Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 5-May-15 | |
Document And Entity Information | ||
Entity Registrant Name | VapAria Corp | |
Entity Central Index Key | 1479915 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
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 | 50,160,000 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and cash equivalents | $36,018 | $497 |
Prepaid expenses | 7,398 | |
Total Current Assets | 43,416 | 497 |
Intellectual property, net | 181,956 | 184,845 |
Total Assets | 225,372 | 185,342 |
Current liabilities | ||
Accounts payable | 14,205 | 36,436 |
Interest payable | 10,183 | 8,210 |
Note payable | 50,000 | 50,000 |
Convertible notes payable | 40,000 | 40,000 |
Loan from related party | 26,544 | 36,544 |
Total Current Liabilities | 140,932 | 171,190 |
TOTAL LIABILITIES | 140,932 | 171,190 |
STOCKHOLDERS' EQUITY | ||
Series A Convertible Preferred Stock: $0.0001 par value; 1,000,000 shares authorized; 500,000 shares issued and outstanding at March 31, 2015 and December 31, 2014 respectively. | 50 | 50 |
Common Stock: $0.0001 par value; 100,000,000 shares authorized; 50,110,000 and 50,000,000 shares issued and outstanding at March 31, 2015 and December 31, 2014 respectively. | 5,011 | 5,000 |
Additional paid-in capital | 240,145 | 130,156 |
Accumulated deficit | -160,766 | -121,054 |
TOTAL STOCKHOLDERS' EQUITY | 84,440 | 14,152 |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY | $225,372 | $185,342 |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
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 | 50,110,000 | 50,000,000 |
Common stock, shares outstanding | 50,110,000 | 50,000,000 |
Consolidated_Statement_of_Expe
Consolidated Statement of Expenses (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Operating expenses | ||
General and administrative | $5,187 | $5,139 |
Research and Development | 25,000 | |
Professional fees | 7,103 | 425 |
Total Operating Expenses | 37,290 | 5,564 |
Other Income (Expense) | ||
Other Income (Expense) | -2,422 | -986 |
Total Other Income (Expense) | -2,422 | -986 |
Net Loss | ($39,712) | ($6,550) |
Basic and diluted loss per common share | $0 | $0 |
Basic and diluted weighted average shares outstanding | 50,094,556 | 36,000,000 |
Consolidated_Statement_of_Chan
Consolidated Statement of Changes in Stockholders' Equity (Unaudited) (USD $) | Series A Convertiable Preferred Stock | Common Stock (Member) | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2014 | $50 | $50,000 | $130,156 | ($121,054) | $14,152 |
Balance (shares) at Dec. 31, 2014 | 50,000 | 50,000,000 | |||
Common stock issued for cash | 11 | 109,989 | 110,000 | ||
Common stock issued for cash (shares) | 110,000 | ||||
Net Loss | -39,712 | -39,712 | |||
Balance at Mar. 31, 2015 | $50 | $5,011 | $240,145 | ($160,766) | $84,440 |
Balance (shares) at Mar. 31, 2015 | 500,000 | 50,110,000 |
Consolidated_Statement_of_Cash
Consolidated Statement of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash flows from operating activities | ||
Net loss | ($39,712) | ($6,550) |
Adjustments to reconcile net loss to cash used in operating activities | ||
Amortization expense | 2,889 | 2,889 |
(Increase) decrease in operation assets and liabilities: | ||
Prepaid expense | -7,398 | -3,000 |
Accounts payable | -22,231 | 1,054 |
Interest Payable | 1,973 | 986 |
Net cash used in operating activities | -64,479 | -4,621 |
Cash flows from investing activities | ||
Principal proceeds from repayment of loan to related party | 6,490 | |
Net cash provided by investing activities | 6,490 | |
Cash flows from financing activities | ||
Proceeds from Issuance of common stock | 110,000 | |
Borrowing on debt with related party | 5,510 | |
Principal repayment of loan from related party | -10,000 | |
Net cash provided by financing activities | 100,000 | 5,510 |
Net change in cash | 35,521 | 7,379 |
Cash, beginning balance | 497 | 2,395 |
Cash, ending balance | $36,018 | $9,774 |
NATURE_OF_BUSINESS_AND_SUMMARY
NATURE OF BUSINESS AND SUMMARY OF BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2015 | |
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) was incorporated under the laws of the State of Delaware on December 21, 2009. | |
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. | |
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”). | |
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 March 31, 2015, had no employees. | |
The Company has a fiscal year end of December 31. | |
Basis of presentation | |
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 March 31, 2015 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, 2014 audited financial statements. The results of the operations for the period ended March 31, 2015 are not necessarily indicative of the operating results for the full year. | |
Reclassifications | |
Certain prior year amounts have been reclassified to conform to the current year presentation. |
GOING_CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2015 | |
Going Concern | |
Going Concern | NOTE 2 – 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 limited 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 | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Stockholder's Equity | NOTE 3 – STOCKHOLDER’S EQUITY |
In January 2015 we sold 100,000 shares of our common stock for $100,000 to a non-U.S. Person in a private transaction. We did not pay a commission or finder's fee and are using the proceeds for working capital. | |
In January 2015 we also sold 10,000 shares of our common stock for $10,000 to an investor in a private transaction. We did not pay a commission or finder's fee and are using the proceeds for working capital. | |
On March 31, 2015, the Company had 50,110,000 shares issued and outstanding. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4 – RELATED PARTY TRANSACTIONS |
In February 2015 we repaid $10,000 of the loan from Chong Corporation, a related entity. The balance outstanding at March 31, 2015 is $26,544. The loan is unsecured, noninterest bearing and due on demand. | |
We maintain our corporate offices at 5550 Nicollet Avenue, Minneapolis, MN 55419. We lease these premises from 5550 Nicollet LLC, an affiliate of Mr. Chong, under the terms of a three year lease expiring in December 2016 at an annual rent of $9,000. We have the right to renew the lease for an additional 12 month term at an annual rental of $9,180 upon 60 days notice prior to the expiration of the initial term. We paid $2,250 in rent during this three month period in both 2015 and 2014. As of March 31, 2015, $9,750 is due to 5550 Nicollet LLC. | |
NOTES_PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 5 – NOTE PAYABLE |
As of March 31, 2015, the Company has a note payable in the amount of $50,000 due to an individual. The note was issued on May 30, 2013 and bears eight per cent (8%) annual interest. The note, all principal and accrued interest, is due and payable June 30, 2015. | |
CONVERTIBLE_NOTE
CONVERTIBLE NOTE | 3 Months Ended |
Mar. 31, 2015 | |
Convertible Note | |
Convertible Note | NOTE 6 – CONVERTIBLE NOTE |
The company assumed an unsecured convertible note for $40,000 that was issued on July 14, 2014 as part of the merger. The note matures on December 31, 2015 and bears interest at 10% per annum. The note is convertible into shares of our common stock at $0.08 per share. The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, “Derivatives and Hedging,” and determined that the instrument does not qualify for derivative accounting. The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature and determined that the instrument does not have a beneficial conversion feature. | |
The note was originally due on September 1, 2014. The Company entered into a note amendment on September 1, 2014 and the due date was extended to December 1, 2014. On December 1, 2014, the Company extended the note again to December 31, 2015 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 not substantial and the transaction should not 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. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2015 | |
Commitments And Contingencies | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENT AND CONTINGENCIES |
Relating to the December 2013 Agreement with Chong Corporation, beginning in the calendar year in which the first licensed products or licensed services takes place, but not prior to January 1, 2015, the Company is required to pay to Chong Corporation, a related entity, a 3% royalty for revenues with a $50,000 annual minimum royalty commitment. | |
The December 31, 2013 agreement with Chong Corporation also requires us to pay for the costs associated with maintaining the patent applications and patents licensed to us. For the three months ended March 31, 2015, the amount of reimbursable costs was $9,575. We did not record the cost or liability to Chong Corporation at March 31, 2015. In April 2015 Chong Corporation agreed to waive all reimbursements through March 31, 2015. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8 – SUBSEQUENT EVENTS |
In April 2015 we declared and issued 50,000 shares of our common stock to Chong Corporation as a dividend on our 10% Series A convertible preferred stock. | |
NATURE_OF_BUSINESS_AND_SUMMARY1
NATURE OF BUSINESS AND SUMMARY OF BASIS OF PRESENTATION (Details Narrative) | 1 Months Ended | 0 Months Ended | |
Jul. 31, 2014 | Apr. 11, 2014 | Apr. 11, 2014 | |
Stock issued for services, shares | 1,000,000 | ||
Common Stock (Member) | |||
Shares issued in exchange agreement | 36,000,000 | ||
Common Stock (Member) | VapAria Corporation (Member) | |||
Percentage of outstanding shares issued and outstanding | 100.00% | 100.00% | |
Series A Preferred Stock (Member) | |||
Shares issued in exchange agreement | 500,000 |
STOCKHOLDERS_EQUITY_Details_Na
STOCKHOLDER'S EQUITY (Details Narrative) (USD $) | 3 Months Ended | 1 Months Ended |
Mar. 31, 2015 | Jan. 31, 2015 | |
Common stock issued for cash | $110,000 | |
Non-US Person #1 [Member] | ||
Common stock issued for cash | 100,000 | |
Common stock issued for cash (shares) | 100,000 | |
Non-US Person #2 [Member] | ||
Common stock issued for cash | $10,000 | |
Common stock issued for cash (shares) | 10,000 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (Nicollet LLC [Member], USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Nicollet LLC [Member] | |
Annual rent | $9,000 |
Renewal rental amount | 9,180 |
Rent expense | 2,250 |
Due to related party | $9,750 |
Lease term | 3 years |
Lease renewal term | 12 months |
Lease renewal notice | 60 days |
NOTES_PAYABLE_Details_Narrativ
NOTES PAYABLE (Details Narrative) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Note payable amount | $50,000 |
Issuance date | 30-May-13 |
Maturity date | 30-Jun-15 |
CONVERTIBLE_NOTE_Details_Narra
CONVERTIBLE NOTE (Details Narrative) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Issuance date | 30-May-13 |
Maturity date | 30-Jun-15 |
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 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details Narrative) (Chong Corporation [Member], USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Chong Corporation [Member] | |
Related Party Royalty | 3.00% |
Minimum royalty commitment | $50,000 |
Reimbursable costs | $9,575 |
SUBSEQUENT_EVENTS_Details_Narr
SUBSEQUENT EVENTS (Details Narrative) (Dividend Payment [Member], USD $) | 1 Months Ended |
Apr. 30, 2015 | |
Dividend Payment [Member] | |
Issuance of shares as payment of dividend | $50,000 |
Convertible preferred stock, dividend rate | 10.00% |