Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 15, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | VapAria Corp | |
Entity Central Index Key | 0001479915 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 75,860,000 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 7,440 | $ 1,477 |
Prepaid expenses | 3,133 | 2,065 |
Total Current Assets | 10,573 | 3,542 |
Intellectual property, net | 208,958 | 222,071 |
TOTAL ASSETS | 219,531 | 225,613 |
Current Liabilities | ||
Accounts payable | 10,722 | 6,304 |
Accrued expenses | 4,472 | 350 |
Interest payable | 46,216 | 40,232 |
Note payable | 50,000 | 50,000 |
Convertible note | 40,000 | 40,000 |
Loan from related party | 681,044 | 627,044 |
Total Current Liabilities | 832,454 | 763,930 |
TOTAL LIABILITIES | 832,454 | 763,930 |
STOCKHOLDERS' DEFICIT | ||
Preferred Stock: $0.0001 par value; 10,000,000 shares authorized; no shares outstanding at September 30, 2019, 500,000 shares issued and outstanding at December 31, 2018 | 50 | |
Common Stock: $0.0001 par value; 200,000,000 shares authorized; 75,860,000 shares issued and outstanding at September 30, 2019 and 75,310,000 at December 31, 2018 | 7,586 | 7,531 |
Additional paid-in capital | 1,626,268 | 1,616,273 |
Accumulated deficit | (2,246,777) | (2,162,171) |
TOTAL STOCKHOLDERS' DEFICIT | (612,923) | (538,317) |
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT | $ 219,531 | $ 225,613 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 500,000 | |
Preferred stock, shares outstanding | 500,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 75,860,000 | 75,310,000 |
Common stock, shares outstanding | 75,860,000 | 75,310,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Operating Expenses | ||||
General and administrative | $ 6,851 | $ 7,137 | $ 20,864 | $ 21,000 |
Research and development | 9,025 | 14,052 | ||
Professional fees | 16,290 | 10,949 | 47,308 | 40,227 |
Total Operating Expenses | 23,141 | 27,111 | 68,172 | 75,279 |
Total Operating Loss | (23,141) | (27,111) | (68,172) | (75,279) |
Other (Expense) | (2,017) | (2,017) | (6,434) | (6,384) |
Net Loss | (25,158) | (29,128) | (74,606) | (81,663) |
Preferred dividend | 10,000 | 10,000 | ||
Net loss available to common shareholders | $ (35,158) | $ (84,606) | ||
Basic and diluted loss per common share | $ 0 | $ 0 | $ 0 | $ 0 |
Basic and diluted weighted average shares outstanding | 75,513,271 | 75,260,000 | 75,378,498 | 75,260,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Total |
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 | |||
Net Loss | (81,663) | (81,663) | |||
Balance at Sep. 30, 2018 | $ 50 | $ 7,526 | 1,131,392 | (1,650,750) | (511,782) |
Balance, shares at Sep. 30, 2018 | 500,000 | 75,260,000 | |||
Balance at Jun. 30, 2018 | $ 50 | $ 7,526 | 1,131,392 | (1,621,622) | (482,654) |
Balance, shares at Jun. 30, 2018 | 500,000 | 75,260,000 | |||
Net Loss | (29,128) | (29,128) | |||
Balance at Sep. 30, 2018 | $ 50 | $ 7,526 | 1,131,392 | (1,650,750) | (511,782) |
Balance, shares at Sep. 30, 2018 | 500,000 | 75,260,000 | |||
Balance at Dec. 31, 2018 | $ 50 | $ 7,531 | 1,616,273 | (2,162,171) | (538,317) |
Balance, shares at Dec. 31, 2018 | 500,000 | 75,310,000 | |||
Common stock issued for dividend | $ 5 | 9,995 | (10,000) | ||
Common stock issued for dividend, shares | 50,000 | ||||
Preferred stock converted to common stock | $ (50) | $ 50 | |||
Preferred stock converted to common stock, shares | (500,000) | 500,000 | |||
Net Loss | (74,606) | (74,606) | |||
Balance at Sep. 30, 2019 | $ 7,586 | 1,626,268 | (2,246,777) | (612,923) | |
Balance, shares at Sep. 30, 2019 | 75,860,000 | ||||
Balance at Jun. 30, 2019 | $ 50 | $ 7,531 | 1,616,273 | (2,211,619) | (587,765) |
Balance, shares at Jun. 30, 2019 | 500,000 | 75,310,000 | |||
Common stock issued for dividend | $ 5 | $ 9,995 | (10,000) | ||
Common stock issued for dividend, shares | 50,000 | ||||
Preferred stock converted to common stock | $ (50) | $ 50 | |||
Preferred stock converted to common stock, shares | (500,000) | 500,000 | |||
Net Loss | (25,158) | (25,158) | |||
Balance at Sep. 30, 2019 | $ 7,586 | $ 1,626,268 | $ (2,246,777) | $ (612,923) | |
Balance, shares at Sep. 30, 2019 | 75,860,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (74,606) | $ (81,663) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Amortization expense | 13,113 | 13,113 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (1,068) | (1,419) |
Accounts payable | 4,418 | (1,853) |
Accrued expenses | 4,122 | 4,469 |
Interest payable | 5,984 | 5,984 |
Net cash used by operating activities | (48,037) | (61,369) |
Cash flows from financing activities | ||
Borrowings on debt with related party | 54,000 | 56,000 |
Net Cash provided by financing activities | 54,000 | 56,000 |
Net change in cash and cash equivalents | 5,963 | (5,369) |
Cash and cash equivalents, beginning of period | 1,477 | 7,658 |
Cash and cash equivalents, end of period | 7,440 | 2,289 |
Supplementary disclosure of non-cash activities | ||
Preferred Stock converted to common stock | 50 | |
Stock Dividends on Preferred Series A stock | 10,000 | |
Supplementary Information | ||
Interest | ||
Income Taxes |
Nature of Business and Summary
Nature of Business and Summary of Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [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”, the “Company”) was incorporated under the laws of the State of Delaware on December 21, 2009 under the name OICco Acquisition IV, Inc. On August 19, 2014 we changed our corporate name to VapAria Corporation. As of the date of this report 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, while our executive officers devote a substantial amount of their time to the Company without cash compensation, as of September 30, 2019, had no employees. The Company has a fiscal year end of December 31. Basis of Presentation Basis of Presentation Certain information and footnote disclosures included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and footnotes thereto in the Company’s December 31, 2018 audited financial statements. The results of operations for the period ended September 30, 2019 are not necessarily indicative of the operating results for the full year. Reclassifications Recent Accounting Pronouncements – The new standard provides a number of optional practical expedients in transition. The Company has elected the “package of practical expedients”, which permits it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the land easements practical expedients as this is not applicable to the Company. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. This means, that the Company does not recognize ROU assets or lease liabilities for leases with terms of 12 months or less. The Company’s existing lease has a remaining term of 3 months and has no renewal options and as such was exempted from ASC 842. Consequently, as of the date of implementation on January 1, 2019, the adoption of ASC-842 did not have any impact to the Company’s consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Improvements to Non-Employee Share-Based Payment Accounting Compensation – Stock Compensation” |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 – GOING CONCERN The Company’s financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. 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 adjustment that might result from the outcome of this uncertainty. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 3 – STOCKHOLDERS’ EQUITY On August 27, 2019 the Company paid the final annual dividend of 50,000 shares of common stock with a fair value of $10,000 to the sole shareholder of our Series A Convertible Preferred Stock (“Series A Preferred”), Chong Corporation, a common control entity. On August 27, 2019 the Company then converted the 500,000 shares of Series A Preferred to 500,000 shares of our common stock. The Series A Preferred designations, rights and preferences provided that each share of the Series A Preferred automatically converted into shares of our common stock on a one for one basis on the fifth anniversary of the date of issuance. On September 30, 2019, the Company had 75,860,000 shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4 – RELATED PARTY TRANSACTIONS During the first nine months ended September 30, 2019, the Company borrowed an aggregate of $54,000 from Chong Corporation, a common control entity. The balance outstanding at September 30, 2019 due Chong Corporation is $681,044. The loan is unsecured, noninterest bearing and due on demand. We maintain our corporate offices at 5550 Nicollet Avenue, Minneapolis, MN 55419. We lease the premises from 5550 Nicollet, LLC, an affiliate of Mr. Chong, having renewed the lease in December 2018 for an additional 12-month term at an annual rental of $9,300 with expiration on December 31, 2019. Rent was $6,975 for this nine-month period in both 2019 and 2018. As of September 30, 2019, $8,525 is due to 5550 Nicollet LLC and that amount is reflected on the balance sheet in the accompanying financial statements. |
Note Payable
Note Payable | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Note Payable | NOTE 5 – NOTE PAYABLE As of September 30, 2019, 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 was amended with an August 31, 2019 due date whereupon the maturity date of the principal and accrued interest on the note was further extended to December 31, 2019. The Company analyzed the modification of the term under ASC 470-60 “ ” “ ” |
Convertible Note
Convertible Note | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
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 acquisition of VapAria Solutions. The note 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, “ ,” 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 on numerous occasions and was recently extended to December 31, 2019. The Company analyzed the modification of the term under ASC 470-60 “ ” “ ” |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | NOTE 7 – COMMITMENT AND CONTINGENCIES The December 2013 License Agreement with Chong Corporation, a common control entity, beginning in the calendar year in which the first licensed products or licensed services takes place, the Company is required to pay to Chong Corporation, a related entity, a 3% royalty for revenues with a $50,000 annual minimum royalty commitment. To date, no revenue has been recorded. The December 31, 2013 agreement with Chong Corporation also requires us to pay for the costs associated with maintaining the patent applications and patents licensed to us. For the nine months ended September 30, 2019 and 2018 Chong did not report that it incurred any costs associated with this December 2013 License Agreement. |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Aug. 27, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Common stock issued for dividend | ||||
Preferred stock converted to common stock | ||||
Common stock, shares issued | 75,860,000 | 75,860,000 | 75,310,000 | |
Common stock, shares outstanding | 75,860,000 | 75,860,000 | 75,310,000 | |
Preferred stock, shares issued | 500,000 | |||
Preferred stock, shares outstanding | 500,000 | |||
Common Stock [Member] | ||||
Common stock issued for dividend, shares | 50,000 | 50,000 | ||
Common stock issued for dividend | $ 5 | $ 5 | ||
Preferred stock converted to common stock | $ 500,000 | $ 50 | $ 50 | |
Series A Convertible Preferred Stock [Member] | ||||
Common stock issued for dividend, shares | 50,000 | |||
Common stock issued for dividend | $ 10,000 | |||
Preferred stock converted to common stock | $ 500,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Borrowed from related party | $ 54,000 | $ 56,000 | |
Due to related party | $ 627,044 | 681,044 | |
Rent expense | 6,975 | $ 6,975 | |
Chong Corporation [Member] | |||
Borrowed from related party | 54,000 | ||
5550 Nicollet LLC [Member] | |||
Due to related party | $ 8,525 | ||
Lease renewal term | 12 months | ||
Annual rent | $ 9,300 | ||
Lease expiration date | Dec. 31, 2019 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
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% | |
Debt instrument maturity description | The note was amended with an August 31, 2019 due date whereupon the maturity date of the principal and accrued interest on the note was further extended to January 31, 2020. | |
Note maturity date extended | Jan. 31, 2020 |
Convertible Note (Details Narra
Convertible Note (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Unsecured convertible note | $ 40,000 | $ 40,000 |
Unsecured Convertible Note [Member] | VapAria Solutions [Member] | ||
Unsecured convertible note | $ 40,000 | |
Notes issuance date | Jul. 14, 2014 | |
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 on numerous occasions and was recently extended to January 31, 2020. | |
Note maturity date extended | Jan. 31, 2020 |
Commitment and Contingencies (D
Commitment and Contingencies (Details Narrative) - December 2013 License Agreement [Member] - Chong Corporation [Member] | Sep. 30, 2019USD ($) |
Percentage of revenues in royalty | 3.00% |
Minimum royalty commitment | $ 50,000 |