Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 29, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | VapAria Corp | ||
Entity Central Index Key | 1,479,915 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 75,260,000 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 7,658 | $ 4,484 |
Prepaid expenses | 2,144 | 3,740 |
Total Current Assets | 9,802 | 8,224 |
Intellectual property, net | 239,555 | 257,039 |
TOTAL ASSETS | 249,357 | 265,263 |
Current Liabilities | ||
Accounts payable | 8,700 | 37,068 |
Interest payable | 32,232 | 24,232 |
Note payable | 50,000 | 50,000 |
Convertible note | 40,000 | 40,000 |
Loan from related party | 548,544 | 387,544 |
Total Current Liabilities | 679,476 | 538,844 |
TOTAL LIABILITIES | 679,476 | 538,844 |
STOCKHOLDERS’ DEFICIT | ||
Preferred Stock: $0.0001 par value; 10,000,000 shares authorized; 10% Series A Convertible Preferred Stock; 500,000 shares authorized; 500,000 shares issued and outstanding at December 31, 2017 and 2016 | 50 | 50 |
Common Stock: $0.0001 par value; 200,000,000 shares authorized; 75,260,000 and 75,210,000 shares issued and outstanding at December 31, 2017 and 2016, respectively | 7,526 | 7,521 |
Additional paid-in capital | 1,131,392 | 1,119,897 |
Accumulated deficit | (1,569,087) | (1,401,049) |
TOTAL STOCKHOLDERS’ DEFICIT | (430,119) | (273,581) |
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT | $ 249,357 | $ 265,263 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 75,260,000 | 75,210,000 |
Common stock, shares outstanding | 75,260,000 | 75,210,000 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 500,000 | 500,000 |
Convertible preferred stock, percentage | 10.00% | 10.00% |
Preferred stock, shares issued | 500,000 | 500,000 |
Preferred stock, shares outstanding | 500,000 | 500,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Expenses | ||
General and administrative | $ 28,013 | $ 281,349 |
Research and development | 62,441 | 122,262 |
Professional fees | 57,625 | 70,693 |
Total Operating Expenses | 148,079 | 474,304 |
Other (Expense) | (8,459) | (8,461) |
Net Loss | (156,538) | (482,765) |
Preferred dividend | 11,500 | 7,500 |
Net Loss available to common stockholders | $ (168,038) | $ (490,265) |
Basic and diluted loss per common share | $ 0 | $ (0.01) |
Basic and diluted weighted average shares outstanding | 75,235,753 | 73,277,896 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2015 | $ 50 | $ 5,016 | $ 761,443 | $ (910,784) | $ (144,275) |
Balance, shares at Dec. 31, 2015 | 500,000 | 50,160,000 | |||
Common stock issued for intangible assets | $ 2,500 | 98,272 | 100,772 | ||
Common stock issued for intangible assets, shares | 25,000,000 | ||||
Common stock issued for dividend | $ 5 | 7,495 | (7,500) | ||
Common stock issued for dividend, shares | 5,000 | ||||
Stock options granted | 252,687 | 252,687 | |||
Net loss | (482,765) | (482,765) | |||
Balance at Dec. 31, 2016 | $ 50 | $ 7,521 | 1,119,897 | (1,401,049) | (273,581) |
Balance, shares at Dec. 31, 2016 | 500,000 | 75,210,000 | |||
Common stock issued for dividend | $ 5 | 11,495 | (11,500) | ||
Common stock issued for dividend, shares | 50,000 | ||||
Net loss | (156,538) | (156,538) | |||
Balance at Dec. 31, 2017 | $ 50 | $ 7,526 | $ 1,131,392 | $ (1,569,087) | $ (430,119) |
Balance, shares at Dec. 31, 2017 | 500,000 | 75,260,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (156,538) | $ (482,765) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Amortized expense | 17,484 | 17,022 |
Stock options expense | 252,687 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 1,596 | (216) |
Accounts payable | (28,368) | (10,181) |
Interest payable | 8,000 | 8,022 |
Net cash used by operating activities | (157,826) | (215,431) |
Cash flows from financing activities | ||
Borrowing on debt with related party | 161,000 | 214,000 |
Net Cash provided by financing activities | 161,000 | 214,000 |
Net change in cash | 3,174 | (1,431) |
Cash, beginning of period | 4,484 | 5,915 |
Cash, end of period | 7,658 | 4,484 |
Supplementary disclosure of non-cash activities: | ||
Dividends on Preferred Series A Stock | 11,500 | 7,500 |
Common stock issued for intangible assets | 100,772 | |
Supplementary Information | ||
Interest paid | ||
Income taxes paid |
Nature of Business and Summary
Nature of Business and Summary of Basis of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
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 (“we”, “our”, the “Company”) was incorporated under the laws of the State of Delaware on December 21, 2009 under the name OICco Acquisition IV, Inc. On April 11, 2014 the Company 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 Solutions”), and the shareholders of VapAria Solutions (the “VapAria Solutions Shareholders”) pursuant to which we agreed to acquire 100% of the outstanding capital stock of VapAria Solutions from the VapAria Solutions 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 Solutions 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 Solutions Shareholders. As a result of the closing of this transaction, VapAria Solutions became a wholly owned subsidiary of our company and its business and operations represent those of our company. On August 19, 2014 the board of directors of the Company 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. The Company is a specialty pharmaceutical company engaged in the research, design and development of methods and medicants to address chronic conditions with novel, vapor-centric approaches to pain management, appetite suppression, smoking cessation and various sleep disorders. The Company has limited operations and, as of December 31, 2017, had no employees. The Company has a fiscal year end of December 31. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Estimates Reclassifications Consolidation – Cash – Earnings per Share Information Income Tax 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 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. There was no impairment at December 31, 2017 and December 31, 2016. Intangible Assets – Intellectual Property - Accrued Research and Development Expenses – Stock-based Compensation The Company accounts for stock-based compensation in accordance with the provision of ASC 505, “Equity Based Payments to Non-Employees”, 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.. Fair Value of Financial Instruments ● Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. ● Level 2: Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company. ● Level 3: Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts payable and debt are a reasonable estimate of fair value because of the short period of time between origination of such instruments and their expected realization and, if applicable, the stated rate of interest is equivalent to rates currently available Beneficial Conversion Features - Recent Accounting Pronouncements – Leases |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 3 – GOING CONCERN The Company’s financial statements are prepared in accordance with GAAP applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has recurring losses, has limited cash and no source of revenue sufficient to cover its 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. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 4 – INCOME TAXES We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we reported no activity the first two years and have experienced operating losses in 2017 and 2016. Under ACS 740 “Income Taxes”, when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period. The 2017 Tax Cuts and Jobs Act reduces the corporate tax rate from 35% to 21% for tax years beginning after December 31, 2017. For net operating losses (NOLs) arising after December 31, 2017, the 2017 Act limits a taxpayer’s ability to utilize NOL carryforwards to 80% of taxable income. In addition, NOLs arising after 2017 can be carried forward indefinitely, but carryback is generally prohibited. NOLs generated in tax years beginning before January 1, 2018 will not be subject to the taxable income limitation. The 2017 Act would generally eliminate the carryback of all NOLs arising in a tax year ending after 2017 and instead would permit all such NOLs to be carried forward indefinitely. The component of the Company’s deferred tax asset as of December 31, 2017 and 2016 are as follows: December 31, 2017 December 31, 2016 Net opening loss carryforward $ 329,508 $ 490,368 Valuation allowance (329,508 ) (490,368 ) Net deferred asset $ - $ - The Company did not pay any income taxes during the years ended December 31, 2017 or 2016. The Company’s cumulative net operating loss carryforward as of December 31, 2017 amounted to $1,569,088 and will expire between December 31, 2033 and December 31, 2037. |
Stockholder's Equity
Stockholder's Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholder's Equity | NOTE 5 – STOCKHOLDER’S EQUITY Common stock On January 28, 2016 the Company entered into five license agreements (the “January 2016 License Agreements”) with Chong Corporation, a related party, to which we were granted exclusive worldwide licenses for the following patented technology: U.S. Patent No.: 8,903228 issued on December 20, 2014 for a vapor delivery device; U.S. Patent No.: 8,962,040 issued on February 24, 2015 for appetite suppression (hoodia); U.S. Patent App. No.: 13/836,617 filed on March 18, 2013 and subsequently issued as U.S. Patent No. 9,254,002, for low temperature vaporization of a tobacco; U.S. Patent App. No.: 13/453,939 filed on April 12, 2012 and subsequently issued as U.S. Patent No. 8,903,228 for an enhanced vapor delivery system; and U.S. Patent App. No.: 14/629,279 filed on February 23, 2015 and subsequently issued as U.S. Patent No. 8,962,040 for a sleep aid (melatonin). The terms of each January 2016 License Agreement is identical. Under the agreements, the Company was granted the rights to sublicense and/or produce and market products during the term of the agreement. As consideration for each of these January 2016 License Agreements we issued 5,000,000 shares of our common stock to Chong Corporation, for an aggregate issuance of 25,000,000 shares. Under each agreement we agreed to pay Chong a royalty in the amount of $50,000 per annum in the first calendar year, and for each year thereafter for the remaining life of patent, in which the patent is issued and is licensed and/or commercialized with an acknowledged embodiment and/or use. Chong Corporation is responsible for all expenses and costs associated with protecting the patents from infringement and/or claims of infringement from other parties. The term of the license is for the life of the respective patent. In June 2017, the Company declared and issued 50,000 shares of our common stock to Chong Corporation as a 2016 dividend on our 10% Series A convertible preferred stock. The stock was valued at $0.23 per share. Comparatively, in May 2016, we declared and issued 50,000 shares of our common stock to Chong Corporation as a 2015 dividend on our 10% Series A convertible preferred stock. The stock was valued at $0.15 per share. On December 31, 2017, the Company had 75,260,000 shares of common stock issued and outstanding. Preferred Stock Under the terms of the 10% Series A Convertible Preferred Stock 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 10% Series A Convertible Preferred Stock. The 10% Series A convertible preferred stock is not redeemable at the holder’s option and has no voting rights. 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. Stock options No stock options were granted in 2017, while in December 2016, the Company, in line with the Company’s 2014 Equity Compensation Plan, granted 3,000,000 non-qualified stock options to its management. These options were fully vested upon granting and have an exercise price of $0.25 per share. The options were valued at the common stock’s par value of $0.0001 per share. The exercise period terminates 5:00 pm Eastern Time December 31, 2021. As of December 31, 2017, the Company has 6,000,000 outstanding and exercisable options at a weighted average exercise price of $0.625 per share and a weighted average remaining term of 6 years. The options have zero intrinsic value as the shares of the Company are not actively traded. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6 – RELATED PARTY TRANSACTIONS In 2017 the Company borrowed $161,000 from Chong Corporation, a related entity. The balance outstanding at December 31, 2017 is $548,544. 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. In December 2017, we renewed the lease for an additional 12-month term ending December 31, 2018 at the annual rental of $9,300. Rent was $9,180 and $9,000 each year ending December 31, 2017 and December 31, 2016 respectively. As of December 31, 2017, $4,590 is due to 5550 Nicollet LLC. See other related party transactions in Note 9 – Commitments and Contingencies. |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Note Payable | NOTE 7 – NOTE PAYABLE As of December 31, 2017, the Company has an unsecured 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 was due December 31, 2017 but the due date has been amended and, all principal and accrued interest is due and payable on July 31, 2018. 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. |
Convertible Note
Convertible Note | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Note | NOTE 8 – CONVERTIBLE NOTE The Company assumed an unsecured convertible note for $40,000 that was issued on July 14, 2014 as part of the share exchange with the VapAria Solutions Shareholders. Following amendment to the date of maturity, the note now matures on July 31, 2018 and continues to bear interest at 10% per annum. The note is convertible into shares of our common stock at $0.08 per share. The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, “Derivatives and Hedging,” and determined that the instrument does not qualify for derivative accounting. The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature and determined that the instrument does not have a beneficial conversion feature. The note was originally due on September 1, 2014. The Company entered into a note amendment on September 1, 2014 and the due date was extended to December 1, 2014. On December 1, 2014, the Company extended the note again to December 31, 2015. On December 31, 2015, the note was again extended to July 31, 2016 and on December 31, 2016 the note was extended to August 31, 2017. It was subsequently extended to December 31, 2017 and most recently was extended to July 31, 2018. 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 | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9 – COMMITMENTS AND CONTINGENCIES Relating to the December 2013 License Agreement with Chong Corporation, a related party, 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 2013 License 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 fiscal years ended December 31, 2017 and 2016, Chong reported it did not incur any costs associated with this December 2013 License Agreement. |
Significant Accounting Polici16
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Estimates | Estimates |
Reclassifications | Reclassifications |
Consolidation | Consolidation – |
Cash | Cash – |
Earnings Per Share Information | Earnings per Share Information |
Income Tax | Income Tax 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 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. There was no impairment at December 31, 2017 and December 31, 2016. |
Intangible Assets | Intangible Assets – |
Intellectual Property | Intellectual Property - |
Accrued Research and Development Expenses | Accrued Research and Development Expenses – |
Stock-based Compensation | Stock-based Compensation The Company accounts for stock-based compensation in accordance with the provision of ASC 505, “Equity Based Payments to Non-Employees”, 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.. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ● Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. ● Level 2: Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company. ● Level 3: Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts payable and debt are a reasonable estimate of fair value because of the short period of time between origination of such instruments and their expected realization and, if applicable, the stated rate of interest is equivalent to rates currently available |
Beneficial Conversion Features | Beneficial Conversion Features - |
Recent Accounting Pronouncements | Recent Accounting Pronouncements – Leases |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Component of Deferred Tax Asset | The component of the Company’s deferred tax asset as of December 31, 2017 and 2016 are as follows: December 31, 2017 December 31, 2016 Net opening loss carryforward $ 329,508 $ 490,368 Valuation allowance (329,508 ) (490,368 ) Net deferred asset $ - $ - |
Nature of Business and Summar18
Nature of Business and Summary of Basis of Presentation (Details Narrative) - shares | Jul. 31, 2014 | Apr. 11, 2014 |
VapAria Solutions Shareholders [Member] | ||
Percentage of outstanding capital stock | 100.00% | |
VapAria Solutions Shareholders [Member] | Common Stock [Member] | ||
Number of shares issued for exchange during the period | 36,000,000 | |
VapAria Solutions Shareholders [Member] | 10% Series A Convertible Preferred Stock [Member] | ||
Number of shares issued for exchange during the period | 500,000 | |
Investors [Member] | ||
Number of common stock shares issued during the period | 1,000,000 |
Significant Accounting Polici19
Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Impairment of long-lived assets | ||
Number of options granted, shares | ||
Amortized Expense | $ 17,484 | $ 17,022 |
Management Team [Member] | ||
Number of options granted, shares | 3,000,000 | |
Number of option granted | $ 252,687 | |
Intellectual Property [Member] | ||
Estimate useful life | 17 years |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Corporate tax rate | 35.00% |
Reduction in corporate rate | 21.00% |
Net operating loss carryforward, percentage | 80.00% |
Net operating loss carryforward | $ 1,569,088 |
Minimum [Member] | |
Operating Loss carryforwards, expiration Date | Dec. 31, 2033 |
Maximum [Member] | |
Operating Loss carryforwards, expiration Date | Dec. 31, 2037 |
Income Taxes - Component of Def
Income Taxes - Component of Deferred Tax Asset (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net opening loss carryforward | $ 329,508 | $ 490,368 |
Valuation allowance | (329,508) | (490,368) |
Net deferred asset |
Stockholder's Equity (Details N
Stockholder's Equity (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | May 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Common stock, shares issued | 75,260,000 | 75,210,000 | ||
Common stock, shares outstanding | 75,260,000 | 75,210,000 | ||
Number of options granted | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Stock option, outstanding | 6,000,000 | |||
Stock option, exercisable | 6,000,000 | |||
Weighted average exercise price, outstanding | $ 0.625 | |||
Weighted average exercise price, exercisable | $ 0.625 | |||
Weighted average contractual term, outstanding | 6 years | |||
Weighted average contractual term, exercisable | 6 years | |||
Stock option intrinsic value | $ 0 | |||
Chong Corporation [Member] | ||||
Number of common stock shares issued during the period | 25,000,000 | |||
Payment for royalty | $ 50,000 | |||
January 2016 License Agreements [Member] | Chong Corporation [Member] | ||||
Number of common stock shares issued during the period | 5,000,000 | |||
10% Series A Convertible Preferred Stock [Member] | ||||
Preferred stock, dividend payment terms | Under the terms of the 10% Series A Convertible Preferred Stock 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 Companys common stock for each share of the 10% Series A Convertible Preferred Stock. The 10% Series A convertible preferred stock is not redeemable at the holders option, has no voting rights. | |||
Preferred stock dividend rate | 10.00% | |||
10% Series A Convertible Preferred Stock [Member] | Chong Corporation [Member] | ||||
Common stock issued for dividend, shares | 50,000 | 50,000 | ||
Share price | $ 0.23 | $ 0.15 | ||
Management Team [Member] | ||||
Number of options granted | 3,000,000 | |||
Stock option exercise price | $ 0.25 | |||
Common stock, par value | $ 0.0001 | |||
Options exercise termination description | The exercise period terminates 5:00 pm Eastern Time December 31, 2021. |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Borrowed from related party | $ 161,000 | $ 214,000 |
Due to related party | 548,544 | 387,544 |
Rent expense | 9,180 | $ 9,000 |
Chong Corporation [Member] | ||
Borrowed from related party | 161,000 | |
Due to related party | 548,544 | |
5550 Nicollet LLC [Member] | ||
Due to related party | $ 4,590 | |
Lease renewal term | 12 months | |
Annual rent | $ 9,300 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Note payable amount | $ 50,000 | $ 50,000 |
Individual [Member] | ||
Note payable amount | $ 50,000 | |
Notes issuance date | May 30, 2013 | |
Notes bears interest rate | 8.00% | |
Note maturity date | Dec. 31, 2017 | |
Note payable extended maturity date | Jul. 31, 2018 |
Convertible Note (Details Narra
Convertible Note (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Unsecured convertible note | $ 40,000 | $ 40,000 |
Unsecured Convertible Note [Member] | VapAria Solutions Shareholders [Member] | ||
Unsecured convertible note | $ 40,000 | |
Notes issuance date | Jul. 14, 2014 | |
Notes maturity date | Jul. 31, 2018 | |
Notes bears interest rate | 10.00% | |
Convertible note conversion price per share | $ 0.08 | |
Notes due date description | The note was originally due on September 1, 2014. The Company entered into a note amendment on September 1, 2014 and the due date was extended to December 1, 2014. On December 1, 2014, the Company extended the note again to December 31, 2015. On December 31, 2015, the note was again extended to July 31, 2016 and on December 31, 2016 the note was extended to August 31, 2017. | |
Note maturity date extended | Jul. 31, 2018 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Percentage of revenues in royalty | 3.00% |
Minimum royalty commitment | $ 50,000 |