017 2016 Research and development expenses $ 362,500 $ — $ 437,500 $ 625,000 General and administrative expenses 102,675 — 102,675 260,000 Total stock-based compensation expense $ 465,175 $ — $ 540,175 $ 885,000
Research and development costs	Research and development costs The Company expenses research and development costs as incurred in accordance with ASC 730, “ Research and Development
Earnings (Loss) Per Share	Earnings (Loss) Per Share Basic earnings (loss) per share are computed by dividing the net income (loss) by the weighted-average number of shares of common stock and common stock equivalents such as outstanding stock options and warrants. Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method. The calculation of fully diluted earnings (loss) per share assumes the dilutive effect of the exercise of outstanding options and warrants at either the beginning of the respective period presented or the date of issuance, whichever is later.
Recently Accounting Pronouncements	Recently Accounting Pronouncements Going Concern — In August 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-15 – “ Presentation of Financial Statements – Going Concern – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, Revenue — In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers Leases — In February 2016, the FASB issued ASU 2016-02, “ Leases Debt Issuance Costs - In April 2015, the FASB issued ASU 2015-03, “ Simplifying the Presentation of Debt Issuance Costs Stock Compensation - In March 2016, the FASB issued ASU 2016-09, “ Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting

Summary of Significant Accoun17

Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Tables)	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Stock-based compensation related to stock awards	Three Months Ended Nine Months Ended For the period from February 10, 2016 (inception) to September 30, September 30, September 30, 2017 2016 2017 2016 Research and development expenses $ 362,500 $ — $ 437,500 $ 625,000 General and administrative expenses 102,675 — 102,675 260,000 Total stock-based compensation expense $ 465,175 $ — $ 540,175 $ 885,000

Commitments and Contingencies (

Commitments and Contingencies (Tables)	9 Months Ended
	Sep. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Schedule of future minimum lease	Year ending December 31, 2017 $ 18,000 2018 89,000 2019 92,000 2020 78,000 Total minimum payments $ 277,000

Basis of presentation, Backgr19

Basis of presentation, Background and Description of Business (Details Narrative) - USD ($)	Sep. 30, 2017	Dec. 31, 2016	Sep. 27, 2016
Common Stock, shares issued	30,000,000	28,349,500
VCAB merger [Member]
Common Stock, shares issued			900,000
Restructing expense for merger with VCAB			$ 615,000
Consulting fees related to merger with VCAB			165,000
Issuance of plan shares for settlement of claims held by claim holders from VCAB merger			$ 450,000

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2016	Sep. 30, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 301,955			$ 301,955	$ 336
Working capital	377,587			377,587
Net Loss	$ (897,172)	$ (101,756)	$ (1,064,256)	$ (1,300,305)

Summary of Significant Accoun21

Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Stock-based compensation related to stock awards (Details) - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2016	Sep. 30, 2017
Accounting Policies [Abstract]
Research and development expenses	$ 362,500	$ 0	$ 625,000	$ 437,500
General and administrative expenses	102,675	0	260,000	102,675
Total stock-based compensation expense	$ 465,175	$ 0	$ 885,000	$ 540,175

Summary of Significant Accoun22

Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Details Narrative) - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2016	Sep. 30, 2017
Accounting Policies [Abstract]
Research and development expenses	$ 571,557	$ 20,500	$ 654,647	$ 854,624

Notes Payable _ Stockholders (D

Notes Payable – Stockholders (Details Narrative) - USD ($)	3 Months Ended		8 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2016	Sep. 30, 2016	Sep. 30, 2017	Aug. 25, 2017	Dec. 31, 2016
Interest Expense	$ (1,000)	$ 0		$ 0	$ (7,000)
Convertible Notes [Member]
Principle amount of convertible notes payable	$ 0				$ 0		$ 100,000
Interest rate on Convertible Notes						12.00%
Debt conversion per share	$ 0.50				$ 0.50
Company Granted Common shares to holders of the Convertible notes					200,000
Interest Expense			$ 0		$ 7,000

Advances Due and From Related24

Advances Due and From Related Party (Details Narrative) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Related Party Transactions [Abstract]
Related party receivable due to company	$ 59,615	$ 21,000
Balance outstanding on related party advance		$ 21,000

Equity Transactions (Details Na

Equity Transactions (Details Narrative) - USD ($)	3 Months Ended			5 Months Ended
	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Sep. 30, 2017
Shareholder surrendered shares of stock				2,779,850
Treasury stock, Value				$ 0
Investors 1 [Member]
Shares issued to Different investors			500,000
Price per share			$ 0.50
Proceeds from company issued shares to different investors			$ 227,000
Subscription receivable for company issued shares to different investors			$ 23,000
Investors 2 [Member]
Shares issued to Different investors		590,000
Price per share		$ 0.50
Proceeds from company issued shares to different investors		$ 295,000
Common stock shares vested		600,000
Employees [Member]
Shares issued to Different investors		150,000
Price per share		$ 0.50
Shares, Value		$ 75,000
Investors 3 [Member]
Shares issued to Different investors	1,360,000
Price per share	$ 0.50
Proceeds from company issued shares to different investors	$ 680,030
Executives [Member]
Shares issued to Different investors	930,350
Price per share	$ 0.50
Shares, Value	$ 465,175

Commitments and Contingencies -

Commitments and Contingencies - Schedule of future minimum lease (Details)	Sep. 30, 2017USD ($)
Commitments and Contingencies Disclosure [Abstract]
2,017	$ 18,000
2,018	89,000
2,019	92,000
2,020	78,000
Total minimum payments	$ 277,000

Commitments and Contingencies27

Commitments and Contingencies (Details Narrative) - USD ($)	3 Months Ended	5 Months Ended	8 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2017	Apr. 30, 2017	May 01, 2016
Lease Term	36.5 months
Lease payments per month	$ 7,000
Shares Issued	30,000,000	30,000,000	28,349,500	30,000,000
Loss contingency amount	Cloudburst seeks a declaratory judgment and unspecified damages, including $1,536,000 alleged to be owed pursuant to the Manufacturing and Distribution Agreement
Mark Dyos [Member]
Payment to employee		$ 15,000			$ 7,000
Shares Issued						500,000
Shares amount expensed				$ 250,000
Additional shares issued according to employee agreement	500,000	500,000		500,000
Phil Marshal [Member]
Shares Issued						100,000
Shares amount expensed	$ 37,500		$ 50,000
Additional shares issued according to employee agreement	75,000	75,000		75,000

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	3 Months Ended	8 Months Ended	9 Months Ended	11 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Annual effective tax rate			38.00%	38.00%
Tax contingencies	$ 0		$ 0	$ 0
Operating loss carry-forward	3,183,000		$ 3,183,000
Change in valuation allowance	$ 442,000	$ 68,000