Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 13, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'VapAria Corp | ' |
Entity Central Index Key | '0001479915 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
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? | 'No | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 50,000,000 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Balance_Sheets_Unaudited
Balance Sheets (Unaudited) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Current Assets | ' | ' |
Cash and cash equivalents | $6,707 | $2,395 |
Prepaid expenses | ' | 3,000 |
Loan to related party | ' | 6,490 |
Total Current Assets | 6,707 | 11,885 |
Intellectual property, net | 187,734 | 196,401 |
Total Assets | 194,441 | 208,286 |
Current liabilities | ' | ' |
Accounts payable | 24,564 | 9,121 |
Interest payable | 5,348 | 2,356 |
Note payable | 50,000 | 50,000 |
Convertible note | 40,000 | ' |
Loan from related party(s) | 30,294 | ' |
Total Current Liabilities | 150,206 | 61,477 |
TOTAL LIABILITIES | 150,206 | 61,477 |
STOCKHOLDERS' EQUITY | ' | ' |
Series A Convertible Preferred Stock: $0.0001 par value; 1,000,000 shares authorized; 500,000 shares issued and outstanding as of September 30, 2014 and December 31, 2013 | 50 | 50 |
Common Stock: $0.0001 par value; 100,000,000 shares authorized; 50,000,000 and 36,000,000 shares issued and outstanding as of September 30, 2014 and December 31, 2013 | 5,000 | 3,600 |
Additional paid-in capital | 135,785 | 193,211 |
Retained (deficit) | -96,600 | -50,052 |
TOTAL STOCKHOLDERS' EQUITY | 44,235 | 146,809 |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY | $194,441 | $208,286 |
Balance_Sheets_Unaudited_Paren
Balance Sheets (Unaudited) (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 500,000 | 500,000 |
Preferred stock, shares outstanding | 500,000 | 500,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 50,000,000 | 36,000,000 |
Common stock, shares outstanding | 50,000,000 | 36,000,000 |
Statements_of_Expenses_Unaudit
Statements of Expenses (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Operating expenses | ' | ' | ' | ' |
General and administrative | $6,581 | ' | $19,306 | $40 |
Professional fees | 10,817 | 5,500 | 27,242 | 35,500 |
Total Operating Expenses | 17,398 | 5,500 | 46,548 | 35,540 |
Net Loss | ($17,398) | ($5,500) | ($46,548) | ($35,540) |
Basic and diluted loss per common share | $0 | $0 | $0 | $0 |
Basic and diluted weighted average shares outstanding | 45,282,609 | 36,000,000 | 38,339,726 | 36,000,000 |
Statement_of_Changes_in_Stockh
Statement of Changes in Stockholders' Equity (Unaudited) (USD $) | Common Stock (Member) | Additional Paid-in Capital | Retained Deficits | Total |
Beginning balance at Dec. 31, 2013 | $3,600 | $193,211 | ($50,052) | $146,809 |
Beginning balance, shares at Dec. 31, 2013 | 36,000,000 | ' | ' | ' |
Reverse merger adjustment | 1,400 | -57,426 | ' | -56,026 |
Reverse merger adjustment, shares | 14,000,000 | ' | ' | ' |
Net Loss | ' | ' | -46,548 | -46,548 |
Ending balance at Sep. 30, 2014 | $50,000 | $135,785 | ($96,600) | $44,235 |
Ending balance, shares at Sep. 30, 2014 | 50,000,000 | ' | ' | ' |
Statements_of_Cash_Flows_Unaud
Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Cash flows from operating activities | ' | ' |
Net loss | ($46,548) | ($35,540) |
Adjustments to reconcile net loss to cash used in operating activities | ' | ' |
Amortization expense | 8,667 | ' |
(Increase) decrease in operating assets and liabilities: | ' | ' |
Accounts receivable | 3,000 | ' |
Prepaid expense | ' | -500 |
Accounts payable | -356 | ' |
Accrued interest | 2,992 | ' |
Net cash used in operating activities | -32,245 | -36,040 |
Cash flows from investing activities | ' | ' |
Principal proceeds from repayment of loan to related party | 6,490 | 1,500 |
Loan to related party | ' | -15,000 |
Cash receipt from reverse merger | 8,057 | ' |
Net cash provided by (used in) investing activities | 14,547 | -13,500 |
Cash flows from financing activities | ' | ' |
Borrowing on debt | 22,010 | 50,000 |
Net cash provided by financing activities | 22,010 | 50,000 |
Net increase in cash and cash equivalents | 4,312 | 460 |
Cash and cash equivalents, beginning balance | 2,395 | 75 |
Cash and cash equivalents, ending balance | $6,707 | $535 |
NATURE_OF_BUSINESS_AND_SUMMARY
NATURE OF BUSINESS AND SUMMARY OF BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2014 | |
Nature Of Business And Summary Of Basis Of Presentation | ' |
NATURE OF BUSINESS AND SUMMARY OF BASIS OF PRESENTATION | ' |
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF BASIS OF PRESENTATION | |
Nature of Business | |
VapAria Corporation (the Company) is incorporated under the laws of the State of Delaware. | |
As previously disclosed, on April 11, 2014 OICco Acquisition IV, Inc. entered into that certain Share Exchange Agreement and Plan of Reorganization (the “Agreement”) with VapAria Solutions, Inc., a Minnesota corporation formerly known as VapAria Corporation (“VapAria”) and the shareholders of VapAria (the “VapAria Shareholders”) pursuant to which we agreed to acquire 100% of the outstanding capital stock of VapAria from the VapAria Shareholders in exchange for certain shares of our capital stock. On July 31, 2014 all conditions precedent to the closing were satisfied, including the reconfirmation by the investors of the prior purchase of 1,000,000 shares of our common stock pursuant to the requirements of Rule 419 of the Securities Act of 1933, as amended (the “Securities Act”), and the transaction closed. | |
At closing, we issued the VapAria Shareholders 36,000,000 shares of our common stock and 500,000 shares of our 10% Series A Convertible Preferred Stock in exchange for the common stock and preferred stock owned by the VapAria Shareholders. The VapAria Shareholders were either accredited or sophisticated investors who had access to information concerning our company. The issuances were exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(a)(2) of that act. | |
As a result of the closing of this transaction, VapAria is now a wholly owned subsidiary of our company and its business and operations represent those of our company. Information regarding VapAria’s business and operations, together with its financial statements, are included in the Post-Effective Amendment No. 4 to our Registration Statement on Form S-1 as filed with the Securities and Exchange Commission on June 30, 2014 (the “Post-Effective Amendment”). | |
Prior to the closing, on July 30, 2014 we issued an aggregate of 5,000,000 shares of our common stock valued at $100,000 to six recipients, including an affiliate of our former sole officer and director, as compensation for past and future services to us. The recipients were either accredited or sophisticated investors who had access to information concerning our company. The issuances were exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(a)(2) of that act. | |
On August 19, 2014 the board of directors of OICco Acquisition IV, Inc. and the holders of a majority of its issued and outstanding common stock approved a Certificate of Amendment to our Amended and Restated Certificate of Incorporation changing the name of our company to VapAria Corporation. The name change was effective on August 19, 2014. Our Board determined it was in our best interests to change our corporate name to better reflect our business and operations following our recent acquisition of VapAria Solutions, Inc. | |
VapAria Corporation (the Company) is engaged in the research, development, manufacturing and commercialization of novel, in-demand, proprietary products designed to deliver fast-acting, convenient solutions for contemporary lives and lifestyles. The basis of the Company’s product development is proprietary, patented and patent-pending technologies and formulas focused on three specific markets: the smoke-free tobacco alternative market (e-cigarettes); the over-the- counter (OTC) consumer market with products intended to increase energy and alertness, suppress appetite and aid in restful sleep; and, the pharmaceutical market - partnering with international pharmaceutical companies that desire to utilize our technologies to maximize and extend the value and the lives of their proprietary, patented product portfolios. | |
The Company has limited operations and, as of September 30, 2014, had no employees. | |
The Company has a fiscal year end of December 31. | |
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 September 30, 2014, and for all periods presented herein, have been made. | |
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2013 audited financial statements and in in the Post-Effective Amendment No. 4 to our Registration Statement on Form S-1 as filed with the Securities and Exchange Commission on June 30, 2014 (the “Post-Effective Amendment”). The results of operations for the period ended September 30, 2014 are not necessarily indicative of the operating results for the full year. | |
In the quarter ended June 30, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage. |
Significant_Accounting_Policie
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Significant Accounting Policies | ' |
Note 2 - Significant Accounting Policies | |
Basis of Presentation -- This summary of significant accounting policies is presented in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. | |
Estimates -- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Cash -- For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. | |
Earnings per Share Information -- FASB ASC 260 “Earnings Per Share” provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted loss per share was the same, at the reporting date in 2013, due to no common stock equivalents being granted or issued. | |
Income Tax – – Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. | |
The Company has net operating loss carryforwards available to reduce future taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that the Company will not realize a future tax benefit, a valuation allowance is established. | |
Long Lived Assets – Assessing long-lived assets for impairment will require us to make assumptions and judgments regarding the carrying value of these assets. We will evaluate long- lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The assets will be considered to be impaired if we determine that the carrying value may not be recoverable based upon our assessment of the following events or changes in circumstances: | |
If we believe our assets to be impaired, the impairment we will recognize will be the amount by which the carrying value of the assets exceeds the fair value of the assets. Any write down will be treated as permanent reductions in the carrying amount of the asset and an operating loss would be recognized. In addition, we base the useful lives and related amortization or depreciation expense on our estimate of the useful lives of the assets. If a change were to occur in any of the above-mentioned factors or estimates, our reported results could materially change. | |
Intellectual Property | |
Intellectual property assets primarily represent rights acquired under technology licenses and are generally amortized on a straight-line basis over periods of benefit, ranging up to 17 years. | |
Stock-based Compensation | |
The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. | |
The Company accounts for stock-based compensation in accordance with the provision of ASC 505, “Equity Based Payments to Non-Employees” (“ASC 505”), which requires that such equity instruments are recorded at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instruments vest. | |
Derivative Financial Instruments | |
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a Black-Scholes option pricing model, in accordance with ASC 815-15 “Derivative and Hedging” to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. | |
Beneficial Conversion Features | |
The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion. | |
Recent Accounting Pronouncements -- Recent accounting pronouncements issued by the FASB (including its Emerging Task Force), the AICPA, and the SEC did not, or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Going_Concern
Going Concern | 9 Months Ended |
Sep. 30, 2014 | |
Going Concern | ' |
Going Concern | ' |
Note 3 – Going Concern | |
The Company’s financial statements are prepared in accordance with generally accepted accounting principles 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 minimal cash and no source of revenue sufficient to cover its operations 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. |
Stockholders_Equity
Stockholder's Equity | 9 Months Ended |
Sep. 30, 2014 | |
Equity [Abstract] | ' |
Stockholder's Equity | ' |
Note 4 – Stockholder’s Equity | |
On July 31, 2014, OICco Acquisition IV, Inc. issued the VapAria Shareholders 36,000,000 shares of OICco common stock and 500,000 shares of our 10% Series A Convertible Preferred Stock in exchange for the common stock and preferred stock owned by the VapAria Shareholders. On July 31, 2014, the Company had 14,000,000 common shares outstanding immediately prior to the merger and net liabilities of $56,026. | |
As a result of the closing of this transaction, VapAria is now a wholly owned subsidiary of our company and its business and operations represent those of our company. | |
For accounting purposes, this transaction is being accounted for as a reverse merger and has been treated as a recapitalization of OICco Acquisition IV, Inc., with VapAria considered the accounting acquirer, and the financial statements of the accounting acquirer became the financial statements of the registrant. The Company did not recognize goodwill or any intangible assets in connection with the transaction. The 36,000,000 common shares and 500,000 Series A Convertible Preferred Stock issued to the shareholders of VapAria in conjunction with the share exchange transaction have been presented as outstanding for all periods. The historical financial statements include the operations of the accounting acquirer for all periods presented and net assets of ($56,026) was recorded as reverse merger adjustment. | |
Preferred Stock -- Under the terms of the Preferred the Company pays the holder a 10% annual dividend in common stock and the Preferred becomes convertible to common stock five years from issuance at a conversion rate of one share of the Company’s common stock for each share of the Preferred. Also the preferred stock is not redeemable at the holder’s option, have no voting rights and is callable by the Company. | |
The Company analyzed the embedded conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the conversion option should be classified as equity. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
Note 6 – Related Party Transactions | |
During 2013, the Company lent a total of $15,000 to a related party. As of December 31, 2013, the Company was owed $6,490. The related party paid out the full amount during 2014. | |
During 2014, a related party loaned the Company $26,544 which includes $22,010 of cash and $4,534 was paid out for operating expense. | |
During 2014, the Company also assumed $3,750 of related party loan as part of the reverse merger. | |
In summary as of September 30, 2014 and December 31, 2013, the Company owed $30,294 and $0, respectively, to a related party. The amount is unsecured, noninterest bearing and due on demand. |
Note_Payable
Note Payable | 9 Months Ended |
Sep. 30, 2014 | |
Debt Disclosure [Abstract] | ' |
Note Payable | ' |
Note 7 – Note Payable | |
As of September 30, 2014, the Company has a note payable in the amount of $50,000 due to an individual. The note was issued on May 31, 2013 and bears eight per cent (8%) annual interest. The note, all principal and accrued interest, is due and payable December 31, 2014. | |
Convertible_Note
Convertible Note | 9 Months Ended |
Sep. 30, 2014 | |
Convertible Note | ' |
Convertible Note | ' |
Note 8 – Convertible Note | |
The company assumed a convertible note for $40,000 that was issue on July 14, 2014 as part of the reverse merger. The note is due December 1, 2014 and bears interest at 10% per annum. The note is convertible into 500,000 shares of our common stock at $0.08 per share. | |
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. The Company analyzed the modification of the term under ASC 470-60 “Trouble Debt Restructurings” and ASC 470-50 “Extinguishment of Debt”. The Company determined the modification is substantial and the transaction should be accounted for as an extinguishment with the old debt written off and the new debt initially recorded at fair value with a new effective interest rate. The Company also determined that the fair value of the new debt is the same as the fair value of the old debt. Thus no gain or loss was recognized upon the extinguishment. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation -- This summary of significant accounting policies is presented in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. | |
Estimate | ' |
Estimates -- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Cash | ' |
Cash -- For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. | |
Earnings per Share Information | ' |
Earnings per Share Information -- FASB ASC 260 “Earnings Per Share” provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted loss per share was the same, at the reporting date in 2013, due to no common stock equivalents being granted or issued. | |
Income Tax | ' |
ncome Tax – – Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. | |
The Company has net operating loss carryforwards available to reduce future taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that the Company will not realize a future tax benefit, a valuation allowance is established. | |
Long Lived Assets | ' |
Long Lived Assets – Assessing long-lived assets for impairment will require us to make assumptions and judgments regarding the carrying value of these assets. We will evaluate long- lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The assets will be considered to be impaired if we determine that the carrying value may not be recoverable based upon our assessment of the following events or changes in circumstances: | |
If we believe our assets to be impaired, the impairment we will recognize will be the amount by which the carrying value of the assets exceeds the fair value of the assets. Any write down will be treated as permanent reductions in the carrying amount of the asset and an operating loss would be recognized. In addition, we base the useful lives and related amortization or depreciation expense on our estimate of the useful lives of the assets. If a change were to occur in any of the above-mentioned factors or estimates, our reported results could materially change. | |
Intellectual Property | ' |
Intellectual Property | |
Intellectual property assets primarily represent rights acquired under technology licenses and are generally amortized on a straight-line basis over periods of benefit, ranging up to 17 years. | |
Stock-based Compensation | ' |
Stock-based Compensation | |
The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. | |
The Company accounts for stock-based compensation in accordance with the provision of ASC 505, “Equity Based Payments to Non-Employees” (“ASC 505”), which requires that such equity instruments are recorded at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instruments vest. | |
Derivative Financial Instruments | ' |
Derivative Financial Instruments | |
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a Black-Scholes option pricing model, in accordance with ASC 815-15 “Derivative and Hedging” to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. | |
Beneficial Conversion Features | ' |
Beneficial Conversion Features | |
The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements -- Recent accounting pronouncements issued by the FASB (including its Emerging Task Force), the AICPA, and the SEC did not, or are not believed by management to have a material impact on the Company’s present or future financial statements. |
NATURE_OF_BUSINESS_AND_SUMMARY1
NATURE OF BUSINESS AND SUMMARY OF BASIS OF PRESENTATION (Details Narrative) (USD $) | 1 Months Ended | 0 Months Ended | 0 Months Ended | |
Jul. 30, 2014 | Apr. 11, 2014 | Apr. 11, 2014 | Apr. 11, 2014 | |
Common Stock (Member) | Common Stock (Member) | Series A Preferred Stock (Member) | ||
VapAria Corporation (Member) | ||||
Shares issued in exchange agreement | ' | 36,000,000 | ' | 500,000 |
Percentage of outstanding shares issued and outstanding | ' | ' | 100.00% | ' |
Stock issued for services | $100,000 | ' | ' | ' |
Stock issued for services, shares | 5,000,000 | ' | ' | ' |
Significant_Accounting_Policie2
Significant Accounting Policies (Details Narrative) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Estimate useful life | '17 years |
Stockholders_Equity_Details_Na
Stockholder's Equity (Details Narrative) (USD $) | Jul. 31, 2014 |
Stockholders' Equity Note [Abstract] | ' |
Common shares outstanding prior to merger | 14,000,000 |
Net liabilities prior to merger | $52,026 |
Reverse merger adjustment | ($52,026) |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Proceeds from related loan to Company | $26,544 |
Cash proceeds of related party loan | 22,010 |
Use of related party loan to pay operating expenses | 4,534 |
Assumption of related party loan | $3,750 |
Note_Payable_Details_Narrative
Note Payable (Details Narrative) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Debt Disclosure [Abstract] | ' |
Note payable - debt amount | $50,000 |
Issuance date | 31-May-13 |
Interest rate | 8.00% |
Maturity date | 31-Dec-14 |
Convertible_Note_Details_Narra
Convertible Note (Details Narrative) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Issuance date | 31-May-13 |
Interest rate | 8.00% |
Maturity date | 31-Dec-14 |
Convertible Note [Member] | ' |
Assumption of convertible note | 40,000 |
Issuance date | 14-Jul-14 |
Interest rate | 10.00% |
Maturity date | 1-Dec-14 |
Convertibel note conversion price per share | 0.08 |