UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
or
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 333-185083
VAPIR ENTERPRISES, INC.
(Exact Name of Registrant as Specified
in Its Charter)
Nevada |
|
27-1517938 |
(State or other jurisdiction of |
|
(I.R.S. Employer |
incorporation or organization) |
|
Identification No.) |
2365 Paragon Dr., Suite B
San Jose, California
95131
Telephone: (800) 841-1022
(Address and telephone number of Registrant’s
principal executive offices)
Nevada Business Center, LLC
311 West Third Street
Carson City,
NV 89703
Telephone: (775) 461-5127
(Name, address, and telephone number of
agent for service)
Copies of communications to:
Gregg E. Jaclin, Esq.
Szaferman, Lakind, Blumstein & Blader,
P.C.
101 Grovers Mill Road
Lawrenceville, New Jersey 08648
Tel. No.: (609) 275-0400
Fax No.:
(609) 275-4511
Securities registered under Section 12(b)
of the Exchange Act: None
Securities registered under Section 12(g)
of the Exchange Act: None
Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☒ No ☐
Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure
of delinquent filers in response to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained,
to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of
a “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check One)
Large Accelerated Filer |
☐ |
Accelerated Filer |
☐ |
Non-accelerated Filer |
☐ |
Smaller Reporting Company |
☒ |
(do not check if smaller reporting company) |
|
Indicate by check mark whether the Registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting
and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold
on the OTC Bulletin Board on June 30, 2015, was $3,281,938.
Indicate by check mark whether the registrant
has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act subsequent to the
distribution of securities under a plan confirmed by a court. Yes ☒ No ☐
As of March 18, 2016, the Company had 49,766,833
shares of its common stock, $0.001 par value per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
VAPIR ENTERPRISES
ANNUAL REPORT ON FORM 10-K
FOR THE YEARS ENDED DECEMBER 31, 2015 and
2014
TABLE OF CONTENTS
PART I
ITEM 1. BUSINESS
Vapir, Inc. was incorporated
on October 26, 2006 in the State of California. Vapir, Inc. specializes in the revolutionary technology of digital aromatherapy
which is the art and science of utilizing naturally extracted aromatic essences from plants to balance and harmonize while freshening
the environment with pleasant and distinctive fragrances. We invent, develop and produce revolutionary and easy to use digital
aromatherapy devices. The unique value proposition of the Company’s proprietary technology (US Patent 6,095,153) is to prevent
the creation of toxic by-products whenever plant materials are inhaled. This is accomplished by using convection heat that induces
the safe release of plant essences without burning the source material. Our devices are designed in San Jose, California and manufactured
in Guang Dong, China.
Corporate History
We were originally incorporated
under the laws of the State of Nevada on December 17, 2009 under the name Apps Genius Corp. Our original business was to develop,
market, publish and distribute social games and software applications that consumers could use on a variety of platforms, including
social networks, wireless devices and stand-alone websites. We were unsuccessful in operating our business and on October 7, 2013
we entered into a Membership Interest Purchase Agreement with FAL Minerals LLC and we changed our name to FAL Exploration Corp.
Under the name FAL Exploration
Corp., our plan was to acquire minority and majority interests in natural resource properties located throughout the United States.
Our initial project was an interest in an open pit mine located in Clay County Alabama also known as the Brown Mine. Historically,
graphite and gold have been mined in the area. The property which is over two hundred and twenty acres contains graphite and some
surface gold. The Company planned to explore the property and either may utilize it as the main production plant should the Brown
Mine prove to be commercially viable or seek to monetize the graphite, should it prove to be commercially viable. The agreement
with FAL Minerals LLC has since been terminated and we have now entered into the Exchange Agreement with Vapir, Inc. and its shareholders.
In anticipation of closing
the Exchange Agreement, on September 17, 2014, we changed our name to Vapir Enterprises, Inc. to better represent our new business
operations.
Our Industry
“Vaporizers” are
battery-powered products that enable users to inhale vapor without smoke, Vaporizers are not like traditional cigarettes,
and their construction is comprised of three functional components:
● Digital temperature control, means you have the ability to choose the warmth of your vaporizer’s
heating element. The heating element that vaporizes liquid and/or botanicals so that it can be inhaled;
● vaporizers either heat the liquid or botanicals with direct contact with a heating element (conduction)
or by exposing the herb to hot air (convection); and
● Vaporizers require energy when hot. Depending on the intention behind the vaporizer’s design
- the energy source will match the portable or stationary model paradigm.
Our Products
Vaporizers
As of December 31, 2015,
we offer 4 vaporizers, the Prima, VapirRise 2.0 ultimate, VAPIR NO2 Portable Digital Vaporizer and VAPIR Oxygen Mini Corded Vaporizer.
Prima
Prima is a digital vaporizer
that supports extracts and botanicals. The unit is equipped with a removable/rechargeable lithium battery, a removable stainless
steel vapor path and removable mouth piece which allows for easy cleaning, and four (4) pre-set
temperatures which maintains pre-set heat levels by turning the heating element on and off as needed. Once the optimal temperature
is reached, a green light on the casing will indicate that the device is now ready. This relatively simple technology enables the
vaporizers to maintain heat levels.
● Prima measures in at just 4.7
inches, and weighs 5.7 oz, and comes in four (4) different colors (Blue, Black, Silver, and
Orange).
VapirRise 2.0 Ultimate
The VapirRise 2.0 Ultimate
is designed for loose-leaf herbs and essential oils. It supports both balloon inflation and direct inhalation. It can serve up
to 4 users simultaneously. It has touch pad controls, an LCD temperature display and medical grade stainless steel vapir path and
a ceramic heating element.
As the ceramic heating
element of the device reaches the pre-set temperature, a fan blows air through the heating element. A sensor, which is located
in the chamber of the unit, will constantly monitor the air temperature and maintain pre-set heat levels by turning the heating
element on and off as needed. Once the optimal temperature is reached, a green light on the casing will indicate that the device
is now ready. This relatively simple technology enables the vaporizers to maintain heat levels.
This convection vaporizer
is a stationary desktop model - which means it isn’t intended for on-the-go consumption. The VapirRise offers an exceptional
approach to the at-home vaporization experience.
Users can control the temperature
(in both degrees Celsius & Fahrenheit); control the Fan Speed (ten options including a fanless setting); pick between a balloon
or hose inhalation methods; and choose to serve up to four people at once with the exclusive hookah adapter.
VAPIR NO2 Portable Digital
Vaporizer
The VAPIR NO2 is designed
for loose-leaf herbs and direct inhalation. It is compact, portable and rechargeable. It has a medical grade pure brass element,
an LCD temperature display and a silent operation. The VAPIR NO2 will be your number one portable vaporizer.
This compact portable vaporizer
features touch-to-heat digital controls, an LCD thermostat, an internal rechargeable battery, and 100% silent operation. The NO2
vaporizer is designed for use with raw herbs and heats up in less than a minute. You can even vaporize while it’s charging.
The NO2 requires little
to no maintenance for optimal operation and it even remembers your favorite temperature settings for quick and consistent vapor
at the touch of a button.
VAPIR OXYGEN MINI CORDED
The VAPIR Oxygen Mini Corded
is designed for loose-leaf herbs and direct inhalation. It is small and lightweight and is a corded vaporizer. It has an LCD temperature
display and silent operation. Every portable vaporizer needs to produce clouds, not a mere mist. The Vapir Oxygen lets you live
and breathe premium vapor. This herbal vaporizer harnesses premium materials and innovative design to deliver everything you’d
expect from a premium vaporizer.
Our Oxygen Vaporizer features
digital controls, portable design, and consistent vapor sessions with little maintenance.
Our Vaporizers and
Accessories
Our vaporizers are sold
with all the essentials that are needed to begin the vaporizing experience. In addition to the vaporizers, we sell approximately
100 different accessories and spare parts that ranges from replacement batteries, replacement mouthpieces, recharging pieces, and
all other essential accessories and spare parts.
Additionally, we offer
an assortment of our own aromatherapy essential oils and herbs for our vaporizer users to enjoy.
Seasonality of our
Business
We do not consider our
business to be seasonal.
Marketing
We offer our vaporizers
and related products through our website and third party online stores, to retail channels through our direct sales force, and
through third party wholesalers, retailers and value-added resellers. Retailers of our products include small-box smoke shops,
vape stores, and online retailersthroughout the United States.
Competition
Competition in the vaporizer
industry is intense. We compete with other sellers of vaporizers that are similar to our products and our competitors use the same
sales practices and marketing strategies as we use.
The nature of our competitors
is varied as the market is highly fragmented and the barriers to entry into the business are low. Our direct competitors sell products
that are substantially similar to ours and through the same channels through which we sell our vaporizers. We compete with these
direct competitors for sales through distributors, wholesalers and retailers.
Our competitive position
in the vaporizer industry is difficult to gauge as most of our competition are also smaller companies or are privately held and
do not publicly report their earnings. We do know of several competitors, but, like us, many are in their initial stages of development
and are focusing on different areas of this industry.
As a general matter, we
have access to and market and sell similar products as our competitors, and since we sell our products at substantially similar
prices as our competitors; accordingly, the key competitive factors for our success is the quality of service and design we offer
our customers, the scope and effectiveness of our marketing efforts, including media advertising campaigns and, increasingly, the
ability to identify and develop new sources of customers by attending trade shows and word of mouth.
Regulatory Matters/Compliance
The United States Food
and Drug Administration (the “FDA”) regulates electronic cigarettes as “tobacco products” under the Family
Smoking Prevention and Tobacco Control Act of 2009 (the “Tobacco Control Act”). The FDA is not permitted to regulate
electronic cigarettes as “drugs” or “devices” or a “combination product” under the Federal
Food, Drug and Cosmetic Act unless they are marketed for therapeutic purposes.
Our vaporizers are classified
as “tobacco products” under the Tobacco Control Act. The Tobacco Control Act grants the FDA broad authority over the
manufacture, sale, marketing and packaging of tobacco products, although the FDA is prohibited from issuing regulations banning
all cigarettes or all smokeless tobacco products, or requiring the reduction of nicotine yields of a tobacco product to zero.
The Tobacco Control Act
imposes significant new restrictions on the advertising and promotion of tobacco products. The law also requires the FDA to issue
future regulations regarding the promotion and marketing of tobacco products sold or distributed over the internet, by mail order
or through other non-face-to-face transactions in order to prevent the sale of tobacco products to minors.
It is likely that the Tobacco
Control Act could result in a decrease in tobacco product sales in the United States, including sales of our electronic cigarettes
and vaporizers.
The Tobacco industry expects
significant regulatory developments to take place over the next few years, driven principally by the World Health Organization’s
Framework Convention on Tobacco Control (“FCTC”). The FCTC is the first international public health treaty on tobacco,
and its objective is to establish a global agenda for tobacco regulation with the purpose of reducing initiation of tobacco use
and encouraging cessation. Regulatory initiatives that have been proposed, introduced or enacted include:
|
● |
the levying of substantial and increasing tax and duty charges; |
|
|
|
|
● |
restrictions or bans on advertising, marketing and sponsorship; |
|
|
|
|
● |
the display of larger health warnings, graphic health warnings and other labeling requirements; |
|
|
|
|
● |
restrictions on packaging design, including the use of colors and generic packaging; |
|
|
|
|
● |
restrictions or bans on the display of tobacco product packaging at the point of sale, and restrictions or bans on cigarette vending machines; |
|
|
|
|
● |
requirements regarding testing, disclosure and performance standards for tar, nicotine, carbon monoxide and other smoke constituents levels; |
|
|
|
|
● |
requirements regarding testing, disclosure and use of tobacco product ingredients; |
|
|
|
|
● |
increased restrictions on smoking in public and work places and, in some instances, in private places and outdoors; |
|
|
|
|
● |
elimination of duty free allowances for travelers; and |
|
|
|
|
● |
encouraging litigation against tobacco companies. |
If electronic cigarettes
or vaporizers are subject to one or more significant regulatory initiatives, our business, results of operations and financial
condition could be materially and adversely affected.
Intellectual Property
Patents
We currently own four domestic
utility patents and two design patents relating to vaporizers, as well as two utility patent applications and one design application
pending in the United States as described below. There is no assurance that we will be awarded patents for of any of these pending
patent applications.
US Patent # 9,155,848 Method and System
for Vaporization of a Substance
We have a utility patent
for an apparatus for the vaporization of materials that releases active constituents for inhalation without the creation of harmful
byproducts such as carcinogens associated with combustion and inhalation of substances. This patent expires on October 13, 2035.
U.S. Patent # 6,095,153 - Vaporization of
volatile materials
We have a utility patent
for the vaporization of volatile materials while avoiding combustion and denaturation of such material provide an alternative to
combustion as means of volatilizing bioactive and flavor compounds to make such compounds available for inhalation without generating
toxic or carcinogenic substances that are by-products of combustion and pyrolysis. This patent expires on June 19, 2018.
U.S. Patent # 6,772,756 - Method and System
for Vaporization of a Substance
We have a utility patent
for an apparatus for the vaporization of materials that releases active constituents for inhalation without the creation of harmful
byproducts such as carcinogens associated with combustion and inhalation of substances. This patent expires on February 9, 2022.
U.S. Patent # 6,990,978 - Method and System
for Vaporization of a Substance
We have a utility patent
for an apparatus for the vaporization of materials that releases active constituents for inhalation without the creation of harmful
byproducts such as carcinogens associated with combustion and inhalation of substances. This patent expires on January 31, 2026.
U.S. Design Patent # 489,448 - Vaporization
Apparatus
We have a design patent
for the ornamental design for the vaporization apparatus. This patent expires on May 4, 2018.
U.S. Design Patent # 508,119 - Mesh Filter
with Glass Insert
We have a design patent
for the ornamental design for a component for a vaporizer. This patent expires on August 2, 2019.
U.S. Patent Application # 11/872,040 - Method
and System for Vaporization of a Substance
We have a utility patent
(filed on October 15, 2007) pending for an apparatus for the vaporization of materials that releases active constituents for inhalation
without the creation of harmful byproducts such as carcinogens associated with combustion and inhalation of substances.
U.S. Patent # 14/254,723 - Multi-User Inhalation
Adaptor
We have a utility patent
(filed on April 16, 2014) pending for a component of a vaporizer that allows multiple users to inhale the vapors of materials.
U.S. Design Patent # 29/473,910 - Vaporizer
We have a design patent
(filed on November 26, 2013) for the ornamental design for the vaporization apparatus.
Trademarks
We own trademarks on certain
of our products, including: Digital Air®, Nicohale®, and Vapir®.
Employees
As of December 31, 2015,
we have eight (8) full-time and one (1) part-time employees. None of these employees are represented by collective bargaining agreements
and the Company considers it relations with its employees to be good.
Corporation Information
Our principal executive
offices are located at 2365 Paragon Dr., Suite B San Jose, CA, 95131. Our telephone number is (800) 841-1022. Our website is www.vapir.com.
ITEM 1A. RISK FACTORS
Smaller reporting companies
are not required to provide the information required by this item.
ITEM 2. PROPERTIES
The Company’s corporate
headquarters is located in California. The Company currently leases space located at 2365 Paragon Dr., Suite B, San Jose, CA, 95131.
Product design occurs at this location.
This is our only location.
We have a lease for the property that commenced on November 1, 2015 and has a term of thirty eight (38) months. We currently pay
$6,300 a month for the leased premises. The lease is for 5,050 square feet of office space.
Our devices are manufactured
in Guang Dong, China. We do not have a written manufacturing contract with our manufacturer. We use purchase orders to memorialize
the terms of order placements.
ITEM 3. LEGAL PROCEEDINGS
From time to time, the
Company is involved in litigation matters relating to claims arising from the ordinary course of business. While the results of
such claims and legal actions cannot be predicted with certainty, the Company’s management does not believe that there are
claims or actions, pending or threatened against the Company, the ultimate disposition of which would have a material adverse effect
on our business, results of operations, financial condition or cash flows.
ITEM 4. MINE SAFETY DISCLOSURE
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S
COMMON EQUTY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is currently
approved for quotation on the OTC Bulletin Board (OTCQB) maintained by the Financial Industry Regulatory Authority, Inc. under
the symbol “VAPI”. There were no trades our stock prior to April 6, 2015. The table below sets forth the high and low
closing price per share of our common stock for each quarter since April 6, 2015. These prices represent inter-dealer quotations
without retail markup, markdown, or commission and may not necessarily represent actual transactions.
Fiscal Quarter Ended | |
High | | |
Low | |
June 30, 2015 | |
$ | 4.05 | | |
$ | 0.18 | |
September 30, 2015 | |
$ | 0.26 | | |
$ | 0.16 | |
December 31, 2015 | |
$ | 0.35 | | |
$ | 0.05 | |
Holders
As of March 31, 2016, there
were approximately 74 holders of record of our common stock, and an indeterminate number of holders of unrestricted shares.
Dividends
We have not declared cash
dividends on our common stock since our inception and we do not anticipate paying any cash dividends in the foreseeable future.
Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future
dividend policy will be determined from time to time by our board of directors.
Unregistered Sales of Equity Securities
There have been no unregistered
sales of equity securities for the period covered under this report that have not been previously disclosed in a prior filing.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable as we are a smaller reporting
company.
ITEM 7. MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Except for the historical
information, the following discussion contains forward-looking statements that are subject to risks and uncertainties. We caution
you not to put undue reliance on any forward-looking statements, which speak only as of the date of this report. Our actual results
or actions may differ materially from these forward-looking statements for many reasons. Our discussion and analysis of our financial
condition and results of operations should be read in conjunction with the financial statements and related notes and with the
understanding that our actual future results may be materially different from what we currently expect.
Overview
Vapir Enterprises, Inc.
was originally incorporated under the laws of the State of Nevada on December 17, 2009 under the name Apps Genius Corp. Our original
business was to develop, market, publish and distribute social games and software applications that consumers could use on a variety
of platforms, including social networks, wireless devices and stand-alone websites. We were unsuccessful in operating our business
and on October 7, 2013 we entered into a Membership Interest Purchase Agreement with FAL Minerals LLC and we changed our name to
FAL Exploration Corp. The agreement with FAL Minerals LLC has since been terminated and we have now entered into the Exchange Agreement
with Vapir, Inc. and its shareholders. In addition, we changed our name to Vapir Enterprises, Inc. to better represent our new
business operations.
On December 30, 2014,
Vapir, Inc., a private California corporation (“Vapir”), which is the historical business, entered into a Share Exchange
Agreement with the Company, all of the stockholders of Vapir (the “Vapir Shareholders”), and the Company’s controlling
stockholders whereby the Company agreed to acquire all of the issued and outstanding capital stock of Vapir in exchange for 38,624,768
shares of the Company’s common stock. On December 30, 2014, the transaction closed and Vapir is now a wholly-owned subsidiary
of the Company. The number of shares issued represented approximately 80.0% of the issued and outstanding common stock immediately
after the consummation of the Share Exchange Agreement. In addition, Vapir’s board of directors and management obtained the
board and management control of the combined entity stock immediately after the consummation of the Share Exchange Agreement.
Vapir, Inc., our subsidiary,
was incorporated on October 26, 2006 in the State of California.
Vapir, Inc. specializes
in creating revolutionary digital aromatherapy device or Vaporizer which extracts the essential elements of plant material through
our proprietary process by utilizing heat and convection air.
On April 3, 2015, we closed
a financing transaction by entering into a Securities Purchase Agreement dated April 3, 2015 (the “Securities Purchase Agreement”)
with certain accredited investors (the “Purchasers”) for an aggregate subscription amount of $500,000 (the “Purchase
Price”). Pursuant to the Securities Purchase Agreement, we issued a 6% Convertible Debenture (the “Debenture”)
and warrants exercisable into 500,000 shares of common stock at an exercise price of $0.60 per share (the “Warrants”).
The Debenture accrues
interest at a rate equal to 6% per annum and the Debenture has a maturity date of October 3, 2016. The Debenture is convertible
any time after its issuance date. The Purchaser has the right to convert the Debenture into shares of the Company’s common
stock at a conversion price equal to $0.50. The conversion price, however, is subject to full ratchet anti-dilution in the event
that Company issue any securities at a price lower than the conversion price then in effect.
Pursuant to the Securities
Purchase Agreement, the Company issued warrants to acquire 500,000 shares of our common stock. The Warrants issued in this transaction
are immediately exercisable at an exercise price of $0.60 per share, subject to applicable adjustments including full ratchet anti-dilution
in the event that the Company issue any securities at a price lower than the exercise price then in effect. The Warrants have an
expiration period of five years from the original issue date.
Year Ended December 31, 2015 Compared to the Year Ended December
31, 2014
| |
For the Year Ended | |
| |
December 31, 2015 | | |
December 31, 2014 | |
| |
| | |
| |
| |
| | |
| |
Net Sales | |
$ | 2,157,929 | | |
$ | 1,646,947 | |
| |
| | | |
| | |
Cost of sales | |
| 1,199,461 | | |
| 710,423 | |
| |
| | | |
| | |
Gross profit | |
| 958,468 | | |
| 936,524 | |
| |
| | | |
| | |
OPERATING EXPENSES: | |
| | | |
| | |
Selling expenses | |
| 144,306 | | |
| 72,217 | |
| |
| | | |
| | |
Compensation | |
| 643,782 | | |
| 655,126 | |
| |
| | | |
| | |
Research and development | |
| 330,913 | | |
| 81,521 | |
| |
| | | |
| | |
General and administrative | |
| 337,538 | | |
| 493,972 | |
| |
| | | |
| | |
Total Operating Expenses | |
| 1,456,539 | | |
| 1,302,836 | |
| |
| | | |
| | |
LOSS FROM OPERATIONS | |
| (498,071 | ) | |
| (366,312 | ) |
| |
| | | |
| | |
OTHER INCOME (EXPENSE): | |
| | | |
| | |
Derivative expense | |
| (188,378 | ) | |
| - | |
Change in fair value of derivative liabilities | |
| 485,725 | | |
| - | |
Settlement of potential litigation | |
| - | | |
| (40,000 | ) |
Interest expense, net | |
| (314,082 | ) | |
| (17,612 | ) |
| |
| | | |
| | |
Other Expense, net | |
| (16,735 | ) | |
| (57,612 | ) |
| |
| | | |
| | |
NET LOSS | |
$ | (514,806 | ) | |
$ | (423,924 | ) |
Net Sales
Net sales for the years
ended December 31, 2015 and 2014 were $2,157,929 and $1,646,947 respectively, an increase of $510,982 or approximately 31%. The
increase in sales during the year ended December 31, 2015 was primarily attributable to an increase in sales of vaporizers product
of approximately $644,000 offset by the decrease in sales of our accessories product of $189,000. Additionally, revenues from product
shipping to our customers increased by approximately $36,000 during the year ended December 31, 2015. We expect our revenues to
increase during fiscal 2016 however, we are unable at this time to estimate the amount of the expected increases.
Cost of Sales
Cost of goods sold for
the year ended December 31, 2015 and 2014 were $1,199,461 and $710,423, respectively, an increase of $489,038 or approximately
69%. Cost of goods sold increase during the year ended December 31, 2015 is primarily due to the increase in sales of our vaporizers
products which carries higher cost than our product accessories.
Operating Expenses
Total operating expenses
for the year ended December 31, 2015 and 2014 were $1,456,539 and $1,302,836, respectively, an increase of $153,703 or approximately
12%. The increase in operating expenses during the year ended December 31, 2015 is primarily due to an increase in marketing and
advertising fees of our vaporizer products of approximately $72,000, increase in legal fees primarily for a patent litigation that
the Company was involved in and for our SEC filings of approximately $19,000, increase stock based consulting fees related to investor
relation service agreement of $62,500, increase accounting fees for our SEC filings of approximately $70,000 offset by a decrease
in research and development expense of approximately $73,000.
Other Expense, net
Total other expense, net
for the year ended December 31, 2015 and 2014 were $16,735 and $57,612, respectively, a decrease of $40,877 or approximately 71%.
The decrease in other expenses is the result of the recognition of the gain resulting from the decrease in fair value of derivative
liabilities offset by the increase in derivative expense and interest expense from related party advances and convertible debentures
and also includes amortization of debt discount and deferred financing cost in connection with the issuance of convertible debentures
offset by the gain resulting from the decrease in fair value of derivative liabilities.
Net loss
Net loss for the year ended
December 31, 2015 and 2014 was $514,806 and $423,924, respectively, as a result of the items discussed above.
Liquidity and Capital Resources
Liquidity is the ability
of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on
an ongoing basis.
We are not aware
of any known trends or any known demands, commitments or events that will result in our liquidity increasing or decreasing in any
material way. We are not aware of any matters that would have an impact on future operations.
Our net revenues are not
sufficient to fund our operating expenses. At December 31, 2015, we had a cash balance of approximately $7,900 and working capital
(deficit) of ($895,000). During the year ended December 31, 2015, we borrowed $500,000 of convertible debentures which will mature
in October 2016 and a total of $300,500 of loans from a related party to fund our operating expenses, pay our obligations, and
grow our company. We repaid $74,000 of these related party loans during fiscal 2015. We currently have no material commitments
for capital expenditures. We may be required to raise additional funds, particularly if we are unable to generate positive cash
flow as a result of our operations. We estimate that based on current plans and assumptions, that our cash will not be sufficient
to satisfy our cash requirements under our present operating expectations, without further financing, for up to 12 months. We presently
have no other alternative source of working capital. We may not have sufficient working capital and net revenues to fund the expansion
of our operations and to provide working capital necessary for our ongoing operations and obligations. We will need to raise significant
additional capital to fund our operating expenses, pay our obligations, and grow our company. Therefore our future operations will
be dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities,
obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the
U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities.
Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect
amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore,
if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities
may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional
capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable
to obtain additional financing, we will likely be required to curtail our marketing and development plans and possibly cease our
operations.
We anticipate that
depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore,
our auditors have raised substantial doubt about our ability to continue as a going concern.
Our liquidity may be negatively
impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable
corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the
Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal
and financial compliance costs and to make some activities more time consuming and costly.
Inflation and Changing Prices
Neither inflation nor changing
prices for the year ended December 31, 2015 had a material impact on our operations.
Off-Balance Sheet Arrangements
None.
Quantitative and Qualitative Disclosures
About Market Risk
Not applicable.
Critical Accounting Policies
The preparation
of financial statements in conformity with accounting principles generally accepted in the United States of America (“US
GAAP”) requires our management to make assumptions, estimates, and judgments that affect the amounts reported, including
the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies
that are significant to the preparation of our financial statements. These accounting policies are important for an understanding
of our financial condition and results of operations. Critical accounting policies are those that are most important to the portrayal
of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment,
often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent
periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because
of the possibility that future events affecting the estimate may differ significantly from management’s current judgments.
We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation
of our financial statements.
Use of Estimates
The preparation
of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and
expenses during the period. Actual results could differ from those estimates. Significant matters requiring the use of estimates
and assumptions include, but may not be limited to, accounts receivable allowances and evaluation of impairment of long lived assets
and intangible assets and the fair value of common stock issued. Management believes that its estimates and assumptions are reasonable,
based on information that is available at the time they are made.
Revenue recognition
The Company follows
paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue
when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following
criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been
rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
Intangible assets
In accordance with ASC
350-30-65, “Intangibles - Goodwill and Others”, the Company assesses the impairment of identifiable intangibles whenever
events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be
important which could trigger an impairment review include the following:
|
1. |
Significant underperformance relative to expected historical or projected future operating results; |
|
2. |
Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and |
|
3. |
Significant negative industry or economic trends. |
When the Company determines
that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of
impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records
an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate
determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment
is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company considers current
events and circumstances by attending trade shows, having a constant direct dialogue with our distributors, and an internal review
and research by management to keep current with the vaporizer industry and to determine if there is any economic downturn.
The Company evaluates
the recoverability of intangible assets annually or whenever events or changes in circumstances indicate that an intangible asset’s
carrying amount may not be recoverable. If it is determined by reviewing the above factors that a possible impairment exists, the
Company must then determine if the carrying amount of the intangibles is recoverable based upon the comparison of the total undiscounted
future cash flows from the intangibles to the carrying amount of the intangibles. Based on our assessment in fiscal 2015, we determined
that the sum of the future undiscounted cash flows exceeded the carrying amount of the intangibles and therefore the carrying amount
of the intangible is recoverable.
Derivative Liabilities
The Company follows the
provisions of FASB ASC Topic No. 815-40, “Derivatives and Hedging - Contracts in an Entity’s Own Stock”, for
the embedded conversion options and the warrants that were accounted for as derivative liabilities at the date of issuance and
adjusted to fair value through earnings at each reporting date. In accordance with ASC 815, the Company has bifurcated the conversion
feature of the convertible Debentures, along with the free-standing warrant derivative instruments and recorded derivative liabilities
on their issuance date. The Company uses the Simple Binomial Lattice model to value the derivative liabilities.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
As a smaller reporting company, we are not required
to provide this information.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
VAPIR
ENTERPRISES, INC. AND SUBSIDIARY
DECEMBER
31, 2015 and 2014
INDEX
TO THE CONSOLIDATED FINANCIAL STATEMENTS
CONTENTS
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Vapir Enterprises, Inc.
We have audited the consolidated balance
sheets of Vapir Enterprises, Inc. (the “Company”) as of December 31, 2015 and 2014 and the related statements of operations,
changes in stockholders’ equity (deficit) and cash flows for the reporting periods then ended. These consolidated financial
statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31,
2015 and 2014 and the results of its operations and its cash flows for the reporting periods then ended in conformity with accounting
principles generally accepted in the United States of America.
The accompanying consolidated financial
statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the
consolidated financial statements, the Company had an accumulated deficit at December 31, 2015, a net loss and net cash used in
operating activities for the year then ended. These factors raise substantial doubt about the Company’s ability to
continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/Li and Company, PC
Li and Company, PC
Skillman, New Jersey
March 21, 2016
VAPIR
ENTERPRISES, INC. AND SUBSIDIARY |
CONSOLIDATED
BALANCE SHEETS |
|
| |
December
31, | |
| |
2015 | | |
2014 | |
| |
| | |
| |
ASSETS | |
| | |
| |
| |
| | |
| |
CURRENT
ASSETS: | |
| | |
| |
Cash | |
$ | 7,858 | | |
$ | 27,304 | |
Accounts
receivable, net | |
| 24,518 | | |
| 2,588 | |
Inventory | |
| 212,411 | | |
| 110,551 | |
Prepaid
expense and other current assets | |
| 18,424 | | |
| - | |
Advances
to suppliers | |
| 136,427 | | |
| 67,652 | |
| |
| | | |
| | |
Total
Current Assets | |
| 399,638 | | |
| 208,095 | |
| |
| | | |
| | |
OTHER
ASSETS: | |
| | | |
| | |
Property
and equipment, net | |
| 87,668 | | |
| 3,732 | |
Intangible
assets, net | |
| 375,176 | | |
| 442,352 | |
Deposit | |
| 2,813 | | |
| - | |
| |
| | | |
| | |
Total
Other Assets | |
| 465,657 | | |
| 446,084 | |
| |
| | | |
| | |
Total
Assets | |
$ | 865,295 | | |
$ | 654,179 | |
| |
| | | |
| | |
LIABILITIES
AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
| |
| | | |
| | |
CURRENT
LIABILITIES: | |
| | | |
| | |
Accounts
payable and accrued expenses | |
$ | 225,882 | | |
$ | 236,051 | |
Convertible
notes payable, net of debt discount | |
| 247,724 | | |
| - | |
Loan
payable | |
| 197,000 | | |
| 197,000 | |
Note
payable - current maturities | |
| 19,800 | | |
| 19,800 | |
Customer
deposits | |
| 20,609 | | |
| 52,938 | |
Advances
from related party | |
| 370,614 | | |
| 136,000 | |
Deferred
rent | |
| 10,728 | | |
| - | |
Derivative
liabilities | |
| 202,653 | | |
| - | |
| |
| | | |
| | |
Total
Current Liabilities | |
| 1,295,010 | | |
| 641,789 | |
| |
| | | |
| | |
LONG-TERM
LIABILITIES: | |
| | | |
| | |
Note
payable, net of current maturities | |
| 5,250 | | |
| 25,050 | |
| |
| | | |
| | |
Total
Long-term Liabilities | |
| 5,250 | | |
| 25,050 | |
| |
| | | |
| | |
Total
Liabilities | |
| 1,300,260 | | |
| 666,839 | |
| |
| | | |
| | |
COMMITMENTS
AND CONTINGENCIES | |
| | | |
| | |
| |
| | | |
| | |
STOCKHOLDERS'
DEFICIT: | |
| | | |
| | |
Preferred
stock $0.001 par value: 20,000,000 shares authorized; none issued and outstanding | |
| - | | |
| - | |
Common
stock $0.001 par value: 100,000,000 shares authorized; 48,466,819 and 48,280,962 shares issued and outstanding, respectively | |
| 48,467 | | |
| 48,281 | |
Additional
paid in capital | |
| 31,374 | | |
| (60,941 | ) |
Accumulated
deficit | |
| (514,806 | ) | |
| - | |
| |
| | | |
| | |
Total
Stockholders' Deficit | |
| (434,965 | ) | |
| (12,660 | ) |
| |
| | | |
| | |
Total
Liabilities and Stockholders' Deficit | |
$ | 865,295 | | |
$ | 654,179 | |
See accompanying
notes to the consolidated financial statements
VAPIR ENTERPRISES, INC. AND SUBSIDIARY |
CONSOLIDATED STATEMENTS OF OPERATIONS |
|
| |
For the Years Ended | |
| |
December 31, 2015 | | |
December 31, 2014 | |
| |
| | |
| |
| |
| | |
| |
Net sales | |
$ | 2,157,929 | | |
$ | 1,646,947 | |
| |
| | | |
| | |
Cost of sales | |
| 1,199,461 | | |
| 710,423 | |
| |
| | | |
| | |
Gross profit | |
| 958,468 | | |
| 936,524 | |
| |
| | | |
| | |
OPERATING EXPENSES: | |
| | | |
| | |
| |
| | | |
| | |
Selling expenses | |
| 144,306 | | |
| 72,217 | |
Compensation | |
| 643,782 | | |
| 655,126 | |
Professional and consulting fees | |
| 330,913 | | |
| 81,521 | |
General and administrative | |
| 337,538 | | |
| 493,972 | |
| |
| | | |
| | |
Total Operating Expenses | |
| 1,456,539 | | |
| 1,302,836 | |
| |
| | | |
| | |
LOSS FROM OPERATIONS | |
| (498,071 | ) | |
| (366,312 | ) |
| |
| | | |
| | |
OTHER INCOME (EXPENSE): | |
| | | |
| | |
Derivative expense | |
| (188,378 | ) | |
| - | |
Change in fair value of derivative liabilities | |
| 485,725 | | |
| - | |
Litigation settlement | |
| - | | |
| (40,000 | ) |
Interest expense, net | |
| (314,082 | ) | |
| (17,612 | ) |
| |
| | | |
| | |
Other expense, net | |
| (16,735 | ) | |
| (57,612 | ) |
| |
| | | |
| | |
LOSS BEFORE INCOME TAX PROVISION | |
| (514,806 | ) | |
| (423,924 | ) |
| |
| | | |
| | |
INCOME TAX PROVISION (BENEFIT) | |
| - | | |
| - | |
| |
| | | |
| | |
NET LOSS | |
$ | (514,806 | ) | |
$ | (423,924 | ) |
| |
| | | |
| | |
PRO FORMA FINANCIAL INFORMATION (UNAUDITED): | |
| | | |
| | |
| |
| | | |
| | |
LOSS BEFORE INCOME TAX PROVISION | |
$ | - | | |
$ | (423,924 | ) |
| |
| | | |
| | |
INCOME TAX PROVISION (BENEFIT) | |
| - | | |
| (104,896 | ) |
| |
| | | |
| | |
NET LOSS | |
$ | (514,806 | ) | |
$ | (319,028 | ) |
| |
| | | |
| | |
EARNINGS PER SHARE: | |
| | | |
| | |
Basic and diluted | |
$ | (0.01 | ) | |
$ | (0.01 | ) |
| |
| | | |
| | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | |
| | | |
| | |
Basic and diluted | |
| 48,414,506 | | |
| 38,651,223 | |
See accompanying
notes to the consolidated financial statements
VAPIR ENTERPRISES, INC. AND SUBSIDIARY |
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) |
For the Year Ended December 31, 2014 and 2015 |
|
| |
Common Stock | | |
| | |
| | |
Total | |
| |
$0.001 Par Value | | |
Additional | | |
Accumulated | | |
Stockholders' | |
| |
Number of | | |
| | |
Paid-in | | |
Earnings | | |
Equity | |
| |
Shares | | |
Amount | | |
Capital | | |
(Deficit) | | |
(Deficit) | |
| |
| | |
| | |
| | |
| | |
| |
Balance, December 31, 2013 | |
| 38,624,768 | | |
$ | 38,625 | | |
$ | 361,375 | | |
$ | 34,691 | | |
$ | 434,691 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Reverse acquisition adjustment | |
| 9,656,194 | | |
| 9,656 | | |
| (33,083 | ) | |
| | | |
| (23,427 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| - | | |
| - | | |
| - | | |
| (423,924 | ) | |
| (423,924 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Reclassification of undistributed retained earnings as
of December 30, 2014 to additional paid-in capital | |
| - | | |
| - | | |
| (389,233 | ) | |
| 389,233 | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, December 31, 2014 | |
| 48,280,962 | | |
| 48,281 | | |
| (60,941 | ) | |
| - | | |
| (12,660 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued for services | |
| 185,857 | | |
| 186 | | |
| 92,315 | | |
| - | | |
| 92,501 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| - | | |
| - | | |
| - | | |
| (514,806 | ) | |
| (514,806 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, December 31, 2015 | |
| 48,466,819 | | |
$ | 48,467 | | |
$ | 31,374 | | |
$ | (514,806 | ) | |
$ | (434,965 | ) |
See accompanying
notes to the consolidated financial statements
VAPIR ENTERPRISES, INC. AND SUBSIDIARY |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
| |
| | |
| |
| |
For the Years Ended | |
| |
December 31, 2015 | | |
December 31, 2014 | |
| |
| | |
| |
| |
| | |
| |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | |
| |
Net loss | |
$ | (514,806 | ) | |
$ | (423,924 | ) |
Adjustments to reconcile net loss to net cash used in operating activities | |
| | | |
| | |
Bad debt expense | |
| 1,774 | | |
| 170 | |
Depreciation | |
| 13,774 | | |
| 23,443 | |
Amortization of intangible assets | |
| 67,176 | | |
| 67,176 | |
Amortization of deferred financing cost | |
| 11,148 | | |
| - | |
Amortization of debt discount | |
| 247,724 | | |
| - | |
Derivative expense | |
| 188,378 | | |
| - | |
Common stock issued for services earned | |
| 92,501 | | |
| - | |
Change in fair value of derivative liabilities | |
| (485,725 | ) | |
| - | |
Changes in assets and liabilities: | |
| | | |
| | |
Accounts receivable | |
| (23,704 | ) | |
| 119,971 | |
Prepaid expense and other current assets | |
| (7,072 | ) | |
| - | |
Advances to suppliers | |
| (68,775 | ) | |
| (67,652 | ) |
Inventory | |
| (101,860 | ) | |
| (64,199 | ) |
Deposit | |
| (2,813 | ) | |
| - | |
Accounts payable and accrued expenses | |
| (2,055 | ) | |
| 171,307 | |
Customer deposits | |
| (32,329 | ) | |
| 39,009 | |
Deferred rent | |
| 10,728 | | |
| - | |
| |
| | | |
| | |
NET CASH USED IN OPERATING ACTIVITIES | |
| (605,936 | ) | |
| (134,699 | ) |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | |
Purchase of property and equipment | |
| (97,710 | ) | |
| - | |
| |
| | | |
| | |
NET CASH USED IN INVESTING ACTIVITIES | |
| (97,710 | ) | |
| - | |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
Advances from related party | |
| 300,500 | | |
| 266,000 | |
Repayments to related party for advances | |
| (74,000 | ) | |
| (130,000 | ) |
Net proceeds from convertible notes payable | |
| 477,500 | | |
| - | |
Proceeds received from loan | |
| - | | |
| 21,000 | |
Repayment of note payable | |
| (19,800 | ) | |
| (19,800 | ) |
| |
| | | |
| | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | |
| 684,200 | | |
| 137,200 | |
| |
| | | |
| | |
NET CHANGE IN CASH | |
| (19,446 | ) | |
| 2,501 | |
| |
| | | |
| | |
CASH - beginning of year | |
| 27,304 | | |
| 24,803 | |
| |
| | | |
| | |
CASH - end of year | |
$ | 7,858 | | |
$ | 27,304 | |
| |
| | | |
| | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |
| | | |
| | |
Interest paid | |
$ | 25,640 | | |
$ | 17,612 | |
Income taxes paid | |
$ | - | | |
$ | - | |
See accompanying
notes to the consolidated financial statements
Vapir
Enterprises, Inc. and Subsidiary
December
31, 2015 and 2014
Notes
to the Consolidated Financial Statements
Note
1 – Organization and Operations
Vapir
Enterprises, Inc.
Vapir
Enterprises Inc. (formerly FAL Exploration Corp.) (“Vapir Enterprises” or the “Company”) was incorporated
in the State of Nevada on December 17, 2009. The Company’s principal business is focused on inventing, developing and producing
aromatherapy devices and vaporizers. The Company’s aromatherapy devices utilize heat and convection air and thereby extract
natural essences and produce fresh fragrances.
Acquisition
of Vapir, Inc. Treated as a Reverse Acquisition
On
December 30, 2014, Vapir, Inc., a private California corporation (“Vapir”), which is the historical business, entered
into a Share Exchange Agreement with the Company, all of the stockholders of Vapir (the “Vapir Shareholders”), and
the Company’s controlling stockholders whereby the Company agreed to acquire all of the issued and outstanding capital stock
of Vapir in exchange for 38,624,768 shares of the Company’s common stock. On December 30, 2014, the transaction closed and
Vapir is now a wholly-owned subsidiary of the Company. The number of shares issued represented approximately 80.0% of the issued
and outstanding common stock immediately after the consummation of the Share Exchange Agreement. In addition, Vapir’s board
of directors and management obtained the board and management control of the combined entity stock immediately after the consummation
of the Share Exchange Agreement.
As
a result of the controlling financial interest of the former stockholders of Vapir, for financial statement reporting purposes,
the business combination between Vapir and Vapir Enterprises has been treated as a reverse acquisition with Vapir deemed the accounting
acquirer and Vapir Enterprises deemed the accounting acquiree under the acquisition method of accounting in accordance with FASB
Accounting Standards Codification (“ASC”) Section 805-10-55. The reverse acquisition is deemed a capital transaction
and the net assets of Vapir (the accounting acquirer) are carried forward to Vapir Enterprises (the legal acquirer and the reporting
entity) at their carrying value before the acquisition. The acquisition process utilizes the capital structure of Vapir Enterprises
and the assets and liabilities of Vapir which are recorded at historical cost. The equity of the combined entity is the historical
equity of Vapir retroactively restated to reflect the number of shares issued by Vapir Enterprises in the transaction.
Vapir,
Inc. was incorporated in the State of California in October 2006.
Note
2 – Significant and Critical Accounting Policies and Practices
The
Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness
of accounting policies and their application. Critical accounting policies and practices are those that are both most important
to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective,
or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.
The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted
accounting principles.
Basis
of Presentation
The
Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America (“US GAAP”).
Use
of Estimates and Assumptions and Critical Accounting Estimates and Assumptions
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
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(s) of the financial statements and the reported amounts of revenues and expenses
during the reporting period(s).
Critical
accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and
judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact
of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates
and assumptions affecting the financial statements were:
Vapir
Enterprises, Inc. and Subsidiary
December
31, 2015 and 2014
Notes
to the Consolidated Financial Statements
Note
2 – Significant and Critical Accounting Policies and Practices (continued)
| (i) | Assumption
as a going concern: Management
assumes that the Company will continue as a going concern, which contemplates continuity
of operations, realization of assets, and liquidation of liabilities in the normal course
of business. |
| (ii) | Allowance
for doubtful accounts: Management’s
estimate of the allowance for doubtful accounts
is based on historical sales, historical loss levels, and an analysis of the collectability
of individual accounts; and general economic conditions
that may affect a client’s ability to pay.
The Company evaluated the key factors and assumptions used to develop the allowance in
determining that it is reasonable in relation to the financial statements taken as a
whole. |
| (iii) | Inventory
obsolescence and markdowns: The Company’s
estimate of potentially excess and slow-moving inventories is based on evaluation of
inventory levels and aging, review of inventory turns and historical sales experiences.
The Company’s estimate of reserve for inventory shrinkage is based on the historical
results of physical inventory cycle counts. |
| (iv) | Fair
value of long-lived assets: Fair
value is generally determined using the asset’s expected future discounted cash
flows or market value, if readily determinable. If long-lived assets are determined to
be recoverable, but the newly determined remaining estimated useful lives are shorter
than originally estimated, the net book values of the long-lived assets are depreciated
over the newly determined remaining estimated useful lives. The Company considers the
following to be some examples of important indicators that may trigger an impairment
review: (i) significant under-performance or losses of assets relative to expected
historical or projected future operating results; (ii) significant changes in the
manner or use of assets or in the Company’s overall strategy with respect to the
manner or use of the acquired assets or changes in the Company’s overall business
strategy; (iii) significant negative industry or economic trends; (iv) increased
competitive pressures; (v) a significant decline in the Company’s stock price
for a sustained period of time; and (vi) regulatory changes. The Company evaluates
acquired assets for potential impairment indicators at least annually and more frequently
upon the occurrence of such events. |
| (v) | Valuation
allowance for deferred tax assets: Management
assumes that the realization of the Company’s net deferred tax assets resulting
from its net operating loss (“NOL”) carry–forwards for Federal income
tax purposes that may be offset against future taxable income was considered more likely
than not and accordingly, the potential tax benefits of the net loss carry-forwards are
recorded as a deferred tax benefit. Management made this assumption based on its ability
to raise additional funds to support its daily operations by way of a public or private
offering, among other factors. |
| (vi) | Estimates
and assumptions used in valuation of derivative liabilities and equity instruments:
Management estimates expected term of share options and similar instruments, expected
volatility of the Company’s common shares and the method used to estimate it, expected
annual rate of quarterly dividends, and risk free rate(s) to value derivative liabilities,
share options and similar instruments. |
These
significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached
to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.
Management
bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the
financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from other sources.
Management
regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes
in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those
estimates are adjusted accordingly.
Actual
results could differ from those estimates.
Principles
of Consolidation
The
Company applies the guidance of Topic 810 “Consolidation” of the FASB Accounting Standards Codification to
determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all
majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated
except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope
of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of
a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8, the usual condition
for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by
one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a
condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example,
by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all
less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists.
Vapir
Enterprises, Inc. and Subsidiary
December
31, 2015 and 2014
Notes
to the Consolidated Financial Statements
Note
2 – Significant and Critical Accounting Policies and Practices (continued)
The
consolidated financial statements include all accounts of the entities as of the reporting period ending date(s) and for the reporting
period(s) as follows:
Name
of consolidated subsidiary or entity |
|
State
or other jurisdiction of incorporation or organization |
|
Date
of incorporation or formation
(date
of acquisition, if applicable) |
|
Attributable
interest |
|
|
|
|
|
|
|
Vapir
Enterprises, Inc. |
|
The
State of Nevada, U.S.A. |
|
December
17, 2009 |
|
100% |
|
|
|
|
|
|
|
Vapir,
Inc. |
|
The
State of California, U.S.A. |
|
October
2006 (December 30, 2014) |
|
100% |
The
consolidated financial statements include all accounts of the Company as of December 31, 2015 and for the period from December
30, 2014 (date of acquisition) through December 31, 2015; Vapir as of December 31, 2015 and 2014 and for the years then ended.
All
inter-company balances and transactions have been eliminated.
Fair
Value of Financial Instruments
The
Company follows paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to
measure the fair value of its financial instruments and paragraph 825-10-50-10 of the FASB Accounting Standards Codification for
disclosures about fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value
in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value
measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37
establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three
(3) broad levels. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
Level
1 |
|
Quoted
market prices available in active markets for identical assets or liabilities as of the reporting date. |
|
|
|
Level
2 |
|
Pricing
inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable
as of the reporting date. |
|
|
|
Level
3 |
|
Pricing
inputs that are generally observable inputs and not corroborated by market data. |
Financial
assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or
similar techniques and at least one significant model assumption or input is unobservable.
The
fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities
and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within
more than one level described above, the categorization is based on the lowest level input that is significant to the fair value
measurement of the instrument.
The
carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid expenses
and other current assets, advances to suppliers, accounts payable and accrued expenses, and customer deposits approximate their
fair values because of the short maturity of these instruments.
The
Company’s convertible notes payable, notes payable and loan payable approximate the fair value of such instruments based
upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements
at December 31, 2015 and 2014.
Transactions
involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive,
free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the
related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such
representations can be substantiated.
Vapir
Enterprises, Inc. and Subsidiary
December
31, 2015 and 2014
Notes
to the Consolidated Financial Statements
Note
2 – Significant and Critical Accounting Policies and Practices (continued)
Fair
Value of Financial Assets and Liabilities Measured on a Recurring Basis
Level
3 Financial Liabilities - Derivative Warrant Liabilities and Derivative Liability on Conversion Feature
The
Company uses Level 3 of the fair value hierarchy to measure the fair value of the derivative liabilities and revalues its derivative
warrant liability and derivative liability on the conversion feature at every reporting period and recognizes gains or losses
in the consolidated statements of operations that are attributable to the change in the fair value of the derivative liabilities.
The
following table presents the derivative financial instruments, measured and recorded at fair value on the Company’s consolidated
balance sheets on a recurring basis, and their level within the fair value hierarchy as of December 31, 2015:
| |
Amount | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
Derivative liability - Embedded conversion | |
$ | 78,471 | | |
$ | - | | |
$ | - | | |
$ | 78,471 | |
Derivative liabilities - Tainted Warrants | |
| 124,182 | | |
| - | | |
| - | | |
| 124,182 | |
| |
$ | 202,653 | | |
$ | - | | |
$ | - | | |
$ | 202,653 | |
Fair
Value of Non-Financial Assets or Liabilities Measured on a Recurring Basis
The
Company’s non-financial assets include inventories. The Company identifies potentially excess and slow-moving inventories
by evaluating turn rates, inventory levels and other factors. Excess quantities are identified through evaluation of inventory
aging, review of inventory turns and historical sales experiences. The Company provides lower of cost or market reserves for such
identified excess and slow-moving inventories. The Company establishes a reserve for inventory shrinkage, if any, based on the
historical results of physical inventory cycle counts.
Carrying
Value, Recoverability and Impairment of Long-Lived Assets
The
Company has adopted Section 360-10-35 of the FASB Accounting Standards Codification for its long-lived assets. Pursuant to ASC
Paragraph 360-10-35-17 an impairment loss shall be recognized only if the carrying amount of a long-lived asset (asset group)
is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it
exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group).
That assessment shall be based on the carrying amount of the asset (asset group) at the date it is tested for recoverability.
An impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its
fair value. Pursuant to ASC Paragraph 360-10-35-20 if an impairment loss is recognized, the adjusted carrying amount of a long-lived
asset shall be its new cost basis. For a depreciable long-lived asset, the new cost basis shall be depreciated (amortized) over
the remaining useful life of that asset. Restoration of a previously recognized impairment loss is prohibited.
Pursuant
to ASC Paragraph 360-10-35-21 the Company’s long-lived asset (asset group) is tested for recoverability whenever events
or changes in circumstances indicate that its carrying amount may not be recoverable. The Company considers the following to be
some examples of such events or changes in circumstances that may trigger an impairment review: (a) significant decrease in the
market price of a long-lived asset (asset group); (b) A significant adverse change in the extent or manner in which a long-lived
asset (asset group) is being used or in its physical condition; (c) A significant adverse change in legal factors or in the business
climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator;
(d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of
a long-lived asset (asset group); (e) A current-period operating or cash flow loss combined with a history of operating or cash
flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset
group); and (f) A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed
of significantly before the end of its previously estimated useful life. The Company tests its long-lived assets for potential
impairment indicators at least annually and more frequently upon the occurrence of such events.
Vapir
Enterprises, Inc. and Subsidiary
December
31, 2015 and 2014
Notes
to the Consolidated Financial Statements
Note
2 – Significant and Critical Accounting Policies and Practices (continued)
Pursuant
to ASC Paragraphs 360-10-35-29 through 35-36 Estimates of future cash flows used to test the recoverability of a long-lived asset
(asset group) shall include only the future cash flows (cash inflows less associated cash outflows) that are directly associated
with and that are expected to arise as a direct result of the use and eventual disposition of the asset (asset group). Estimates
of future cash flows used to test the recoverability of a long-lived asset (asset group) shall incorporate the entity’s
own assumptions about its use of the asset (asset group) and shall consider all available evidence. The assumptions used in developing
those estimates shall be reasonable in relation to the assumptions used in developing other information used by the entity for
comparable periods, such as internal budgets and projections, accruals related to incentive compensation plans, or information
communicated to others. However, if alternative courses of action to recover the carrying amount
of a long-lived asset (asset group) are under consideration or if a range is estimated for the amount of possible future cash
flows associated with the likely course of action, the likelihood of those possible outcomes shall be considered. A probability-weighted
approach may be useful in considering the likelihood of those possible outcomes. Estimates of future cash flows used to
test the recoverability of a long-lived asset (asset group) shall be made for the remaining useful life of the asset (asset group)
to the entity. For long-lived assets (asset groups) that have uncertainties both in timing and amount, an expected present value
technique will often be the appropriate technique with which to estimate fair value.
Pursuant
to ASC Paragraphs 360-10-45-4 and 360-10-45-5 an impairment loss recognized for a long-lived asset (asset group) to be held and
used shall be included in income from continuing operations before income taxes in the income statement of a business entity.
If a subtotal such as income from operations is presented, it shall include the amount of that loss. A gain or loss recognized
on the sale of a long-lived asset (disposal group) that is not a component of an entity shall be included in income from continuing
operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented,
it shall include the amounts of those gains or losses. The Company did not consider it necessary to record any impairment charges
during the year ended December 31, 2015 and 2014.
Cash
equivalents
The
Company considers all highly liquid debt instruments and other short-term investments with maturities of three months or less,
when purchased, to be cash equivalents. The Company maintains cash and cash equivalent balances at one financial institution
that is insured by the Federal Deposit Insurance Corporation. The Company’s account at this institution is insured by the
Federal Deposit Insurance Corporation (“FDIC”) up to $250,000.
As
of December 31, 2015, the Company has not reached bank balances exceeding the FDIC insurance limit. To reduce its risk associated
with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution
in which it holds deposits.
Accounts
receivable and allowance for doubtful accounts
Pursuant
to FASB ASC paragraph 310-10-35-47 trade receivables that management has the intent and ability to hold for the foreseeable future
shall be reported in the balance sheet at outstanding principal adjusted for any charge-offs and the allowance for doubtful accounts..
The Company follows FASB ASC paragraphs 310-10-35-7 through 310-10-35-10 to estimate the allowance for doubtful accounts. Pursuant
to FASB ASC paragraph 310-10-35-9 Losses from uncollectible receivables shall be accrued when
both of the following conditions are met: (a) Information available before the financial statements are issued or are available
to be issued (as discussed in Section 855-10-25) indicates that it is probable that an asset has been impaired at the date of
the financial statements, and (b) The amount of the loss can be reasonably estimated. Those conditions may be considered in relation
to individual receivables or in relation to groups of similar types of receivables. If the conditions are met, accrual shall be
made even though the particular receivables that are uncollectible may not be identifiable. The Company reviews individually
each trade receivable for collectability and performs on-going credit evaluations of its customers and adjusts credit limits based
upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information;
and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and general
economic conditions that may affect a client’s ability to pay.
Bad
debt expense is included in general and administrative expenses.
Pursuant
to FASB ASC paragraph 310-10-35-41 Credit losses for trade receivables (uncollectible trade receivables), which may be for all
or part of a particular trade receivable, shall be deducted from the allowance. The related trade receivable balance shall be
charged off in the period in which the trade receivables are deemed uncollectible. Recoveries of trade receivables previously
charged off shall be recorded when received. The Company charges off its trade account receivables against
the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
Vapir
Enterprises, Inc. and Subsidiary
December
31, 2015 and 2014
Notes
to the Consolidated Financial Statements
Note
2 – Significant and Critical Accounting Policies and Practices (continued)
As
of December 31, 2015 and 2014, there was $1,373 and $0 allowance for doubtful accounts, respectively. The Company recorded
bad debt expense of $1,774 and $170 during the year ended December 31, 2015 and 2014, respectively.
Inventory
Inventory
Valuation
The
Company values inventory, consisting of finished goods, at the lower of cost or market. Cost is determined on the first-in and
first-out (“FIFO”) method. The Company reduces inventory for the diminution of value, resulting from product obsolescence,
damage or other issues affecting marketability, equal to the difference between the cost of the inventory and its estimated market
value. Factors utilized in the determination of estimated market value include (i) estimates of future demand, and
(ii) competitive pricing pressures.
Inventory
Obsolescence and Markdowns
The
Company evaluates its current level of inventory considering historical sales and other factors and, based on this evaluation,
classify inventory markdowns in the income statement as a component of cost of goods sold pursuant to Paragraph 420-10-S99 of
the FASB Accounting Standards Codification to adjust inventory to net realizable value. These markdowns are estimates, which could
vary significantly from actual requirements if future economic conditions, customer demand or competition differ from expectations.
There
was no inventory obsolescence for the reporting period ended December 31, 2015 or 2014. There was no lower of cost or market adjustments
for the reporting period ended December 31, 2015 or 2014.
Advances
to suppliers
Advances
to suppliers represent the cash paid in advance for the purchased of inventory. The advances to suppliers are interest free and
unsecured.
Property
and Equipment
Property
and equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are
charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective
estimated residual values) over the estimated useful lives of the respective assets as follows:
| |
Estimated Useful Life (Years) | |
| |
| |
Auto | |
| 3 | |
| |
| | |
Furniture and fixture | |
| 5 | |
| |
| | |
Leasehold improvement | |
| * | |
(*)
Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter.
Upon
sale or retirement, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected
in the statements of operations.
Leases
Lease
agreements are evaluated to determine whether they are capital leases or operating leases in accordance with paragraph 840-10-25-1
of the FASB Accounting Standards Codification (“Paragraph 840-10-25-1”). Pursuant to Paragraph 840-10-25-1 a lessee
and a lessor shall consider whether a lease meets any of the following four criteria as part of classifying the lease at its inception
under the guidance in the Lessees Subsection of this Section (for the lessee) and the Lessors Subsection of this Section (for
the lessor): a. Transfer of ownership. The lease transfers ownership of the property to the lessee by the end of the lease term.
This criterion is met in situations in which the lease agreement provides for the transfer of title at or shortly after the end
of the lease term in exchange for the payment of a nominal fee, for example, the minimum required by statutory regulation to transfer
title. b. Bargain purchase option. The lease contains a bargain purchase option. c. Lease term. The lease term is equal
to 75 percent or more of the estimated economic life of the leased property.
Vapir
Enterprises, Inc. and Subsidiary
December
31, 2015 and 2014
Notes
to the Consolidated Financial Statements
Note
2 – Significant and Critical Accounting Policies and Practices (continued)
d. Minimum
lease payments. The present value at the beginning of the lease term of the minimum lease payments, excluding that portion of
the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, including any profit
thereon, equals or exceeds 90 percent of the excess of the fair value of the leased property to the lessor at lease inception
over any related investment tax credit retained by the lessor and expected to be realized by the lessor. In accordance with paragraphs
840-10-25-29 and 840-10-25-30, if at its inception a lease meets any of the four lease classification criteria in Paragraph 840-10-25-1,
the lease shall be classified by the lessee as a capital lease; and if none of the four criteria in Paragraph 840-10-25-1 are
met, the lease shall be classified by the lessee as an operating lease. Pursuant to Paragraph 840-10-25-31 a lessee shall compute
the present value of the minimum lease payments using the lessee's incremental borrowing rate unless both of the following conditions
are met, in which circumstance the lessee shall use the implicit rate: a. It is practicable for the lessee to learn the implicit
rate computed by the lessor. b. The implicit rate computed by the lessor is less than the lessee's incremental borrowing
rate. Capital lease assets are depreciated on a straight line method, over the capital lease assets estimated useful lives consistent
with the Company’s normal depreciation policy for tangible fixed assets. Interest charges are expensed over the period of
the lease in relation to the carrying value of the capital lease obligation.
Operating
leases primarily relate to the Company’s leases of office spaces. When the terms of an operating lease include tenant improvement
allowances, periods of free rent, rent concessions, and/or rent escalation amounts, the Company establishes a deferred rent liability
for the difference between the scheduled rent payment and the straight-line rent expense recognized, which is amortized over the
underlying lease term on a straight-line basis as a reduction of rent expense.
Intangible
assets
The
Company records the purchase of intangible assets not purchased in a business combination in accordance with ASC 350-30-65 “Goodwill
and Other Intangible Assets” and records intangible assets acquired in a business combination or pushed-down pursuant to
acquisition by its parent in accordance with SFAS 141 “Business Combinations”.
Customer
Relationships are based upon the estimated percentage of annual or period projected cash flows generated by such relationships,
to the total cash flows generated over the estimated life of the customer relationships.
In
accordance with ASC 350-30-65, “Intangibles - Goodwill and Others”, the Company assesses the impairment of identifiable
intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company
considers to be important which could trigger an impairment review include the following:
|
1. |
Significant
underperformance relative to expected historical or projected future operating results; |
|
2. |
Significant
changes in the manner of use of the acquired assets or the strategy for the overall business; and |
|
3. |
Significant
negative industry or economic trends. |
When
the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of
the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows,
the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method
using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant
management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company
evaluates the recoverability of intangible assets annually or whenever events or changes in circumstances indicate that an intangible
asset’s carrying amount may not be recoverable.
Derivative
Liability
The
Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded
components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and
Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value
of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the
event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations
and comprehensive income (loss) as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument,
the instrument is marked to fair value at the date of conversion, exercise or cancellation and then that the related fair value
is reclassified to equity.
Vapir
Enterprises, Inc. and Subsidiary
December
31, 2015 and 2014
Notes
to the Consolidated Financial Statements
Note
2 – Significant and Critical Accounting Policies and Practices (continued)
In
circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also
other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative
instruments are accounted for as a single, compound derivative instrument.
The
classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is
re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject
to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative
instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement
of the derivative instrument is expected within 12 months of the balance sheet date.
The
Company adopted Section 815-40-15 of the FASB Accounting Standards Codification (“Section 815-40-15”) to determine
whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides
that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature)
is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions.
The adoption of Section 815-40-15 has affected the accounting for (i) certain freestanding warrants that contain exercise price
adjustment features and (ii) convertible bonds issued by foreign subsidiaries with a strike price denominated in a foreign currency.
The
Company marks to market the fair value of the embedded derivative convertible notes and derivative warrants at each balance sheet
date and records the change in the fair value of the embedded derivative convertible notes and derivative warrants as other income
or expense in the consolidated statements of operations.
The
Company utilizes the Lattice model that values the liability of the derivative convertible notes and derivative warrants. The
reason the Company picks the Lattice model is that in many cases there may be multiple embedded features or the features of the
bifurcated derivatives may be so complex that a Black-Scholes valuation does not consider all of the terms of the instrument.
Therefore, the fair value may not be appropriately captured by simple models. In other words, simple models such as Black-Scholes
may not be appropriate in many situations given complex features and terms of conversion option (e.g., combined embedded derivatives).
The Lattice model is based on future projections of the various potential outcomes. The features that were analyzed and incorporated
into the model included the exercise and full reset features. Based on these features, there are two primary events that can occur;
the Holder exercises the Warrants or the Warrants are held to expiration.
The
Lattice model analyzed the underlying economic factors that influenced which of these events would occur, when they were likely
to occur, and the specific terms that would be in effect at the time (i.e. stock price, exercise price, volatility, etc.). Projections
were then made on the underlying factors which led to potential scenarios. Probabilities were assigned to each scenario based
on management projections. This led to a cash flow projection and a probability associated with that cash flow.
Customer
Deposits
Customer
deposits consisted of prepayments from customers to the Company. The Company will recognize the prepayments as revenue upon delivery
of the products, in compliance with its revenue recognition policy.
Related
Parties
The
Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure
of related party transactions. Pursuant to Section 850-10-20 the Related parties include a. affiliates of the Company (“Affiliate”
means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries,
controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405
under the Securities Act); b. entities for which investments in their equity securities would be required, absent the election
of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity
method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are
managed by or under the trusteeship of management; d. principal owners of the Company and members
of their immediate families; e. management of the Company and members of their immediate
families; f. other parties with which the Company may deal if one party controls or can significantly influence the
management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing
its own separate interests; and g. other parties that can significantly influence the management or operating policies of
the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the
other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
Vapir
Enterprises, Inc. and Subsidiary
December
31, 2015 and 2014
Notes
to the Consolidated Financial Statements
Note
2 – Significant and Critical Accounting Policies and Practices (continued)
Pursuant
to ASC Paragraphs 850-10-50-1 and 50-5 financial statements shall include disclosures of material related party transactions,
other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However,
disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required
in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the
transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income
statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on
the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented
and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amount due
from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner
of settlement.
Commitment
and Contingencies
The
Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain
conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company
but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities,
and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings
that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived
merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected
to be sought therein.
If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability
can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the
assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but
cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable
and material, would be disclosed.
Loss
contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would
be disclosed.
Revenue
recognition
The
Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will
recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned
when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped
or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is
reasonably assured.
Cost
of Sales
The
primary components of cost of sales include the cost of the product and shipping fees.
Shipping
and Handling Costs
The
Company accounts for shipping and handling fees in accordance with paragraph 605-45-45-19 of the FASB Accounting Standards Codification.
While amounts charged to customers for shipping products are included in revenues, the related costs are classified in cost of
goods sold as incurred.
Advertising
Costs
The
Company follows the guidance of the Section 720-35-25 of the FASB Accounting Standards Codification (“Section 720-35-25”)
as to when advertising costs should be expensed. Pursuant to ASC Paragraph 720-35-25-1 the costs of advertising shall be expensed
either as incurred or the first time the advertising takes place. The accounting policy the Company selected from these two alternatives
was to expense the advertising costs when the first time the advertising takes place. Deferring the costs of advertising until
the advertising takes place assumes that the costs have been incurred for advertising that will occur, such as the first public
showing of a television commercial for its intended purpose and the first appearance of a magazine advertisement for its intended
purpose. Such costs shall be expensed immediately if such advertising is not expected to occur.
Vapir
Enterprises, Inc. and Subsidiary
December
31, 2015 and 2014
Notes
to the Consolidated Financial Statements
Note
2 – Significant and Critical Accounting Policies and Practices (continued)
Pursuant
to ASC Paragraph 720-35-25-5 costs of communicating advertising are not incurred until the item or service has been received and
shall not be reported as expenses before the item or service has been received, such as the costs of television airtime which
shall not be reported as advertising expense before the airtime is used. Once it is used, the costs shall be expensed, unless
the airtime was used for direct-response advertising activities that meet the criteria for capitalization under ASC paragraph
340-20-25-4.
Advertising
costs were $29,224 and $24,800 for the period ended December 31, 2015 and 2014, respectively and has been included in selling
expenses as reflected in the accompanying consolidated statements of operations.
Equity
Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services
The
Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance
of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”).
Pursuant
to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee
enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments),
then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement
date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement
is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized
as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to
ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return
for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement
for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such
an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof)
of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in
which equity instruments are transferred to other than employees in exchange for goods or services.
Pursuant
to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable
by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee
achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and
in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of
paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a stock
option that the counterparty has the right to exercise expires unexercised.
Pursuant
to ASC Paragraphs 505-50-30-2 and 505-50-30-11 share-based payment transactions with nonemployees shall be measured at the fair
value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.
The issuer shall measure the fair value of the equity instruments in these transactions using the stock price and other measurement
assumptions as of the earlier of the following dates, referred to as the measurement date: (a) The date at which a commitment
for performance by the counterparty to earn the equity instruments is reached (a performance commitment); or (b) The date at which
the counterparty's performance is complete. If the Company’s common shares are traded in one of the national exchanges the
grant-date share price of the Company’s common stock will be used to measure the fair value of the common shares issued,
however, if the Company’s common shares are thinly traded the use of share prices established in the Company’s most
recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate
than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid
and asked quotes and lack of consistent trading in the market.
Vapir
Enterprises, Inc. and Subsidiary
December
31, 2015 and 2014
Notes
to the Consolidated Financial Statements
Note
2 – Significant and Critical Accounting Policies and Practices (continued)
Pursuant
to ASC Paragraph 718-10-55-21 if an observable market price is not available for a share option or similar instrument with the
same or similar terms and conditions, an entity shall estimate the fair value of that instrument using a valuation technique or
model that meets the requirements in paragraph 718-10-55-11 and takes into account, at a minimum, all of the following factors:
a. |
The
exercise price of the option. |
b. |
The
expected term of the option, taking into account both the contractual term of the option and the effects of employees’
expected exercise and post-vesting employment termination behavior: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB
Accounting Standards Codification the expected term of share options and similar instruments represents the period of time
the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the
instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The
Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed
corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is
used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise
data to provide a reasonable basis upon which to estimate expected term. |
|
|
c. |
The
current price of the underlying share. |
d. |
The
expected volatility of the price of the underlying share for the expected term of the option. Pursuant to ASC Paragraph
718-10-55-25 a newly publicly traded entity might base expectations about future volatility on the average volatilities of
similar entities for an appropriate period following their going public. A nonpublic entity might base its expected volatility
on the average volatilities of otherwise similar public entities. For purposes of identifying otherwise similar entities,
an entity would likely consider characteristics such as industry, stage of life cycle, size, and financial leverage. Because
of the effects of diversification that are present in an industry sector index, the volatility of an index should not be substituted
for the average of volatilities of otherwise similar entities in a fair value measurement. Pursuant to paragraph
718-10-S99-1 if shares of a company are thinly traded the use of weekly or monthly price observations would generally be more
appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares
could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the
market. The Company uses the average historical volatility of the comparable companies over the expected term of
the share options or similar instruments as its expected volatility. |
e. |
The
expected dividends on the underlying share for the expected term of the option. The expected dividend yield is
based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the
expected term of the share options and similar instruments. |
f. |
The
risk-free interest rate(s) for the expected term of the option. Pursuant to ASC 718-10-55-28 a U.S. entity issuing an option
on its own shares must use as the risk-free interest rates the implied yields currently available from the U.S. Treasury zero-coupon
yield curve over the contractual term of the option if the entity is using a lattice model incorporating the option’s
contractual term. If the entity is using a closed-form model, the risk-free interest rate is the implied yield currently available
on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term used as the assumption in the model. |
Pursuant
to ASC paragraph 505-50-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable
equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received
(that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement
date and no entry should be recorded.
Deferred
Tax Assets and Income Tax Provision
The
Company was a Subchapter S corporation, until December 30, 2014 during which time the Company was treated as a pass through entity
for federal income tax purposes. Under Subchapter S of the Internal Revenue Code stockholder of an S corporation are taxed separately
on their distributive share of the S corporation’s income whether or not that income is actually distributed.
Vapir
Enterprises, Inc. and Subsidiary
December
31, 2015 and 2014
Notes
to the Consolidated Financial Statements
Note
2 – Significant and Critical Accounting Policies and Practices (continued)
Effective
December 31, 2014, the Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification.
Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases
of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are
expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely
than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected
to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that
includes the enactment date.
The
Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25
addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the
financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if
it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical
merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based
on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section
740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim
periods and requires increased disclosures.
The
estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying
consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability
of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.
Management
makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous
estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in
these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual
taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.
Pro
Forma Income Tax Provision (Benefit) (Unaudited)
The
Company was a Subchapter S corporation, until December 30, 2014 during which time the Company was treated as a pass through entity
for federal income tax purpose. Under Subchapter S of the Internal Revenue Code the operating results of the S corporation prior
to December 30, 2014 were included in the income tax returns of the stockholders of the S corporation, i.e. the stockholders of
an S corporation are taxed separately on their distributive share of the S corporation’s income whether or not that income
is actually distributed.
The
unaudited pro forma income tax provision, deferred tax assets, and the valuation allowance of deferred tax assets, if any, included
in the consolidated financial statements and income tax provision note reflect the income tax provision which would have been
recorded as if the S corporation had always been a C corporation upon its incorporation.
Earnings
per Share
Earnings
per share ("EPS") is the amount of earnings attributable to each share of common stock. For convenience, the term is
used to refer to either earnings or loss per share. EPS is computed pursuant to section 260-10-45 of the FASB Accounting Standards
Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available
to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the
period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred
stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned)
from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation
of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional
common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect
the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options
or warrants.
Vapir
Enterprises, Inc. and Subsidiary
December
31, 2015 and 2014
Notes
to the Consolidated Financial Statements
Note
2 – Significant and Critical Accounting Policies and Practices (continued)
Pursuant
to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate
or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and
their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method
unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied.
Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid
stock subscriptions (see paragraph 260-10-55-23). Anti-dilutive contracts, such as purchased put options and purchased call options,
shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed
at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The
proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See
paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares
assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation.
Pursuant to ASC Paragraphs 260-10-45-40 through 45-42 convertible securities shall be reflected in diluted EPS by application
of if converted method. The convertible preferred stock or convertible debt shall be assumed to have been converted at
the beginning of the period (or at time of issuance, if later). In applying the if-converted method, conversion shall not be assumed
for purposes of computing diluted EPS if the effect would be anti-dilutive.
The
Company’s contingent shares issuance arrangements, stock options or warrants are as follows:
| |
Contingent shares issuance arrangements, stock options or warrants | |
| |
December 31, 2015 | | |
December 31, 2014 | |
| |
| | |
| |
Stock Option Shares | |
| | |
| |
| |
| 100 | | |
| 100 | |
| |
| | | |
| | |
Sub-total: stock option shares | |
| 100 | | |
| 100 | |
| |
| | | |
| | |
Warrant Shares | |
| | | |
| | |
| |
| 501,263 | | |
| 1,263 | |
| |
| | | |
| | |
Sub-total: warrant shares | |
| 501,263 | | |
| 1,263 | |
| |
| | | |
| | |
Total contingent shares issuance arrangements, stock options or warrants | |
| 501,363 | | |
| 1,363 | |
There
were no incremental common shares under the Treasury Stock Method for the reporting period ended December 31, 2015 or 2014.
Cash
Flows Reporting
The
Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash
receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions
of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25
of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile
it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and
payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income
that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign
currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on
cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash
and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts
or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.
Vapir
Enterprises, Inc. and Subsidiary
December
31, 2015 and 2014
Notes
to the Consolidated Financial Statements
Note
2 – Significant and Critical Accounting Policies and Practices (continued)
Subsequent
Events
The
Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent
events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant
to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued
when they are widely distributed to users, such as through filing them on EDGAR.
Recently
Issued Accounting Pronouncements
In
May 2014, the FASB issued the FASB Accounting Standards Update No. 2014-09 “Revenue from Contracts with Customers (Topic
606)” (“ASU 2014-09”)
This
guidance amends the existing FASB Accounting Standards Codification, creating a new Topic 606, Revenue from Contracts
with Customer. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised
goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange
for those goods or services.
To
achieve that core principle, an entity should apply the following steps:
| 1. | Identify
the contract(s) with the customer |
| 2. | Identify
the performance obligations in the contract |
| 3. | Determine
the transaction price |
| 4. | Allocate
the transaction price to the performance obligations in the contract |
| 5. | Recognize
revenue when (or as) the entity satisfies a performance obligations |
The
ASU also provides guidance on disclosures that should be provided to enable financial statement users to understand the nature,
amount, timing, and uncertainty of revenue recognition and cash flows arising from contracts with customers. Qualitative
and quantitative information is required about the following:
| 1. | Contracts
with customers – including revenue and impairments recognized, disaggregation
of revenue, and information about contract balances and performance obligations (including
the transaction price allocated to the remaining performance obligations) |
| 2. | Significant
judgments and changes in judgments – determining the timing of satisfaction
of performance obligations (over time or at a point in time), and determining the transaction
price and amounts allocated to performance obligations |
| 3. | Assets
recognized from the costs to obtain or fulfill a contract. |
ASU
2014-09 is effective for periods beginning after December 15, 2016, including interim reporting periods within that reporting
period for all public entities. Early application is not permitted.
In
August 2015, the FASB issued the FASB Accounting Standards Update No. 2015-14 “Revenue from Contracts with Customers
(Topic 606): Deferral of the Effective Date” (“ASU 2015-14”).
The
amendments in this Update defer the effective date of Update 2014-09 for all entities by one year. Public business entities, certain
not-for-profit entities, and certain employee benefit plans should apply the guidance in Update 2014-09 to annual reporting periods
beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted
only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting
period.
In
August 2014, the FASB issued the FASB Accounting Standards Update No. 2014-15 “Presentation of Financial Statements-Going
Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU
2014-15”).
Vapir
Enterprises, Inc. and Subsidiary
December
31, 2015 and 2014
Notes
to the Consolidated Financial Statements
Note
2 – Significant and Critical Accounting Policies and Practices (continued)
In
connection with preparing financial statements for each annual and interim reporting period, an entity’s management should
evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s
ability to continue as a going concern within one year after the date that the financial statements are issued (or within
one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation
should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements
are issued (or at the date that the financial statements are available to be issued when applicable). Substantial doubt
about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate,
indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the
date that the financial statements are issued (or available to be issued). The term probable is used consistently with
its use in Topic 450, Contingencies.
When
management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going
concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate
the substantial doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is
probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions
or events that raise substantial doubt about the entity’s ability to continue as a going concern.
If
conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial
doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables
users of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the
footnotes):
a. |
Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans) |
b. |
Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations |
c. |
Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern. |
If
conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt
is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating
that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the
date that the financial statements are issued (or available to be issued). Additionally, the entity should disclose information
that enables users of the financial statements to understand all of the following:
a. |
Principal conditions or events that raise substantial
doubt about the entity’s ability to continue as a going concern |
b. |
Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations |
c. |
Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. |
The
amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim
periods thereafter. Early application is permitted.
In
November 2015, the FASB issued the FASB Accounting Standards Update No. 2015-17 “Income Taxes (Topic 740): Balance
Sheet Classification of Deferred Taxes” (“ASU 2015-17”). This update simplifies the presentation
of deferred income taxes; the amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent
in a classified statement of financial position. The amendments in this Update apply to all entities that present a classified
statement of financial position.
For
public business entities, the amendments in this Update are effective for financial statements issued for annual periods beginning
after December 15, 2016, and interim periods within those annual periods.
In
January 2016, the FASB issued the FASB Accounting Standards Update No. 2016-01 “Financial Instruments—Overall (Subtopic
825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”).
Vapir
Enterprises, Inc. and Subsidiary
December
31, 2015 and 2014
Notes
to the Consolidated Financial Statements
Note
2 – Significant and Critical Accounting Policies and Practices (continued)
This
Update makes limited amendments to the guidance in U.S. GAAP on the classification and measurement of financial instruments.
The new standard significantly revises an entity’s accounting related to (1) the classification and measurement of investments
in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value.
It also amends certain disclosure requirements associated with the fair value of financial instruments. Some of the major changes
as a result of the ASU 2016-01 are summarized below.
| ● | Requires
equity investments (except those accounted for under the equity method of accounting
or those that result in consolidation of the investee) to be measured at fair value with
changes in fair value recognized in net income. |
| ● | Simplify
the impairment assessment of equity investments without readily determinable fair values
by requiring a qualitative assessment to identify impairment. When a qualitative assessment
indicates that impairment exists, an entity is required to measure the investment at
fair value. |
| ● | Eliminate
the requirement for public business entities to disclose the method(s) and significant
assumptions used to estimate the fair value that is required to be disclosed for financial
instruments measured at amortized cost on the balance sheet. |
| ● | Require
public business entities to use the exit price notion when measuring the fair value of
financial instruments for disclosure purposes. |
| ● | Require
an entity to present separately in other comprehensive income the portion of the total
change in the fair value of a liability resulting from a change in the instrument-specific
credit risk when the entity has elected to measure the liability at fair value in accordance
with the fair value option for financial instruments. |
| ● | Require
separate presentation of financial assets and financial liabilities by measurement category
and form of financial asset (that is, securities or loans and receivables) on the balance
sheet or the accompanying notes to the financial statements. |
| ● | Clarify
that an entity should evaluate the need for a valuation allowance on a deferred tax asset
related to available-for-sale securities in combination with the entity’s other
deferred tax assets. |
For
public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2017, including
interim periods within those fiscal years.
Management
does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material
effect on the accompanying financial statements.
Note
3 – Going Concern
The
Company has elected to adopt early application of Accounting Standards Update No. 2014-15, “Presentation of Financial
Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going
Concern (“ASU 2014-15”).
The
Company’s consolidated financial statements have been prepared assuming that it will continue as a going concern, which
contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As
reflected in the consolidated financial statements, the Company had an accumulated deficit of approximately $515,000 at December
31, 2015, a net loss of approximately $515,000 and net cash used in operating activities of approximately $606,000 for the year
ended December 31, 2015. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The
Company is attempting to further implement its business plan and generate sufficient revenue; however, the Company’s cash
position may not be sufficient to support its daily operations. Management intends to raise additional funds by way of a
private or public offering. While the Company believes in the viability of its strategy to further implement its business
plan and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect.
The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan
and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.
The
consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded
asset amounts or the amounts and classification of liabilities that might be necessary should the Company is unable to continue
as a going concern.
Vapir
Enterprises, Inc. and Subsidiary
December
31, 2015 and 2014
Notes
to the Consolidated Financial Statements
Note
4 – Property and Equipment
Property
and equipment, stated at cost, less accumulated depreciation consisted of the following:
| |
Estimated life | |
December 31, 2015 | | |
December 31, 2014 | |
| |
| |
| | |
| |
Auto | |
3 years | |
| 12,522 | | |
| 12,522 | |
Furniture and fixtures | |
5 years | |
| 23,743 | | |
| 23,743 | |
Tooling equipment | |
4 years | |
| 97,710 | | |
| - | |
Leasehold improvements | |
5 years | |
| 35,206 | | |
| 35,206 | |
Less: Accumulated depreciation | |
| |
| (81,513 | ) | |
| (67,739 | ) |
| |
| |
$ | 87,668 | | |
$ | 3,732 | |
Depreciation
expense amounted to $13,774 and $23,443 for the year ended December 31, 2015 and 2014, respectively. During the year ended December
31, 2014, the Company fully depreciated the cost of leasehold improvements as the Company moved to a new office space in June
2014.
The
Company completed the annual impairment testing of property and equipment and determined that there was no impairment as the fair
value of property and equipment, exceeded their carrying values at December 31, 2015.
Note
5 – Intangible Assets
Intangible
assets consist of the following:
| |
December 31, | | |
December 31, | |
| |
2015 | | |
2014 | |
| |
| | |
| |
Customer relationships | |
$ | 1,001,212 | | |
$ | 1,001,212 | |
Trademarks | |
| 6,430 | | |
| 6,430 | |
| |
| 1,007,642 | | |
| 1,007,642 | |
Accumulated amortization | |
| (632,466 | ) | |
| (565,290 | ) |
Intangible assets, net | |
$ | 375,176 | | |
$ | 442,352 | |
Customer
Relationships are amortized based upon the estimated percentage of annual or period projected cash flows generated by such relationships,
to the total cash flows generated over the estimated fifteen year life of the Customer Relationships.
Legal
costs associated with serving and protecting trademark are being capitalized. The Company filed trademarks for its company logos
with an estimated useful life of fifteen years. The Company will amortize the costs of intangible assets over their estimated
useful lives on a straight-line basis. Amortization of intangible assets is included in operating expenses as reflected
in the accompanying consolidated statements of operations. The Company assesses fair market value for any impairment to the carrying
values.
Amortization
expense was $67,176 and $67,176 for the year ended December 31, 2015 and 2014, respectively.
Vapir
Enterprises, Inc. and Subsidiary
December
31, 2015 and 2014
Notes
to the Consolidated Financial Statements
Note
5 – Intangible Assets (continued)
Future
amortization of intangible assets is as follows:
2016 | |
$ | 67,176 | |
2017 | |
| 67,176 | |
2018 | |
| 67,176 | |
2019 | |
| 67,176 | |
2020 and thereafter | |
| 106,472 | |
Total | |
$ | 375,176 | |
Impairment
The
Company completed its annual impairment test of intangibles and determined that there was no impairment as the fair value of intangibles,
exceeded their carrying values at December 31, 2015.
Note
6 – Note and Loan Payable
Loan
payable
| |
December 31, 2015 | | |
December 31, 2014 | |
| |
| | | |
| | |
Business loan obtained in May 2011 from Bank of the West with a credit line up to $200,000 and secured by all assets of the Company. This loan bears interest at 4.75% per annum. | |
$ | 197,000 | | |
$ | 197,000 | |
Note
payable
| |
December 31, 2015 | | |
December 31, 2014 | |
| |
| | |
| |
4.75% Promissory note of $100,000 issued to Bank of the West on May 10, 2011 payable over 60 consecutive monthly installments with monthly principal payment of $1,650 and interest starting in June 2012 | |
| 25,050 | | |
| 44,850 | |
| |
| | | |
| | |
Less : Current maturities | |
| (19,800 | ) | |
| (19,800 | ) |
Note payable, net of current maturities | |
$ | 5,250 | | |
$ | 25,050 | |
Future
minimum principal and interest payment under the note are as follows:
Fiscal Year ending December 31: | |
| |
| |
| |
2016 | |
$ | 20,559 | |
| |
| | |
2017 | |
| 5,294 | |
| |
| | |
Total remaining payments | |
| 25,853 | |
| |
| | |
Less interest portion | |
| (803 | ) |
| |
| | |
Total remaining principal payments | |
| 25,050 | |
| |
| | |
Less current maturities | |
| (19,800 | ) |
| |
| | |
Note payable, net of current maturities | |
$ | 5,250 | |
Amounts
outstanding under the loan and note above are personally guaranteed by the CEO of the Company.
Vapir
Enterprises, Inc. and Subsidiary
December
31, 2015 and 2014
Notes
to the Consolidated Financial Statements
Note
7 – Related Party Transactions
Related
parties
Related
parties with whom the Company had transactions are:
Related
Parties |
|
Relationship |
|
|
|
Management and significant stockholders |
|
|
|
|
|
Mr.
Hamid Emarlou |
|
Chairman,
CEO and significant stockholder of the Company |
Advances
from Significant Stockholder
From
time to time, Chairman, CEO and significant stockholders of the Company advance funds to the Company for working capital purpose.
These advances are unsecured, non-interest bearing and due upon demand.
During
2014, the Company’s CEO provided advances to the Company for working capital purposes for a total of $266,000 and the Company
repaid $130,000 of these advances leaving a balance of $136,000 at December 31, 2014. The advances are due on demand and bear
5% interest per annum. The Company paid interest of $1,470 to the Company’s CEO during the year ended December 31, 2014.
Additionally, between February 2015 and November 2015, the Company’s CEO provided advances to the Company for working capital
purposes for a total of $300,500 and the Company repaid $73,000 of these advances.
At
December 31, 2015 and 2014, these advances amounted to $370,614 and $136,000, respectively. Included in the advances are accrued
interest due to the Company’s CEO totaling $7,114 and $0, at December 31, 2015 and 2014 respectively.
Note
8 - Convertible Notes Payable
On
April 3, 2015 (the “Closing Date”), the Company closed a financing transaction by entering into a Securities Purchase
Agreement dated April 3, 2015 (the “Securities Purchase Agreement”) with certain accredited investors (the “Purchasers”)
for an aggregate subscription amount of $500,000 (the “Purchase Price”). Pursuant to the Securities Purchase Agreement,
the Company issued a 6% Convertible Debenture (the “Debenture”) and warrants to acquire 500,000 shares of the Company's
common stock at an exercise price of $0.60 per share (the “Warrants”).
The
terms of the Debenture and the Warrants are as follows:
6%
Convertible Debenture
The
total principal amount of the Debentures is $500,000. The Debenture accrues interest at 6% per annum and the Debenture has a maturity
date of October 3, 2016. The Debenture is convertible any time after its issuance date. The Purchaser has the right to convert
the Debenture into shares of the Company’s common stock at $0.50 per share. The conversion price, however, is subject to
full ratchet anti-dilution in the event that the Company issue any securities at a per share price lower than the conversion price
then in effect. The Company paid financing costs of $22,500 in connection with this Debenture which is initially recorded as prepaid
financing cost and is being amortized over the term of the Debenture.
Warrants
The
Company issued warrants to acquire 500,000 shares of the Company's common stock. The Warrants issued in this transaction are immediately
exercisable at an exercise price of $0.60 per share, subject to applicable adjustments including full ratchet anti-dilution in
the event that the Company issue any securities at a per share price lower than the exercise price then in effect. The Warrants
have an expiration period of five years from the date of the original issuance.
Vapir
Enterprises, Inc. and Subsidiary
December
31, 2015 and 2014
Notes
to the Consolidated Financial Statements
Note
8 - Convertible Notes Payable (continued)
Convertible
notes payable consisted of the following:
| |
December 31, 2015 | |
6% Convertible promissory notes | |
$ | 500,000 | |
Discount | |
| (500,000 | ) |
Accumulated amortization of discount | |
| 247,724 | |
Remaining discount | |
| (252,276 | ) |
Convertible notes payable, net | |
$ | 247,724 | |
Note
9 - Derivative Liabilities
Since
the terms of the Debentures and Warrants in the April 2015 closing include a down-round provision under which the conversion price
and exercise price could be affected by future equity offerings undertaken by the Company under the provisions of FASB ASC Topic
No. 815-40, “Derivatives and Hedging - Contracts in an Entity’s Own Stock”, the embedded conversion options
and the warrants were accounted for as derivative liabilities at the date of issuance and adjusted to fair value through earnings
at each reporting date. In accordance with ASC 815, the Company has bifurcated the conversion feature of the convertible Debentures,
along with the free-standing warrant derivative instruments and recorded derivative liabilities on their issuance date. The Company
uses the Simple Binomial Lattice model to value the derivative liabilities. The Debentures were all discounted in full based on
the valuations and the Company recognized an additional derivative expense of $188,378 upon initial recording of the derivative
liabilities. The total debt discount of $500,000 consisted of valuation of the derivatives of $250,407 and the valuation of the
warrants of $249,593 to be amortized over the terms of the note. These derivative liabilities are then revalued on each reporting
date. The gain resulting from the decrease in fair value of these convertible instruments was $485,725 for the year ended December
31, 2015. At December 31, 2015, the Company had recorded warrant derivative liability of $124,182 and note derivative liability
of $78,471.
For
the year ended December 31, 2015 and 2014 the Company recognized $247,724 and $0, respectively of amortization of debt discount. For
the year ended December 31, 2015 and 2014 the Company recognized $11,148 and $0, respectively of amortization of deferred financing
cost. The amortization of debt discount and deferred financing cost were included in interest expense. As of December
31, 2015, accrued interest related to this Debenture amounted to $22,456.
The
following table summarizes the values of certain assumptions used by the Company’s custom model to estimate the fair value
of the derivative liabilities as of December 31, 2015:
|
|
December
31,
2015 |
|
Stock
price |
|
$ |
0.25 |
|
Weighted
average strike price |
|
$ |
0.50 |
|
Remaining
contractual term (years) |
|
|
0.75
to 4.25 years |
|
Volatility |
|
|
157%
to 293 |
% |
Risk-free
rate |
|
|
0.65%
to 1.76 |
% |
Dividend
yield |
|
|
0.0 |
% |
The
following table sets forth a summary of the changes in the fair value of our Level 3 financial liabilities that are measured at
fair value on a recurring basis:
| |
For the year ended December 31, 2015 | |
Beginning balance | |
$ | - | |
Debt discount in connection with conversion option of Debentures and detachable warrants | |
| 500,000 | |
Excess of fair value over debt discount | |
| 188,378 | |
Change in fair value of derivative liabilities | |
| (485,725 | ) |
Ending balance | |
$ | 202,653 | |
Vapir
Enterprises, Inc. and Subsidiary
December
31, 2015 and 2014
Notes
to the Consolidated Financial Statements
Note
10 – Commitments and Contingencies
Joint
Marketing Agreement
On
February 20, 2015, the Company entered into a joint marketing agreement (the “Agreement”) with a third party consultant
(“Consultant”). Pursuant to the Agreement, the Consultant will act as the Company’s advisor to assist
the Company in connection with a best efforts basis in identifying potential sources of capital for an initial term of six (6)
months.
Consultant
shall be compensated as follows:
|
● |
$25,000
initial fee, payable upon completion of $250,000 capital raise or $40,000 initial fee, payable upon completion of $500,000
capital raise. |
|
● |
$5,000
per month (prorated for the first month of the capital raise completion), payments begin immediately upon capital raise of
$250,000 and thereafter on the 2nd of each month. |
|
● |
125,000
shares of the Company’s common stock, payable within five (5) days of the execution
of this Agreement. Another 125,000 shares of the Company’s common stock is due
when $250,000 is raised. |
The
Company valued the 125,000 shares of its common stock issued upon execution of the Agreement at $0.50 per share and recorded as
the consulting fee as these shares are fully earned, un-forfeitable and non-assessable upon issuance. Such consultant has not
completed any capital raise for the Company.
Operating
lease
A
lease agreement was signed for an office and warehousing space consisting of approximately 3,200 square feet located in San Jose,
California with an initial term commencing in October 2009 and expiring in September 30, 2030. The lease required the Company
to pay a monthly base rent of $3,135 plus real property taxes on the lease premises. In June 2014, the Company entered into a
termination agreement with the landlord thereby terminating this lease agreement. The Company has fulfilled its obligation under
this lease agreement upon termination.
In
August 2011, the Company entered into a 1 year lease agreement for a temporary housing space located in San Jose, California for
a marketing contractor of the Company. This lease became a month to month lease after the initial 1 year lease term. The
lease required the Company to pay a monthly base rent of $2,590. This month to month lease was terminated in June 2014.
In
February 2013, the Company entered into a motor vehicle lease agreement. The lease was for 24 months with monthly payments
of $759.
In
June 2014, a lease agreement was signed for an office and warehousing space consisting of approximately 5,000 square feet located
in San Jose, California with a term commencing in June 2014 and expiring in October 2015. In August 2015, the Company entered
into an amendment agreement to extend the term of the lease which will expire on December 31, 2018. Pursuant to the amendment
agreement, the lease requires the Company to pay a monthly base rent of $5,050 plus a pro rata share of operating expenses beginning
November 1, 2015. The base rent is subject to an annual increase beginning in November 2016 as defined in the amended lease agreement.
This lease agreement is personally guaranteed by the President of the Company.
Future
minimum rental payments required under this operating lease are as follows:
Fiscal Year ending December 31: | |
| |
| |
| |
2016 | |
$ | 60,903 | |
2017 | |
| 62,721 | |
2018 | |
| 64,236 | |
| |
| | |
Total | |
$ | 187,860 | |
Rent
expense was $61,662 and $72,188 for the year ended December 31, 2014 and 2014, respectively.
Vapir
Enterprises, Inc. and Subsidiary
December
31, 2015 and 2014
Notes
to the Consolidated Financial Statements
Note
10 – Commitments and Contingencies (continued)
Litigation
From
time to time, the Company is involved in litigation matters relating to claims arising from the ordinary course of business. While
the results of such claims and legal actions cannot be predicted with certainty, the Company’s management does not believe
that there are claims or actions, pending or threatened against the Company, the ultimate disposition of which would have a material
adverse effect on the Company’s business, results of operations, financial condition or cash flows.
Note
11 - Stockholders’ Deficit
Shares
Authorized
The
authorized capital of the Company consists of 100,000,000 shares of common stock, par value $0.001 per share and 20,000,000 shares
of preferred stock, par value $0.001 per share.
On
December 30, 2014, Vapir entered into a Share Exchange Agreement with the Company, all of the stockholders of Vapir, and the Company’s
controlling stockholders whereby the Company agreed to acquire all of the issued and outstanding capital stock of Vapir in exchange
for 38,624,768 shares of the Company’s common stock. On December 30, 2014, the transaction closed and Vapir is now a wholly-owned
subsidiary of the Company. This transaction was accounted for as a reverse acquisition and recapitalization of Vapir since the
shareholders of Vapir obtained approximately 80% voting control and management control of the Company.
Vapir
is considered the acquirer for accounting purposes. The Company is deemed to have issued 9,656,194 shares of common stock which
represents the outstanding common shares of the Company prior to the closing of the transaction.
Common
Stock
Immediately
prior to the consummation of the Share Exchange Agreement on December 30, 2014, the Company had 9,656,194 common shares issued
and outstanding.
Upon
consummation of the Share Exchange Agreement on December 30, 2014, the Company issued 38,624,768 shares of its common stock for
the acquisition of 100% of the issued and outstanding capital stock of Vapir, Inc.
In
February 2015, the Company granted 125,000 shares of its common stock to a consultant in connection with a 6 month investor relations
consulting agreement. The Company valued these common shares at $0.50 per share, the most recent PPM price or $62,500. In connection
with the issuance of these common shares, the Company recorded stock based consulting of $62,500 for the year ended December 31,
2015.
In
July 2015, the Company issued an aggregate of 60,857 shares of its common stock at approximately $0.50 per common share to a consultant
as payment for accounting services rendered pursuant to a consulting agreement. The Company valued these common shares at $0.50
per share, the most recent PPM price or $30,000. In connection with the issuance of these common shares, the Company recorded
stock based accounting expense of $30,000 for the year ended December 31, 2015.
Capital
Contribution
The
Company applied ASC 505-10-S99-3 issued by the United States Securities and Exchange Commission (the “SEC”), by reclassifying
Vapir’s S corporation undistributed retained earnings of ($389,233) at December 31, 2014 to additional paid-in capital.
Vapir
Enterprises, Inc. and Subsidiary
December
31, 2015 and 2014
Notes
to the Consolidated Financial Statements
Note
11 - Stockholders’ Deficit (continued)
Warrants
Stock
warrant activities for the years ended December 31, 2015 and 2014 are summarized as follows:
| |
Number of Warrants | | |
Weighted Average Exercise Price | | |
Weighted Average Remaining Contractual Life (Years) | | |
Aggregate
Intrinsic
Value | |
Balance at December 31, 2013 | |
| - | | |
$ | - | | |
| - | | |
$ | - | |
Recapitalization on December 30, 2014 | |
| 1,263 | | |
| 1,248 | | |
| 2.11 | | |
| - | |
Issued | |
| - | | |
| - | | |
| - | | |
| - | |
Exercised/forfeited/expired | |
| - | | |
| - | | |
| - | | |
| - | |
Balance at December 31, 2014 | |
| 1,263 | | |
| 1,248 | | |
| 2.11 | | |
| - | |
Issued | |
| 500,000 | | |
| 0.60 | | |
| 5.00 | | |
| - | |
Exercised/forfeited/expired | |
| - | | |
| - | | |
| - | | |
| - | |
Balance at December 31, 2015 | |
| 501,263 | | |
| 3.74 | | |
| 4.25 | | |
| - | |
Warrants exercisable at December 31, 2015 | |
| 501,263 | | |
$ | 3.74 | | |
| 4.25 | | |
$ | - | |
On
April 3, 2015, the Company issued warrants to acquire 500,000 shares of the Company's common stock in connection with the Debentures
(see Note 8). The Warrants issued in this transaction are immediately exercisable at an exercise price of $0.60 per share, subject
to applicable adjustments including full ratchet anti-dilution in the event that the Company issue any securities at a per share
price lower than the exercise price then in effect. The Warrants have an expiration period of five years from the date of the
original issuance. The Company accounted for the full ratchet provision under FASB ASC Topic No. 815-40 “Derivatives and
Hedging - Contracts in an Entity’s Own Stock” (see Note 9).
Options
Stock
option activities for the year ended December 31, 2015 and 2014 are summarized as follows:
| |
Number of Options | | |
Weighted Average Exercise Price | | |
Weighted Average Remaining Contractual Life (Years) | | |
Aggregate
Intrinsic
Value | |
Balance at December 31, 2013 | |
| - | | |
$ | - | | |
| - | | |
$ | - | |
Recapitalization on December 30, 2014 | |
| 100 | | |
| 700 | | |
| 2.17 | | |
| - | |
Issued | |
| - | | |
| - | | |
| - | | |
| - | |
Exercised/forfeited/expired | |
| - | | |
| - | | |
| - | | |
| - | |
Balance at December 31, 2014 | |
| 100 | | |
| 700 | | |
| 2.17 | | |
| - | |
Issued | |
| - | | |
| - | | |
| - | | |
| - | |
Exercised/forfeited/expired | |
| - | | |
| - | | |
| - | | |
| - | |
Balance at December 31, 2015 | |
| 100 | | |
| 700 | | |
| 1.17 | | |
| - | |
Options exercisable at December 31, 2015 | |
| 100 | | |
$ | 700 | | |
| 1.17 | | |
$ | - | |
The
weighted-average grant-date fair value of options granted to employees/consultants during the year ended December 31, 2014 was
$0. As of December 31, 2015, there were total unrecognized compensation costs related to non-vested share-based compensation arrangements
of $0.
Vapir
Enterprises, Inc. and Subsidiary
December
31, 2015 and 2014
Notes
to the Consolidated Financial Statements
Note
12 – Income Taxes
Pro
Forma Income Tax Provision in the Consolidated Statements of Operations (Unaudited)
The
Company was a Subchapter S corporation, until December 30, 2014 during which time the Company was treated as a pass through entity
for federal income tax purpose. Under Subchapter S of the Internal Revenue Code the operating results of the S corporation prior
to December 30, 2014 were included in the income tax returns of the stockholders of the S corporation, i.e. the stockholders of
an S corporation are taxed separately on their distributive share of the S corporation’s income whether or not that income
is actually distributed.
The
unaudited pro forma income tax provision, deferred tax assets, and the valuation allowance of deferred tax assets, if any, included
in the consolidated financial statements and income tax provision note reflect the income tax provision which would have been
recorded as if the S corporation had always been a C corporation upon its incorporation.
A
reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income
tax provision is as follows would the Company had always been the C Corporation upon the incorporation of the Predecessor:
| |
For the Reporting Period Ended
December 31, 2014 | |
| |
| |
Federal statutory income tax rate | |
| 34.0 | % |
| |
| | |
Net operating loss carry-back | |
| (34.0 | ) |
| |
| | |
Effective income tax rate | |
| 34.0 | % |
The
Company has incurred aggregate net operating losses of approximately $96,000 for income tax purposes as of December 31, 2015.
The net operating loss can be carried forward to reduce future years’ taxable income and will expire, if not utilized, through
2035. Utilization of these tax net operating loss carry forwards may be limited in accordance with IRC Section 382 in the event
of certain ownership changes. Management believes that the realization of the benefits from these losses is not more likely than
not to occur due to the Company’s limited operating history and continuing losses. Accordingly, the Company has provided
a 100% valuation allowance on the deferred tax asset to reduce the asset to zero. Management will review this valuation allowance
periodically and make adjustments as warranted.
The
table below summarizes the differences between the Company’s effective tax rate and the statutory federal rate as follows
for the year ended:
| |
December 31, 2015 | |
U.S “expected” income tax | |
$ | (175,000 | ) |
Non-cash compensation | |
| 31,400 | |
Amortization of intangible assets, debt discount and deferred financing cost | |
| 110,900 | |
Change in valuation allowance | |
| 32,700 | |
Total provision for income taxes | |
$ | — | |
The
tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities are as follows:
| |
December 31, 2015 | |
Deferred tax assets: | |
| | |
Net operating loss carryover | |
$ | 32,700 | |
Less: valuation allowance | |
| (32,700 | ) |
Net deferred tax asset | |
$ | — | |
Vapir
Enterprises, Inc. and Subsidiary
December
31, 2015 and 2014
Notes
to the Consolidated Financial Statements
Note
12 – Income Taxes (continued)
After
consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance at December
31, 2015, due to the uncertainty of realizing the deferred income tax assets. The valuation allowance was increased by $32,700
during the year ended December 31, 2015. Management does not believe that any uncertain tax positions have been taken in its 2014
tax return or will be taken in its 2015 tax returns.
Note
13 – Concentration of Credit Risk
Concentration
of Revenue and Supplier
During
the year ended December 31, 2015 sales to two customers represented approximately 49% of the Company’s net sales. During
the year ended December 31, 2014 sales to one customer represented approximately 37% of the Company’s net sales.
As
of December 31, 2015 and 2014, the Company had two customers representing approximately 92% of accounts receivable and one customer
representing approximately 79% of accounts receivable, respectively.
The
Company purchased inventories and products for sale from one vendor totaling approximately $1,203,000 and $620,000 during the
years ended December 31, 2015 and 2014, respectively.
Note
14 – Subsequent Events
On
January 7, 2016, the Company entered into an eight month consulting agreement with a consultant to provide business advisory and
investor relations services. Pursuant to the consulting agreement, the Company issued 500,000 shares of the Company’s common
stock. The Company valued these common shares at the fair value of $175,000 or $0.35 per common share based on the quoted trading
price on the date of grant.
On
January 12, 2016, the Company issued an aggregate of 200,000 shares of the Company’s common stock to two board of directors
of the Company for services to be rendered in fiscal 2016. The Company valued these common shares at the fair value of $70,000
or $0.35 per common share based on the quoted trading price on the date of grant.
On
January 12, 2016, the Company issued 100,000 shares of the Company’s common stock to a consultant for marketing services
to be rendered in fiscal 2016. The Company valued these common shares at the fair value of $35,000 or $0.35 per common share based
on the quoted trading price on the date of grant.
On
January 12, 2016, the Company issued 500,000 shares of the Company’s common stock to a consultant for business advisory
services to be rendered in fiscal 2016. The Company valued these common shares at the fair value of $175,000 or $0.35 per common
share based on the quoted trading price on the date of grant.
On
January 12, 2016, the Company granted an aggregate of 2,080,000 five year options to purchase shares of common stock to CEO of
the Company and six employees of the Company. The options granted vest one third at the end of each of the first three years from
the date of issuance and are exercisable at $0.10 per share. The 2,080,000 options were valued on the grant date at approximately
$0.35 per option or a total of $728,000 using a Black-Scholes option pricing model with the following assumptions: stock price
of $0.35 per share (based on the quoted trading prices on the date of grant), volatility of 286% (based from volatilities of similar
companies), expected term of 5 years, and a risk free interest rate of 1.55%.
On
January 12, 2016, the Company granted 400,000 five year options to purchase shares of common stock to a consultant of the Company.
The options granted vest one third at the end of each of the first three years from the date of issuance and are exercisable at
$0.10 per share. The 400,000 options were valued on the grant date at approximately $0.35 per option or a total of $140,000 using
a Black-Scholes option pricing model with the following assumptions: stock price of $0.35 per share (based on the quoted trading
prices on the date of grant), volatility of 286% (based from volatilities of similar companies), expected term of 5 years, and
a risk free interest rate of 1.55%.
An
unsecured business loan was obtained in February 2016 from Bank of the West for $50,000 payable over 36 consecutive monthly installments
with monthly principal and interest payment of $1,506 starting in March 2016. This loan bears interest at 5.28% per annum.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period
covered by this Annual Report on Form 10-K, we carried out an evaluation, under the supervision and with the participation of senior
management, including our Chief Executive Officer (“CEO”) of the effectiveness of the design and operation of our disclosure
controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation,
our CEO concluded that our disclosure controls and procedures were not effective in recording, processing, summarizing and reporting,
on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act due
to the material weaknesses in our internal control over financial reporting. A discussion of the material weaknesses in our internal
control over financial reporting is described below.
Management’s Annual Report on Internal Control Over Financial
Reporting
Management is responsible
for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting,
as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, is a process designed by, or under the supervision
of, our CEO, or persons performing similar functions, and effected by our board of directors, management or other personnel, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. Our management, with the participation of our CEO, has established
and maintained policies and procedures designed to maintain the adequacy of our internal control over financial reporting, and
include those policies and procedures that:
|
● |
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; |
|
|
|
|
● |
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and |
|
|
|
|
● |
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the interim or annual Consolidated Financial Statements. |
Management has used the
framework set forth in the report entitled Internal Control – Integrated Framework published by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”) to evaluate the effectiveness of our internal control over financial
reporting. Management was unable to implement its remediation plans during 2015 due to cost considerations. As a result of the
material weaknesses described below, management has concluded that our internal control over financial reporting was not effective
as of December 31, 2015.
Management has determined
that, as of the December 31, 2015 measurement date, there were deficiencies in both the design and the effectiveness of our internal
control over financial reporting. Management has assessed these deficiencies and determined that there were various material weaknesses
in our internal control over financial reporting. The existence of a material weakness or weaknesses is an indication that there
is a more than remote likelihood that a material misstatement of our financial statements will not be prevented or detected in
a future period.
Management has assigned
a high priority to the short-and long-term improvement of our internal control over financial reporting. We have listed below the
nature of the material weaknesses we have identified:
|
● |
inadequate personnel for documenting and execution of processes related to accounting for transactions; |
|
|
|
|
● |
inadequate segregation of duties due to the limited size of the accounting department; and |
|
|
|
|
● |
a lack of experienced personnel with relevant accounting experience, due in part to our limited financial resources. |
We intend to design and
implement policies and procedures to remediate the material weaknesses in our internal control over financial reporting in fiscal
2016, including the implementation of a new accounting system and related internal procedures, and pending the financial resources,
the hiring of a Chief Financial Officer as a full time employee.
Management does not believe
that any of our annual or interim financial statements issued to date contain a material misstatement as a result of the aforementioned
weaknesses in our internal control over financial reporting.
Changes in Internal Control over Financial Reporting
There have been no changes
in our internal controls over financial reporting or in other factors during the fourth fiscal quarter ended December 31, 2015,
that materially affected, or is likely to materially affect, our internal control over financial reporting.
Limitations on Internal Controls
Because of its inherent
limitations, internal control over financial reporting may not prevent or detect all errors or misstatements and all fraud. Therefore,
even those systems determined to be effective can provide only reasonable, not absolute, assurance that the objectives of the policies
and procedures are met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
Set forth below are our
present directors and executive officers as of March 31, 2015. Note that there are no other persons who have been nominated or
chosen to become directors nor are there any other persons who have been chosen to become executive officers. There are no arrangements
or understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director
or an officer. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been
elected and have qualified. Officers serve at the discretion of the Board of Directors.
Name |
|
Age |
|
Position |
|
Commencement of
Service As Officer/Director |
Hamid Emarlou(1) |
|
55 |
|
Chief Executive Officer & President |
|
2014 |
Robert Duncan |
|
62 |
|
Director |
|
2015 |
Masoud Shahidi (1) |
|
73 |
|
Director |
|
2014 |
Dr. Shadi Shayegan, DMD(1) |
|
45 |
|
Corporate Secretary |
|
2014 |
(1) These individuals were
directors of Vapir, Inc. prior to the consummation of the transactions contemplated by the Exchange Agreement and became officers
and director of the Company pursuant to the terms of the Exchange Agreement.
Set forth below are brief
accounts of the business experience during the past five years of each director and executive officer of the Company.
Hamid Emarlou, age 55, CEO and President
Hamid Emarlou, an accomplished
Senior Level Executive, with over 25 years of driving process improvement, increasing revenues, and building top performing management
infrastructures is currently the CEO and president at Vapir Inc. Prior to forming and managing Vapir Inc., from 2005 until 2007,
Mr. Emarlou forged a successful career as Vice President of Global operations with Wyse Technology, a leading developer of Thin
Client computers. From 1982 until 2003, Mr. Emarlou worked as Vice President of Operations at Solectron Corporation, a leading
electronics service provider and manufacturer.
Mr. Emarlou was a sitting
board member of the Associated Industries of Massachusetts and Center for Quality management at Cambridge Massachusetts.
Dr. Shadi Shayegan, age 45, Corporate
Secretary
Dr. Shayegan has been working
with Vapir Inc. during the past five years. Dr. Shayegan is an officer at Vapir Inc. She advises CEO, Hamid Emarlou, on health
aspects of vaporization and aromatherapy product development. She formed the "Health and Safety" committee that oversees
and approves materials used in the development of Vapir Inc. products. Prior to joining Vapir Inc., from 2001 until 2002, Dr. Shayegan
practiced dentistry at Great Brook Valley Health Center in Worcester, Massachusetts.
Dr. Shayegan studied Microbiology
as her undergraduate major and furthered her education at Boston University and earned her doctorate in dentistry.
Robert Duncan, age 62, Director
Mr. Duncan has over 25 years executive engineering and
operations experience providing expertise in engineering product development, engineering process, NPI, and offshore
development. His previous positions include VP of Operations for a desktop virtualization company, CTO and
VP of Engineering for an alternative energy/hydrogen fuel cell company, VP of Engineering at a server
based computing company, and Executive VP of the commercial Business unit at a global contract manufacturer;
Mr. Duncan has been
responsible for establishing engineering organizations at startups and running organizations inside established Fortune
500 companies. He is an experienced system architect having run global software and hardware design teams for
the development of consumer, medical, and military products. Products developed include computer systems, hydrogen fuel
cells, medical scanners, and embedded architecture applications. He holds several patents and received
a B.S. in Physics from San Jose State University.
Masoud Shahidi, 73, Director
In addition to serving
on the Board of Directors of the Company, Mr. Shahidi has served since 2005 as the owner of Emad Properties, LLC, a commercial
real estate company located in Menlo Park, California. Additionally, since April 2004, he has been a Principal at EnS Associates
Investments, LLC, a commercial real estate company, located in San Jose, California. Prior to holding these positions, Mr. Shahidi
worked from 2004 until 2009 as the CEO and President of Rathbun Associates, a select 3M converter, as well as a re-seller and distributor
serving the South San Francisco Bay area and the Silicon Valley, Northern California, as well as sales world-wide. Mr. Shahidi
received his B.S. in business administration from San Jose State University.
Involvement in Certain Legal Proceedings
To the best of our knowledge,
neither of our sole director and executive officer or our promoter and control person (as identified under “Certain Relationships
and Related Transactions”) has, during the past ten years:
|
- |
been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
|
|
|
|
- |
had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; |
|
|
|
|
- |
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; |
|
|
|
|
- |
been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
|
|
|
|
- |
been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
|
|
|
|
- |
been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Except as set forth in
our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers
has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required
to be disclosed pursuant to the rules and regulations of the SEC.
Committees; Audit Committee Financial Expert
Our board does not have
an Audit Committee or other committees.
Changes in Nominating Procedures
None.
Significant Employees
We have no employees who
are not executive officers, but who are expected to make a significant contribution to our business. We intend in the future to
hire independent contractors on an as needed basis.
Family Relationships
Shadi Shayegan and Hamid Emarlou are husband
and wife. Masoud Shahidi is Hamid Emarlou’s cousin.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets
forth information concerning the total compensation paid during the years ended December 31, 2015 and 2014 for our named executive
officers of Vapir.
Name and Principal Position | |
Year | |
Salary ($) | | |
Bonus ($) | | |
Stock Awards ($) | | |
Option Awards
($) | | |
Non-Equity Incentive Plan Compensation ($) | | |
All Other Compensation ($) | | |
Total ($) | |
Hamid Emarlou President and | |
2015 | |
$ | 150,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 15,600 | (2) | |
$ | 165,600 | |
Chief Executive Officer | |
2014 | |
$ | 200,400 | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 10,800 | (2) | |
$ | 211,200 | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Adam Kotkin (1) | |
2015 | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Chief Executive Officer | |
2014 | |
| 43,313 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 43,313 | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Adam Wasserman (1) | |
2015 | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Chief Financial Officer | |
2014 | |
| 25,000 | | |
| - | | |
| 23,420 | (3) | |
| - | | |
| - | | |
| - | | |
| 48,420 | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Dr. Shadi Shayegan | |
2015 | |
| 55,200 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 55,200 | |
Corporate Secretary | |
2014 | |
| 48,800 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 48,800 | |
(1) |
Mr. Kotkin and Mr. Wasserman resigned as our Chief Executive Officer and Chief Financial Officer, respectively, effective December 30, 2014. On June 30, 2015, Mr. Kotkin resigned from his position as a member of our Board of Directors. |
(2) |
Mr. Emarlou was provided a car allowance in 2014 and 2015 of $900 and $1,300 a month, respectively, covering car payments and insurance expenses. |
(3) |
In September 2014, Mr. Wasserman received a stock award of 46,840 at $0.50 per share. |
Employment Agreement with Executives
We have not entered into
employment agreements with our officers and directors. Additionally, we have not approved any retirement benefit plan, termination
or severance provisions for any of our named executive officers. Mr. Emarlou and Dr. Shayegan are employed at will such that either
the Company or Mr. Emarlou and Dr. Shayegan may terminate the employment relationship at any time, with or without cause. Mr. Emarlou
and Dr. Shayegan receive salaries and Mr. Emarlou received a car allowance in 2014 and 2015.
Mr. Kotkin and Mr. Wasserman
terminated as employees of the Company effective December 30, 2014. Prior to their termination, neither officer was party to an
employment agreement nor any retirement benefits plan or termination or severance agreements or provisions.
Outstanding Equity Awards at December 31, 2015
There were no outstanding
equity awards held by any of our officers as of December 31, 2015.
On September 23, 2010,
the Company’s board of directors adopted, and the Company’s stockholders approved the Apps Genius Corp Equity Incentive
Plan (the “Plan”), which covers 5,000,000 shares of common stock. The purpose of the Plan is to advance
the interests of the Company by enhancing the ability of the Company to (i) attract and retain employees and other persons or entities
who are in a position to make significant contributions to the success of the Company and its subsidiaries; (ii) reward such persons
for such contributions; and (iii) encourage such persons or entities to take into account the long-term interest of the Company
through ownership of shares of the Company’s common stock, par value $0.0001 per share. The Plan became effective on September
23, 2010 and will terminate on September 23, 2020.
Subject to adjustment as
provided in the Plan, the aggregate number of shares of common stock reserved for issuance pursuant to awards granted under the
Plan shall be five million (5,000,000) shares; provided, however, that within sixty (60) days of the end of each fiscal
year following the adoption of the Plan, the Board, in its discretion, may increase the aggregate number of shares of Common Stock
available for issuance under the Plan by an amount not greater than the difference between (i) the number of shares of Common Stock
available for issuance under the Plan on the last day of the immediately preceding fiscal year, and (ii) the number of shares of
Common Stock equal to 15% of the shares of Common Stock outstanding on the last day of the immediately preceding fiscal year.
No instruments have been
granted or issued under the Plan. As a result, there are no securities that are to be issued upon the exercises of outstanding
options, warrants and rights under the Plan and the original number of shares set aside for issuance under the Plan (5,000,000)
remains available for future issuances.
Board of Directors
All directors hold office
until the next annual meeting of shareholders and until their successors have been duly elected and qualified, or until their earlier
death, resignation or removal. Officers are elected by and serve at the discretion of the board.
Our directors are reimbursed
for expenses incurred by them in connection with attending board meetings, but they do not receive any other compensation for
serving on the board.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets
forth certain information regarding beneficial ownership of our common stock as of March 14, 2016 by (i) each person (or group
of affiliated persons) who is known by us to own more than five percent of the outstanding shares of our common stock, (ii) each
director, executive officer and director nominee, and (iii) all of our directors, executive officers and director nominees as a
group. Immediately following the closing of the Exchange Agreement, we have 48,280,976 shares of common stock issued and outstanding.
Beneficial ownership
is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. All share
ownership figures include shares of our Common Stock issuable upon securities convertible or exchangeable into shares of our Common
Stock within sixty (60) days of the Merger, which are deemed outstanding and beneficially owned by such person for purposes of
computing his or her percentage ownership, but not for purposes of computing the percentage ownership of any other person. Unless
otherwise specified, the address of each of the persons set forth below is care of the company at the address of: 2365 Paragon
Dr., Suite B, San Jose, California 95131.
Name and Address | |
Beneficial Ownership | | |
Percentage of Class (1) | |
Officers and Directors Hamid Emarlou (2) | |
| 36,609,768 | | |
| 73.56 | % |
Shadi Shayegan (3) | |
| 36,609,768 | | |
| 73.56 | % |
Robert Duncan, | |
| 125,000 | | |
| * | |
Masoud Shahidi | |
| 175,000 | | |
| * | |
All officers/directors as a group, including a former officer (4 persons) | |
| 36,909,768 | | |
| 74.17 | % |
| |
| | | |
| | |
5 % Shareholders Whalehaven Capital Fund Ltd. 285 Grand Ave Patriot Center, Bldg 5, 2nd Fl, Englewood, NJ 07361 | |
| 3,681,250 | | |
| 7.4 | % |
* |
Represents less than 1% ownership. |
|
|
(1) |
Based on 48,280,976 shares of common stock outstanding. |
(2) |
Mr. Emarlou is the beneficial owner of 36,609,768 shares of common stock. Mr. Emarlou directly holds 36,309,768 shares of common stock and his wife, Shadi Shayegan holds 300,000 shares. |
(3) |
Ms. Shayegan is the beneficial owner of 36,609,768 shares of common stock. Ms. Shayegan directly holds 300,000 shares and her husband, Hamid Emarlou holds 36,309,768 shares. |
Change in Control
There are no present arrangements
known to the Company, including any pledge by any person of the Company’s securities, the operation of which may at a subsequent
date result in a change in control of the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Director Independence
Currently,
we have one independent director, Robert Duncan. Because our common stock is not currently listed on a national securities exchange,
we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing
Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company
or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere
with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide
that a director cannot be considered independent if:
|
● |
the director is, or at any time during the past three years was, an employee of the Company; |
|
|
|
|
● |
the director or a family member of the director accepted any compensation from the Company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service); |
|
● |
a family member of the director is, or at any time during the past three years was, an executive officer of the Company; |
|
● |
the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the Company made, or from which the Company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions); |
|
● |
the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the Company served on the compensation committee of such other entity; or |
|
● |
the director or a family member of the director is a current partner of the Company’s outside auditor, or at any time during the past three years was a partner or employee of the Company’s outside auditor, and who worked on the company’s audit. |
Related Party Transactions
From time to time, Chairman, CEO and significant
stockholders of the Company advance funds to the Company for working capital purpose. These advances are unsecured, interest bearing
and due upon demand.
During 2014, the Company’s CEO provided
advances to the Company for working capital purposes for a total of $266,000 and the Company repaid $130,000 of these advances
leaving a balance of $136,000 at December 31, 2014. The advances are due on demand and bear 5% interest per annum. The Company
paid interest of $1,470 to the Company’s CEO during the year ended December 31, 2014. Additionally, between February 2015
and November 2015, the Company’s CEO provided advances to the Company for working capital purposes for a total of $300,500
and the Company repaid $73,000 of these advances.
At December 31, 2015 and 2014, these advances
amounted to $370,614 and $136,000, respectively. Included in the advances are accrued interest due to the Company’s CEO totaling
$7,114 and $0, at December 31, 2015 and 2014 respectively.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Fees
Aggregate fees for professional
services rendered to us by our independent registered public accounting firm engaged to provide accounting services for the years
ended December 31, 2015 and 2014 were:
| |
Year Ended December 31, 2015 | | |
Year Ended December 31, 2014 | |
Audit fees | |
$ | 39,500 | | |
$ | 25,000 | |
Audit related fees | |
| 0 | | |
| 0 | |
Tax fees | |
| 0 | | |
| 0 | |
All other fees | |
| 0 | | |
| 0 | |
Total | |
$ | 39,500 | | |
$ | 25,000 | |
Policy on Pre-Approval of Audit and Permissible Non-audit Services
of Independent Auditors
Consistent with the SEC
policies regarding auditor independence, our Board of Directors has responsibility for appointing, setting compensation and overseeing
the work of the independent auditor. In recognition of this responsibility, our Board of Directors has established a policy to
pre-approve all audit and permissible non-audit services provided by the independent auditor.
Prior to engagement of
the independent auditor for the next year’s audit, management will submit an aggregate of services expected to be rendered
during that year for each of the following four categories of services to the Board of Directors for approval.
1. Audit
services include audit work performed in the preparation of year-end financial statements, as well as work that generally
only the independent auditor can reasonably be expected to provide, including comfort letters, statutory audits, and attest services,
assistance reviewing our quarterly financial statements and SEC filings, and consultation regarding financial accounting and/or
reporting standards.
2. Audit-Related
services are for assurance and related services that are traditionally performed by the independent auditor, including
due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain
regulatory requirements.
3. Tax
services include all services performed by the independent auditor’s tax personnel except those services specifically
related to the audit of the financial statements, and includes fees in the areas of tax compliance, tax planning, and tax advice.
4. Other
Fees are those associated with services not captured in the other categories.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES
(a) The following documents are filed as part
of this Annual Report on Form 10-K.
Exh. No. |
|
Exhibit Description |
2.1 |
|
Share Exchange Agreement, dated December 30, 20141 |
3.1 |
|
Articles of Incorporation, dated December 19, 20091 |
3.11 |
|
Certificate of Amendment, dated July 9, 20131 |
3.12 |
|
Certificate of Amendment, dated September 17, 20141 |
3.2 |
|
By-laws1 |
10.1 |
|
Securities Purchase Agreement by and between FAL Minerals LLC and FAL Exploration Corp, dated as of October 7, 20131 |
10.2 |
|
Membership Interest Purchase Agreement by and between FAL Minerals, LLC and David Lubin & Associates, PLLC, dated October 9, 20131 |
10.3 |
|
Real Estate Purchase and Sale Agreement by and between Alpha Capital Anstalt, Adventures Ventures LLC, Whalehaven Capital Fund, LTD, DPIT 5 LLC and OJA LLC and FAL Exploration Corp., dated as of November 13, 20131 |
10.4 |
|
Short Term Loan Contract between Vapir Enterprise Inc. and Hamid Emarlou1 |
10.5 |
|
Termination Agreement by and between Alpha Capital Anstalt, Adventures Ventures LLC, Whalehaven Capital Fund, LTD, DPIT 5 LLC and OJA LLC and Vapir Enterprises Inc. f/k/a FAL Exploration Corp., dated as of December 30, 20141 |
31.1 |
|
Section 302 Certification by the Registrant’s Principal Executive Officer and Principal Financial Officer |
32.1 |
|
Section 906 Certification by the Registrant’s Principal Executive Officer and Principal Financial Officer |
101.INS* |
|
XBRL Instance Document |
101.SCH* |
|
XBRL Taxonomy Extension Schema |
101.CAL* |
|
XBRL Taxonomy Extension Calculation Linkbase |
101.DEF* |
|
XBRL Taxonomy Extension Definition Linkbase |
101.LAB * |
|
XBRL Taxonomy Extension Presentation Linkbase |
101.PRE* |
|
XBRL Taxonomy Extension Presentation Linkbase |
*In accordance with Regulation S-T, the XBRL-related
information in Exhibit 101 to this report shall be deemed “furnished” and not “filed.”
1Filed in the Current Report on
Form 8-K, dated March 31, 2015.
SIGNATURES
Pursuant to the requirements of Section 13
or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Vapir Enterprises, Inc. |
|
|
Date: March 21, 2016 |
By: |
/s/ Hamid Emarlou |
|
|
Hamid Emarlou |
|
|
Chief Executive Officer
(Principal Executive Officer and
Principal Financial Officer) |
25
Exhibit
31.1
CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER
I,
Hamid Emarlou, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Vapir Enterprises, Inc.;
2.
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date:
March 21, 2016 |
By: |
/s/
Hamid Emarlou |
|
|
Hamid
Emarlou
Chief
Executive Officer
(Principal Executive Officer and
Principal Financial Officer) |
Exhibit
32.1
Certification
of Principal Executive Officer
Pursuant
to U.S.C. Section 1350
As
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant
to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States
Code), the undersigned officer of Vapir Enterprises, Inc. a Nevada corporation (the “Company”), does hereby certify,
to such officer’s knowledge, that:
The
Annual Report on Form 10-K for the period ending December 31, 2015 of the Company (the “Form 10-K”) fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Form
10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date:
March 21, 2016 |
By: |
/s/
Hamid Emarlou |
|
|
Hamid
Emarlou
Chief
Executive Officer
(Principal Executive Officer and
Principal Financial Officer) |
v3.3.1.900
X |
- DefinitionIf the value is true, then the document is an amendment to previously-filed/accepted document.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEnd date of current fiscal year in the format --MM-DD.
+ References
+ Details
Name: |
dei_CurrentFiscalYearEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gMonthDayItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThis is focus fiscal period of the document report. For a first quarter 2006 quarterly report, which may also provide financial information from prior periods, the first fiscal quarter should be given as the fiscal period focus. Values: FY, Q1, Q2, Q3, Q4, H1, H2, M9, T1, T2, T3, M8, CY.
+ References
+ Details
Name: |
dei_DocumentFiscalPeriodFocus |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fiscalPeriodItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThis is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.
+ References
+ Details
Name: |
dei_DocumentFiscalYearFocus |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gYearItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word "Other".
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation 12B -Number 240 -Section 12b -Subsection 1
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.
+ References
+ Details
Name: |
dei_EntityCommonStockSharesOutstanding |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionIndicate "Yes" or "No" whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.
+ References
+ Details
Name: |
dei_EntityCurrentReportingStatus |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, (4) Smaller Reporting Company (Non-accelerated) or (5) Smaller Reporting Accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.
+ References
+ Details
Name: |
dei_EntityFilerCategory |
Namespace Prefix: |
dei_ |
Data Type: |
dei:filerCategoryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionState aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to price at which the common equity was last sold, or average bid and asked price of such common equity, as of the last business day of registrant's most recently completed second fiscal quarter. The public float should be reported on the cover page of the registrants form 10K.
+ References
+ Details
Name: |
dei_EntityPublicFloat |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation 12B -Number 240 -Section 12b -Subsection 1
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate "Yes" or "No" if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
+ References
+ Details
Name: |
dei_EntityVoluntaryFilers |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate "Yes" or "No" if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.
+ References
+ Details
Name: |
dei_EntityWellKnownSeasonedIssuer |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Consolidated Balance Sheets - USD ($)
|
Dec. 31, 2015 |
Dec. 31, 2014 |
CURRENT ASSETS: |
|
|
Cash |
$ 7,858
|
$ 27,304
|
Accounts receivable, net |
24,518
|
2,588
|
Inventory |
212,411
|
$ 110,551
|
Prepaid expense and other current assets |
18,424
|
|
Advances to suppliers |
136,427
|
$ 67,652
|
Total Current Assets |
399,638
|
208,095
|
OTHER ASSETS: |
|
|
Property and equipment, net |
87,668
|
3,732
|
Intangible assets, net |
375,176
|
$ 442,352
|
Deposit |
2,813
|
|
Total Other Assets |
465,657
|
$ 446,084
|
Total Assets |
865,295
|
654,179
|
CURRENT LIABILITIES: |
|
|
Accounts payable and accrued expenses |
225,882
|
$ 236,051
|
Convertible notes payable, net of debt discount |
247,724
|
|
Loan payable |
197,000
|
$ 197,000
|
Note payable - current maturities |
19,800
|
19,800
|
Customer deposits |
20,609
|
52,938
|
Advances from related party |
370,614
|
$ 136,000
|
Deferred rent |
10,728
|
|
Derivative liabilities |
202,653
|
|
Total Current Liabilities |
1,295,010
|
$ 641,789
|
LONG-TERM LIABILITIES: |
|
|
Note payable, net of current maturities |
5,250
|
25,050
|
Total Long-term Liabilities |
5,250
|
25,050
|
Total Liabilities |
$ 1,300,260
|
$ 666,839
|
COMMITMENTS AND CONTINGENCIES |
|
|
STOCKHOLDERS' DEFICIT: |
|
|
Preferred stock $0.001 par value: 20,000,000 shares authorized; none issued and outstanding |
|
|
Common stock $0.001 par value: 100,000,000 shares authorized; 48,466,819 and 48,280,962 shares issued and outstanding, respectively |
$ 48,467
|
$ 48,281
|
Additional paid in capital |
31,374
|
$ (60,941)
|
Accumulated deficit |
(514,806)
|
|
Total Stockholders' Deficit |
(434,965)
|
$ (12,660)
|
Total Liabilities and Stockholders' Deficit |
$ 865,295
|
$ 654,179
|
X |
- DefinitionSum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19(a)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_AccountsPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount due from customers or clients, within one year of the balance sheet date (or the normal operating cycle, whichever is longer), for goods or services (including trade receivables) that have been delivered or sold in the normal course of business, reduced to the estimated net realizable fair value by an allowance established by the entity of the amount it deems uncertain of collection.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.3-4) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 3 -Subparagraph a(1) -Article 5
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 4 -Article 5
+ Details
Name: |
us-gaap_AccountsReceivableNetCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionExcess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.30(a)(1)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 31 -Article 5
+ Details
Name: |
us-gaap_AdditionalPaidInCapital |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.18) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 12 -Article 7
+ Details
Name: |
us-gaap_Assets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.9) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6801-107765
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6676-107765
+ Details
Name: |
us-gaap_AssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_AssetsCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Cash -URI http://asc.fasb.org/extlink&oid=6506951
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 1 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6676-107765
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3044-108585
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Cash Equivalents -URI http://asc.fasb.org/extlink&oid=6507016
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.1) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_CashAndCashEquivalentsAtCarryingValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionRepresents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.(a),19) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 450 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=25496072&loc=d3e14326-108349
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.17) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.25) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_CommitmentsAndContingencies |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionIncluding the current and noncurrent portions, carrying value as of the balance sheet date of a written promise to pay a note, initially due after one year or beyond the operating cycle if longer, which can be exchanged for a specified amount of one or more securities (typically common stock), at the option of the issuer or the holder.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.16) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16(a)) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 20, 22 -Article 5
+ Details
Name: |
us-gaap_ConvertibleNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe current portion of prepayments received from customers for goods or services to be provided in the future.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_CustomerAdvancesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe current portion of money or property received from customers which is either to be returned upon satisfactory contract completion or applied to customer receivables in accordance with the terms of the contract or the understandings.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_CustomerDepositsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionFor a classified balance sheet, the cumulative difference as of the balance sheet date between the payments required by a lease agreement and the rental income or expense recognized on a straight-line basis, or other systematic and rational basis more representative of the time pattern in which use or benefit is granted or derived from the leased property, expected to be recognized in income or expense, by the lessor or lessee, respectively, within one year of the balance sheet date.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 20 -Section 25 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=7501430&loc=d3e39927-112707
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DeferredRentCreditCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe carrying amount of the asset transferred to a third party to serve as a deposit, which typically serves as security against failure by the transferor to perform under terms of an agreement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.8,17) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DepositAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionFair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 20 -Section 50 -Paragraph 3 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Current Liabilities -URI http://asc.fasb.org/extlink&oid=6509677
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 45 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6945355&loc=d3e41228-113958
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 45 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6945355&loc=d3e41271-113958
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 10 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13433-108611
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 15 -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13495-108611
+ Details
Name: |
us-gaap_DerivativeLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.6(a)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 330 -SubTopic 10 -Section 35 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=51655945&loc=d3e3927-108312
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 1 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6676-107765
+ Details
Name: |
us-gaap_InventoryNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19-26) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_Liabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.32) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 25 -Article 7
+ Details
Name: |
us-gaap_LiabilitiesAndStockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionTotal obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.21) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_LiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_LiabilitiesCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of obligation due after one year or beyond the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22-26) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 22, 23, 24, 25, 26, 27 -Article 5
+ Details
Name: |
us-gaap_LiabilitiesNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_LiabilitiesNoncurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCarrying value as of the balance sheet date of notes payable (with maturities initially due after one year or beyond the operating cycle if longer), excluding current portion.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_LongTermNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_NotesPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe aggregate carrying amounts, as of the balance sheet date, of assets not separately disclosed in the balance sheet.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.17) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 10 -Article 7
+ Details
Name: |
us-gaap_OtherAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_OtherAssetsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe net carrying amount as of the balance sheet date of other indefinite-lived and finite-lived intangible assets that are not separately presented on the statement of financial position.
+ References
+ Details
Name: |
us-gaap_OtherIntangibleAssetsNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6676-107765
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 8 -Article 5
+ Details
Name: |
us-gaap_PrepaidExpenseAndOtherAssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.13) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 13 -Subparagraph a -Article 5
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 8 -Article 7
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe cumulative amount of the reporting entity's undistributed earnings or deficit.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.31(a)(3)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Article 3
+ Details
Name: |
us-gaap_RetainedEarningsAccumulatedDeficit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionTotal of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SAB TOPIC 4.E) -URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section E
+ Details
Name: |
us-gaap_StockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_StockholdersEquityAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Consolidated Balance Sheets (Parenthetical) - $ / shares
|
Dec. 31, 2015 |
Dec. 31, 2014 |
Consolidated Balance Sheets [Abstract] |
|
|
Preferred stock, par value |
$ 0.001
|
$ 0.001
|
Preferred stock, shares authorized |
20,000,000
|
20,000,000
|
Preferred stock, shares issued |
|
|
Preferred stock, shares outstanding |
|
|
Common stock, par value |
$ 0.001
|
$ 0.001
|
Common stock, shares authorized |
100,000,000
|
100,000,000
|
Common stock, shares issued |
48,466,819
|
48,280,962
|
Common stock, shares outstanding |
48,466,819
|
48,280,962
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionFace amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_StatementOfFinancialPositionAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Consolidated Statements of Operations - USD ($)
|
12 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Statements of Operations [Abstract] |
|
|
Net sales |
$ 2,157,929
|
$ 1,646,947
|
Cost of sales |
1,199,461
|
710,423
|
Gross profit |
958,468
|
936,524
|
OPERATING EXPENSES: |
|
|
Selling expenses |
144,306
|
72,217
|
Compensation |
643,782
|
655,126
|
Professional and consulting fees |
330,913
|
81,521
|
General and administrative |
337,538
|
493,972
|
Total Operating Expenses |
1,456,539
|
1,302,836
|
LOSS FROM OPERATIONS |
(498,071)
|
$ (366,312)
|
OTHER INCOME (EXPENSE): |
|
|
Derivative expense |
(188,378)
|
|
Change in fair value of derivative liabilities |
$ 485,725
|
|
Litigation settlement |
|
$ (40,000)
|
Interest expense, net |
$ (314,082)
|
(17,612)
|
Other expense, net |
(16,735)
|
(57,612)
|
LOSS BEFORE INCOME TAX PROVISION |
$ (514,806)
|
(423,924)
|
INCOME TAX PROVISION (BENEFIT) |
|
|
NET LOSS |
$ (514,806)
|
(423,924)
|
PRO FORMA FINANCIAL INFORMATION (UNAUDITED): |
|
|
LOSS BEFORE INCOME TAX PROVISION |
|
(423,924)
|
INCOME TAX PROVISION (BENEFIT) |
|
(104,896)
|
NET LOSS |
$ (514,806)
|
$ (319,028)
|
EARNINGS PER SHARE: |
|
|
Basic and diluted |
$ (0.01)
|
$ (0.01)
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: |
|
|
Basic and diluted |
48,414,506
|
38,651,223
|
X |
- References
+ Details
Name: |
us-gaap_BusinessAcquisitionProFormaInformationAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of gain (loss) from the increase (decrease) in fair value of derivative and nonderivative instruments designated as fair value hedging instruments recognized in the income statement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 25 -Section 50 -Paragraph 1 -Subparagraph (a)(1) -URI http://asc.fasb.org/extlink&oid=6886632&loc=d3e76258-113986
+ Details
Name: |
us-gaap_ChangeInUnrealizedGainLossOnFairValueHedgingInstruments1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate cost of goods produced and sold and services rendered during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.2) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_CostOfRevenue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.
+ References
+ Details
Name: |
us-gaap_EarningsPerShareBasicAndDiluted |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_EarningsPerShareBasicAndDilutedAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.4) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_GeneralAndAdministrativeExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.1,2) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_GrossProfit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_IncomeStatementAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of the cost of borrowed funds accounted for as interest expense.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6450988&loc=d3e26243-108391
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04.9) -URI http://asc.fasb.org/extlink&oid=6879574&loc=d3e536633-122882
+ Details
Name: |
us-gaap_InterestExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of judgment or settlement awarded to (against) the entity in respect of litigation.
+ References
+ Details
Name: |
us-gaap_LitigationSettlementAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Net Income -URI http://asc.fasb.org/extlink&oid=51831255
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.19) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.18) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.22) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Other Comprehensive Income -URI http://asc.fasb.org/extlink&oid=51831270
Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 19 -Article 5
Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph 20 -Article 9
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.7) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_NonoperatingIncomeExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NonoperatingIncomeExpenseAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionGenerally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.
+ References
+ Details
Name: |
us-gaap_OperatingExpenses |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_OperatingExpensesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe net result for the period of deducting operating expenses from operating revenues.
+ References
+ Details
Name: |
us-gaap_OperatingIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionA fee charged for services from professionals such as doctors, lawyers and accountants. The term is often expanded to include other professions, for example, pharmacists charging to maintain a medicinal profile of a client or customer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 946 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07.2(a),(b),(c),(d)) -URI http://asc.fasb.org/extlink&oid=6488393&loc=d3e606610-122999
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 946 -SubTopic 225 -Section 45 -Paragraph 3 -Subparagraph (k) -URI http://asc.fasb.org/extlink&oid=6488370&loc=d3e13550-115849
+ Details
Name: |
us-gaap_ProfessionalFees |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionExpenditures for salaries other than officers. Does not include allocated share-based compensation, pension and post-retirement benefit expense or other labor-related non-salary expense. For commercial and industrial companies, excludes any direct and overhead labor that is included in cost of goods sold.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.4) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_SalariesAndWages |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionTotal revenue from sale of goods and services rendered during the reporting period, in the normal course of business, reduced by sales returns and allowances, and sales discounts.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.1) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_SalesRevenueNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionExpenses recognized in the period that are directly related to the selling and distribution of products or services.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.4) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_SellingExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAverage number of shares or units issued and outstanding that are used in calculating basic and diluted earnings per share (EPS).
+ References
+ Details
Name: |
us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_WeightedAverageNumberOfSharesOutstandingAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe pro forma income loss before income tax for the period as if the business combination or combinations had been completed at the beginning of a period.
+ References
+ Details
Name: |
vapi_BusinessAcquisitionsProFormaIncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe pro forma Income tax expenses benefit for the period as if the business combination or combinations had been completed at the beginning of a period.
+ References
+ Details
Name: |
vapi_BusinessAcquisitionsProFormaIncomeTaxExpenseBenefit |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of derivative expense.
+ References
+ Details
Name: |
vapi_DerivativeExpense |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
v3.3.1.900
Consolidated Statement of Changes in Stockholder's Equity (Deficit) - USD ($)
|
Total |
Common Stock $0.001 Par Value |
Additional Paid-in Capital |
Accumulated Earnings (Deficit) |
Balance at Dec. 31, 2013 |
$ 434,691
|
$ 38,625
|
$ 361,375
|
$ 34,691
|
Balance, shares at Dec. 31, 2013 |
|
38,624,768
|
|
|
Reverse acquisition adjustment |
(23,427)
|
$ 9,656
|
$ (33,083)
|
|
Reverse acquisition adjustment,shares |
|
9,656,194
|
|
|
Net loss |
(423,924)
|
|
|
(423,924)
|
Reclassification of undistributed retained earnings as of December 30, 2014 to additional paid-in capital |
|
|
$ (389,233)
|
$ 389,233
|
Balance at Dec. 31, 2014 |
(12,660)
|
$ 48,281
|
(60,941)
|
|
Balance, shares at Dec. 31, 2014 |
|
48,280,962
|
|
|
Common stock issued for services |
92,501
|
$ 186
|
$ 92,315
|
|
Common stock issued for services, shares |
|
185,857
|
|
|
Net loss |
(514,806)
|
|
|
$ (514,806)
|
Balance at Dec. 31, 2015 |
$ (434,965)
|
$ 48,467
|
$ 31,374
|
$ (514,806)
|
Balance, shares at Dec. 31, 2015 |
|
48,466,819
|
|
|
X |
- DefinitionAmount of other increase (decrease) in additional paid in capital (APIC).
+ References
+ Details
Name: |
us-gaap_AdjustmentsToAdditionalPaidInCapitalOther |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Net Income -URI http://asc.fasb.org/extlink&oid=51831255
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.19) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.18) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.22) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Other Comprehensive Income -URI http://asc.fasb.org/extlink&oid=51831270
Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 19 -Article 5
Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph 20 -Article 9
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares issued which are neither cancelled nor held in the treasury.
+ References
+ Details
Name: |
us-gaap_SharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesIssuedForServices |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares of stock issued during the period that is attributable to transactions involving issuance of stock not separately disclosed.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesOther |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionValue of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueIssuedForServices |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionValue of shares of stock issued during the period that is attributable to transactions involving issuance of stock not separately disclosed.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueOther |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionTotal of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SAB TOPIC 4.E) -URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section E
+ Details
Name: |
us-gaap_StockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_AdditionalPaidInCapitalMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_RetainedEarningsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Consolidated Statements of Cash Flows - USD ($)
|
12 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
Net loss |
$ (514,806)
|
$ (423,924)
|
Adjustments to reconcile net loss to net cash used in operating activities |
|
|
Bad debt expense |
1,774
|
170
|
Depreciation |
13,774
|
23,443
|
Amortization of intangible assets |
67,176
|
$ 67,176
|
Amortization of deferred financing cost |
11,148
|
|
Amortization of debt discount |
247,724
|
|
Derivative expense |
188,378
|
|
Common stock issued for services earned |
92,501
|
|
Change in fair value of derivative liabilities |
(485,725)
|
|
Changes in assets and liabilities: |
|
|
Accounts receivable |
(23,704)
|
$ 119,971
|
Prepaid expense and other current assets |
(7,072)
|
|
Advances to suppliers |
(68,775)
|
$ (67,652)
|
Inventory |
(101,860)
|
$ (64,199)
|
Deposit |
(2,813)
|
|
Accounts payable and accrued expenses |
(2,055)
|
$ 171,307
|
Customer deposits |
(32,329)
|
$ 39,009
|
Deferred rent |
10,728
|
|
NET CASH USED IN OPERATING ACTIVITIES |
(605,936)
|
$ (134,699)
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
Purchase of property and equipment |
(97,710)
|
|
NET CASH USED IN INVESTING ACTIVITIES |
(97,710)
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
Advances from related party |
300,500
|
$ 266,000
|
Repayments to related party for advances |
(74,000)
|
$ (130,000)
|
Net proceeds from convertible notes payable |
$ 477,500
|
|
Proceeds received from loan |
|
$ 21,000
|
Repayment of note payable |
$ (19,800)
|
(19,800)
|
NET CASH PROVIDED BY FINANCING ACTIVITIES |
684,200
|
137,200
|
NET CHANGE IN CASH |
(19,446)
|
2,501
|
CASH - beginning of year |
27,304
|
24,803
|
CASH - end of year |
7,858
|
27,304
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
|
|
Interest paid |
$ 25,640
|
$ 17,612
|
Income taxes paid |
|
|
X |
- References
+ Details
Name: |
us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of noncash expense included in interest expense to issue debt and obtain financing associated with the related debt instruments. Alternate captions include noncash interest expense.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.8) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph 8 -Article 9
+ Details
Name: |
us-gaap_AmortizationOfFinancingCosts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of noncash expense included in interest expense to allocate debt discount and premium, and the costs to issue debt and obtain financing over the related debt instruments. Alternate captions include noncash interest expense.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_AmortizationOfFinancingCostsAndDiscounts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 45 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6388964&loc=d3e16225-109274
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph (a)(2) -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16323-109275
+ Details
Name: |
us-gaap_AmortizationOfIntangibleAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Cash -URI http://asc.fasb.org/extlink&oid=6506951
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 1 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6676-107765
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3044-108585
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Cash Equivalents -URI http://asc.fasb.org/extlink&oid=6507016
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.1) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_CashAndCashEquivalentsAtCarryingValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of increase (decrease) in cash and cash equivalents. Cash and cash equivalents are the amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Includes effect from exchange rate changes.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 24 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3521-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 830 -SubTopic 230 -Section 45 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=49171198&loc=d3e33268-110906
+ Details
Name: |
us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of gain (loss) from the increase (decrease) in fair value of derivative and nonderivative instruments designated as fair value hedging instruments recognized in the income statement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 25 -Section 50 -Paragraph 1 -Subparagraph (a)(1) -URI http://asc.fasb.org/extlink&oid=6886632&loc=d3e76258-113986
+ Details
Name: |
us-gaap_ChangeInUnrealizedGainLossOnFairValueHedgingInstruments1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_Depreciation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_IncreaseDecreaseInAccountsReceivable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the period in the amount of customer money held in customer accounts, including security deposits, collateral for a current or future transactions, initial payment of the cost of acquisition or for the right to enter into a contract or agreement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_IncreaseDecreaseInCustomerDeposits |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe net cash inflow or outflow for the increase (decrease) in the beginning and end of period deposits balances.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 230 -Section 45 -Paragraph 1 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6477933&loc=d3e60009-112784
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3095-108585
+ Details
Name: |
us-gaap_IncreaseDecreaseInDeposits |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_IncreaseDecreaseInInventories |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_IncreaseDecreaseInOperatingCapitalAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in other expenses incurred but not yet paid.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_IncreaseDecreaseInOtherAccruedLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in the value of prepaid expenses and other assets not separately disclosed in the statement of cash flows, for example, deferred expenses, intangible assets, or income taxes.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_IncreaseDecreaseInPrepaidDeferredExpenseAndOtherAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe amount of cash paid for interest during the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4297-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 25 -Subparagraph (e) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3536-108585
+ Details
Name: |
us-gaap_InterestPaid |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 24 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3521-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 26 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3574-108585
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 24 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3521-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 26 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3574-108585
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 24 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3521-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 25 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3536-108585
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Net Income -URI http://asc.fasb.org/extlink&oid=51831255
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.19) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.18) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.22) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Other Comprehensive Income -URI http://asc.fasb.org/extlink&oid=51831270
Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 19 -Article 5
Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph 20 -Article 9
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Investing Activities -URI http://asc.fasb.org/extlink&oid=6516133
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 13 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3213-108585
+ Details
Name: |
us-gaap_PaymentsToAcquirePropertyPlantAndEquipment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from the issuance of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3255-108585
+ Details
Name: |
us-gaap_ProceedsFromConvertibleDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from long-term debt supported by a written promise to pay an obligation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
+ Details
Name: |
us-gaap_ProceedsFromRepaymentsOfNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of expense related to write-down of receivables to the amount expected to be collected. Includes, but is not limited to, accounts receivable and notes receivable.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.5) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_ProvisionForDoubtfulAccounts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow for a borrowing supported by a written promise to pay an obligation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 15 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3291-108585
+ Details
Name: |
us-gaap_RepaymentsOfNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionCommon stock issued for services earned.
+ References
+ Details
Name: |
vapi_CommonStockIssuedForServicesEarned |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of derivative expense.
+ References
+ Details
Name: |
vapi_DerivativeExpense |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in advance payments.
+ References
+ Details
Name: |
vapi_IncreaseDecreaseInAdvancePayments |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
v3.3.1.900
Organization and Operations
|
12 Months Ended |
Dec. 31, 2015 |
Organization and Operations [Abstract] |
|
Organization and Operations |
Note 1 – Organization and Operations Vapir Enterprises, Inc. Vapir Enterprises Inc. (formerly FAL Exploration Corp.) (“Vapir Enterprises” or the “Company”) was incorporated in the State of Nevada on December 17, 2009. The Company’s principal business is focused on inventing, developing and producing aromatherapy devices and vaporizers. The Company’s aromatherapy devices utilize heat and convection air and thereby extract natural essences and produce fresh fragrances. Acquisition of Vapir, Inc. Treated as a Reverse Acquisition On December 30, 2014, Vapir, Inc., a private California corporation (“Vapir”), which is the historical business, entered into a Share Exchange Agreement with the Company, all of the stockholders of Vapir (the “Vapir Shareholders”), and the Company’s controlling stockholders whereby the Company agreed to acquire all of the issued and outstanding capital stock of Vapir in exchange for 38,624,768 shares of the Company’s common stock. On December 30, 2014, the transaction closed and Vapir is now a wholly-owned subsidiary of the Company. The number of shares issued represented approximately 80.0% of the issued and outstanding common stock immediately after the consummation of the Share Exchange Agreement. In addition, Vapir’s board of directors and management obtained the board and management control of the combined entity stock immediately after the consummation of the Share Exchange Agreement. As a result of the controlling financial interest of the former stockholders of Vapir, for financial statement reporting purposes, the business combination between Vapir and Vapir Enterprises has been treated as a reverse acquisition with Vapir deemed the accounting acquirer and Vapir Enterprises deemed the accounting acquiree under the acquisition method of accounting in accordance with FASB Accounting Standards Codification (“ASC”) Section 805-10-55. The reverse acquisition is deemed a capital transaction and the net assets of Vapir (the accounting acquirer) are carried forward to Vapir Enterprises (the legal acquirer and the reporting entity) at their carrying value before the acquisition. The acquisition process utilizes the capital structure of Vapir Enterprises and the assets and liabilities of Vapir which are recorded at historical cost. The equity of the combined entity is the historical equity of Vapir retroactively restated to reflect the number of shares issued by Vapir Enterprises in the transaction. Vapir, Inc. was incorporated in the State of California in October 2006.
|
X |
- References
+ Details
Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 10 -Section 45 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=35735333&loc=d3e288-107754
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 272 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=18733093&loc=d3e5614-111684
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6359566&loc=d3e326-107755
+ Details
Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Significant and Critical Accounting Policies and Practices
|
12 Months Ended |
Dec. 31, 2015 |
Significant and Critical Accounting Policies and Practices [Abstract] |
|
Significant and Critical Accounting Policies and Practices |
Note 2 – Significant and Critical Accounting Policies and Practices The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles. Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s). Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were: | (i) | Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. |
| (ii) | Allowance for doubtful accounts: Management’s estimate of the allowance for doubtful accounts is based on historical sales, historical loss levels, and an analysis of the collectability of individual accounts; and general economic conditions that may affect a client’s ability to pay. The Company evaluated the key factors and assumptions used to develop the allowance in determining that it is reasonable in relation to the financial statements taken as a whole. |
| (iii) | Inventory obsolescence and markdowns: The Company’s estimate of potentially excess and slow-moving inventories is based on evaluation of inventory levels and aging, review of inventory turns and historical sales experiences. The Company’s estimate of reserve for inventory shrinkage is based on the historical results of physical inventory cycle counts. |
| (iv) | Fair value of long-lived assets: Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. |
| (v) | Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are recorded as a deferred tax benefit. Management made this assumption based on its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors. |
| (vi) | Estimates and assumptions used in valuation of derivative liabilities and equity instruments: Management estimates expected term of share options and similar instruments, expected volatility of the Company’s common shares and the method used to estimate it, expected annual rate of quarterly dividends, and risk free rate(s) to value derivative liabilities, share options and similar instruments. |
These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Principles of Consolidation The Company applies the guidance of Topic 810 “Consolidation” of the FASB Accounting Standards Codification to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists. The consolidated financial statements include all accounts of the entities as of the reporting period ending date(s) and for the reporting period(s) as follows: Name of consolidated subsidiary or entity | | State or other jurisdiction of incorporation or organization | | Date of incorporation or formation (date of acquisition, if applicable) | | Attributable interest | | | | | | | | Vapir Enterprises, Inc. | | The State of Nevada, U.S.A. | | December 17, 2009 | | 100% | | | | | | | | Vapir, Inc. | | The State of California, U.S.A. | | October 2006 (December 30, 2014) | | 100% |
The consolidated financial statements include all accounts of the Company as of December 31, 2015 and for the period from December 30, 2014 (date of acquisition) through December 31,
2015; Vapir as of December 31, 2015 and 2014 and for the years then ended. All inter-company balances and transactions have been eliminated. Fair Value of Financial Instruments The Company follows paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments and paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 | | Quoted market prices available in active
markets for identical assets or liabilities as of the reporting date. | | | | Level 2 | | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | | | | Level 3 | | Pricing inputs that are generally observable inputs and not corroborated by market data. |
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid expenses and other current assets, advances to suppliers, accounts payable and accrued expenses, and customer deposits approximate their fair values because of the short maturity of these instruments. The Company’s convertible notes payable, notes payable and loan payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2015 and 2014. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis Level 3 Financial Liabilities - Derivative Warrant Liabilities and Derivative Liability on Conversion Feature The Company uses Level 3 of the fair value hierarchy to measure the fair value of the derivative liabilities and revalues its derivative warrant liability and derivative liability on the conversion feature at every reporting period and recognizes gains or losses in the consolidated statements of operations that are attributable to the change in the fair value of the derivative liabilities. The following table presents the derivative financial instruments, measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis, and their level within the fair value hierarchy as of December 31, 2015: | | Amount | | | Level 1 | | | Level 2 | | | Level 3 | | Derivative liability - Embedded conversion | | $ | 78,471 | | | $ | - | | | $ | - | | | $ | 78,471 | | Derivative liabilities - Tainted Warrants | | | 124,182 | | | | - | | | | - | | | | 124,182 | | | | $ | 202,653 | | | $ | - | | | $ | - | | | $ | 202,653 | |
Fair Value of Non-Financial Assets or Liabilities Measured on a Recurring Basis The Company’s non-financial assets include inventories. The Company identifies potentially excess and slow-moving inventories by evaluating turn rates, inventory levels and other factors. Excess quantities are identified through evaluation of inventory aging, review of
inventory turns and historical sales experiences. The Company provides lower of cost or market reserves for such identified excess and slow-moving inventories. The Company establishes a reserve for inventory shrinkage, if any, based on the historical results of physical inventory cycle counts. Carrying Value, Recoverability and Impairment of Long-Lived Assets The Company has adopted Section 360-10-35 of the FASB Accounting Standards Codification for its long-lived assets. Pursuant to ASC Paragraph 360-10-35-17 an impairment loss shall be recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). That assessment shall be based on the carrying amount of the asset (asset group) at the date it is tested for recoverability. An impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. Pursuant to ASC Paragraph 360-10-35-20 if an impairment loss is recognized, the adjusted carrying amount of a long-lived asset shall be its new cost basis. For a depreciable long-lived asset, the new cost basis shall be depreciated (amortized) over the remaining useful life of that asset. Restoration of a previously recognized impairment loss is prohibited. Pursuant to ASC Paragraph 360-10-35-21 the Company’s long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company considers the following to be some examples of such events or changes in circumstances that may trigger an impairment review: (a) significant decrease in the market price of a long-lived asset (asset group); (b) A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition; (c) A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator; (d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); (e) A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group); and (f) A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. Pursuant to ASC Paragraphs 360-10-35-29 through 35-36 Estimates of future cash flows used to test the recoverability of a long-lived asset (asset group) shall include only the future cash flows (cash inflows less associated cash outflows) that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the asset (asset group). Estimates of future cash flows used to test the recoverability of a long-lived asset (asset group) shall incorporate the entity’s own assumptions about its use of the asset (asset group) and shall consider all available evidence. The assumptions used in developing those estimates shall be reasonable in relation to the assumptions used in developing other information used by the entity for comparable periods, such as internal budgets and projections, accruals related to incentive compensation plans, or information communicated to others. However, if alternative courses of action to recover the carrying amount of a long-lived asset (asset group) are under consideration or if a range is estimated for the amount of possible future cash flows associated with the likely course of action, the likelihood of those possible outcomes shall be considered. A probability-weighted approach may be useful in considering the likelihood of those possible outcomes. Estimates of future cash flows used to test the recoverability of a long-lived asset (asset group) shall be made for the remaining useful life of the asset (asset group) to the entity. For long-lived assets (asset groups) that have uncertainties both in timing and amount, an expected present value technique will often be the appropriate technique with which to estimate fair value. Pursuant to ASC Paragraphs 360-10-45-4 and 360-10-45-5 an impairment loss recognized for a long-lived asset (asset group) to be held and used shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amount of that loss. A gain or loss recognized on the sale of a long-lived asset (disposal group) that is not a component of an entity shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amounts of those gains or losses. The Company did not consider it necessary to record any impairment charges during the year ended December 31, 2015 and 2014. Cash equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturities of three months or less, when purchased, to be cash equivalents. The Company maintains cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of December 31, 2015, the Company has not reached bank balances exceeding the FDIC insurance limit. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. Accounts receivable and allowance for doubtful accounts Pursuant to FASB ASC paragraph 310-10-35-47 trade receivables that management has the intent and ability to hold for the foreseeable future shall be reported in the balance sheet at outstanding principal adjusted for any charge-offs and the allowance for doubtful accounts.. The Company follows FASB ASC paragraphs 310-10-35-7 through 310-10-35-10 to estimate the allowance for doubtful accounts. Pursuant to FASB ASC paragraph 310-10-35-9 Losses from uncollectible receivables shall be accrued when both of the following conditions are met: (a) Information available before the financial statements are issued or are available to be issued (as discussed in Section 855-10-25) indicates that it is probable that an asset has been impaired at the date of the financial statements, and (b) The amount of the loss can be reasonably estimated. Those conditions may be considered in relation to individual receivables or in relation to groups of similar types of receivables. If the conditions are met, accrual shall be made even though the particular receivables that are uncollectible may not be identifiable. The Company reviews individually each trade receivable for collectability and performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and general economic conditions that may affect a client’s ability to pay. Bad debt expense is included in general and administrative expenses. Pursuant to FASB ASC paragraph 310-10-35-41 Credit losses for trade receivables (uncollectible trade receivables), which may be for all or part of a particular trade receivable, shall be deducted from the allowance. The related trade receivable balance shall be charged off in the period in which the trade receivables are deemed uncollectible. Recoveries of trade receivables previously charged off shall be recorded when received. The Company charges off its trade account receivables against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2015 and 2014, there was $1,373 and $0 allowance for doubtful accounts, respectively. The Company recorded bad debt expense of $1,774 and $170 during the year ended December 31, 2015 and 2014, respectively. Inventory Inventory Valuation The Company values inventory, consisting of finished goods, at the lower of cost or market. Cost is determined on the first-in and first-out (“FIFO”) method. The Company reduces inventory for the diminution of value, resulting from product obsolescence, damage or other issues affecting marketability, equal to the difference between the cost of the inventory and its estimated market value. Factors utilized in the determination of estimated market value include (i) estimates of future demand, and (ii) competitive pricing pressures. Inventory Obsolescence and Markdowns The Company evaluates its current level of inventory considering historical sales and other factors and, based on this evaluation, classify inventory markdowns in the income statement as a component of cost of goods sold pursuant to Paragraph 420-10-S99 of the FASB Accounting Standards Codification to adjust inventory to net realizable value. These markdowns are estimates, which could vary significantly from actual requirements if future economic conditions, customer demand or competition differ from expectations. There was no inventory obsolescence for the reporting period ended December 31, 2015 or 2014. There was no lower of cost or market adjustments for the reporting period ended December 31, 2015 or 2014. Advances to suppliers Advances to suppliers represent the cash paid in advance for the purchased of inventory. The advances to suppliers are interest free and unsecured. Property and Equipment Property and equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows: | | Estimated Useful Life (Years) | | | | | | Auto | | | 3 | | | | | | | Furniture and fixture | | | 5 | | | | | | | Leasehold improvement | | | * | |
(*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter. Upon sale or retirement, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations. Leases Lease agreements are evaluated to determine whether they are capital leases or operating leases in accordance with paragraph 840-10-25-1 of the FASB Accounting Standards Codification (“Paragraph 840-10-25-1”). Pursuant to Paragraph 840-10-25-1 a lessee and a lessor shall consider whether a lease meets any of the following four criteria as part of classifying the lease at its inception under the guidance in the Lessees Subsection of this Section (for the lessee) and the Lessors Subsection of this Section (for the lessor): a. Transfer of ownership. The lease transfers ownership of the property to the lessee by the end of the lease term. This criterion is met in situations in which the lease agreement provides for the transfer of title at or shortly after the end of the lease term in exchange for the payment of a nominal fee, for example, the minimum required by statutory regulation to transfer title. b. Bargain purchase option. The lease contains a bargain purchase option. c. Lease term. The lease term is equal to 75 percent or more of the estimated economic life of the leased property. d. Minimum lease payments. The present value at the beginning of the lease term of the minimum lease payments, excluding that portion of the payments representing executory
costs such as insurance, maintenance, and taxes to be paid by the lessor, including any profit thereon, equals or exceeds 90 percent of the excess of the fair value of the leased property to the lessor at lease inception over any related investment tax credit retained by the lessor and expected to be realized by the lessor. In accordance with paragraphs 840-10-25-29 and 840-10-25-30, if at its inception a lease meets any of the four lease classification criteria in Paragraph 840-10-25-1, the lease shall be classified by the lessee as a capital lease; and if none of the four criteria in Paragraph 840-10-25-1 are met, the lease shall be classified by the lessee as an operating lease. Pursuant to Paragraph 840-10-25-31 a lessee shall compute the present value of the minimum lease payments using the lessee's incremental borrowing rate unless both of the following conditions are met, in which circumstance the lessee shall use the implicit rate: a. It is practicable for the lessee to learn the implicit rate computed by the lessor. b. The implicit rate computed by the lessor is less than the lessee's incremental borrowing rate. Capital lease assets are depreciated on a straight line method, over the capital lease assets estimated useful lives consistent with the Company’s normal depreciation policy for tangible fixed assets. Interest charges are expensed over the period of the lease in relation to the carrying value of the capital lease obligation. Operating leases primarily relate to the Company’s leases of office spaces. When the terms of an operating lease include tenant improvement allowances, periods of free rent, rent concessions, and/or rent escalation amounts, the Company establishes a deferred rent liability for the difference between the scheduled rent payment and the straight-line rent expense recognized, which is amortized over the underlying lease term on a straight-line basis as a reduction of rent expense. Intangible assets The Company records the purchase of intangible assets not purchased in a business combination in accordance with ASC 350-30-65 “Goodwill and Other Intangible Assets” and records intangible assets acquired in a business combination or pushed-down pursuant to acquisition by its parent in accordance with SFAS 141 “Business Combinations”. Customer Relationships are based upon the estimated percentage of annual or period projected cash flows generated by such relationships, to the total cash flows generated over the estimated life of the customer relationships. In accordance with ASC 350-30-65, “Intangibles - Goodwill and Others”, the Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: | 1. | Significant underperformance relative to expected historical or projected future operating results; | | 2. | Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and | | 3. | Significant negative industry or economic trends. |
When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company evaluates the recoverability of intangible assets annually or whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. Derivative Liability The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations and comprehensive income (loss) as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then that the related fair value is reclassified to equity. In circumstances where the embedded conversion option in a
convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. The Company adopted Section 815-40-15 of the FASB Accounting Standards Codification (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The adoption of Section 815-40-15 has affected the accounting for (i) certain freestanding warrants that contain exercise price adjustment features and (ii) convertible bonds issued by foreign subsidiaries with a strike price denominated in a foreign currency. The Company marks to market the fair value of the embedded derivative convertible notes and derivative warrants at each balance sheet date and records the change in the fair value of the embedded derivative convertible notes and derivative warrants as other income or expense in the consolidated statements of operations. The Company utilizes the Lattice model that values the liability of the derivative convertible notes and derivative warrants. The reason the Company picks the Lattice model is that in many cases there may be multiple embedded features or the features of the bifurcated derivatives may be so complex
that a Black-Scholes valuation does not consider all of the terms of the instrument. Therefore, the fair value may not be appropriately captured by simple models. In other words, simple models such as Black-Scholes may not be appropriate in many situations given complex features and terms of conversion option (e.g., combined embedded derivatives). The Lattice model is based on future projections of the various potential outcomes. The features that were analyzed and incorporated into the model included the exercise and full reset features. Based on these features, there are two primary events that can occur; the Holder exercises the Warrants or the Warrants are held to expiration. The Lattice model analyzed the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e. stock price, exercise price, volatility, etc.). Projections were then made on the underlying factors which led to potential scenarios. Probabilities were assigned to each scenario based on management projections. This led to a cash flow projection and a probability associated with that cash flow. Customer Deposits Customer deposits consisted of prepayments from customers to the Company. The Company will recognize the prepayments as revenue upon delivery of the products, in compliance with its revenue recognition policy. Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the Related parties include a. affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company and members of their immediate families; e. management of the Company and members of their immediate families; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. Pursuant to ASC Paragraphs 850-10-50-1 and 50-5 financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Commitment and Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Revenue recognition The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. Cost of Sales The primary components of cost of sales include the cost of the product and shipping fees. Shipping and Handling Costs The Company accounts for shipping and handling fees in accordance with paragraph 605-45-45-19 of the FASB Accounting Standards Codification. While amounts charged to customers for shipping products are included in revenues, the related costs are classified in cost of goods sold as incurred. Advertising Costs The Company follows the guidance of the Section 720-35-25 of the FASB Accounting Standards Codification (“Section 720-35-25”) as to when advertising costs should be expensed. Pursuant to ASC Paragraph 720-35-25-1 the costs of advertising shall be expensed either as incurred or the first time the advertising takes place. The accounting policy the Company selected from these two alternatives was to expense the advertising costs when the first time the advertising takes place. Deferring the costs of advertising until the advertising takes place assumes that the costs have been incurred for advertising that will occur, such as the first public showing of a television commercial for its intended purpose and the first appearance of a magazine advertisement for its intended purpose. Such costs shall be expensed immediately if such advertising is not expected to occur. Pursuant to ASC Paragraph 720-35-25-5 costs of communicating advertising are not incurred until the item or service has been received and shall not be reported as expenses before the item or service has been received, such as the costs of television airtime which shall not be reported as advertising expense before the airtime is used. Once it is used, the costs shall be expensed, unless the airtime was used for direct-response advertising activities that meet the criteria for capitalization under ASC paragraph 340-20-25-4. Advertising costs were $29,224 and $24,800 for the period ended December 31, 2015 and 2014, respectively and has been included in selling expenses as reflected in the accompanying consolidated statements of operations. Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”). Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a stock option that the counterparty has the right to exercise expires unexercised. Pursuant to ASC Paragraphs 505-50-30-2 and 505-50-30-11 share-based payment transactions with nonemployees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The issuer shall measure the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions as of the earlier of the following dates, referred to as the measurement date: (a) The date at which a commitment for performance by the counterparty to earn the equity instruments is reached (a performance commitment); or (b) The date at which the counterparty's performance is complete. If the Company’s common shares are traded in one of the national exchanges the
grant-date share price of the Company’s common stock will be used to measure the fair value of the common shares issued, however, if the Company’s common shares are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. Pursuant to ASC Paragraph 718-10-55-21 if an observable market price is not available for a share option or similar instrument with the same or similar terms and conditions, an entity shall estimate the fair value of that instrument using a valuation technique or model that meets the requirements in paragraph 718-10-55-11 and takes into account, at a minimum, all of the following factors: a. | The exercise price of the option. |
b. | The expected term of the option, taking into account both the contractual term of the option and the effects of employees’ expected exercise and post-vesting employment termination behavior: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and
similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. | | | c. | The current price of the underlying share. |
d. | The expected volatility of the price of the underlying share for the expected term of the option. Pursuant to ASC Paragraph 718-10-55-25 a newly publicly traded entity might base expectations about future volatility on the average volatilities of similar entities for an appropriate period following their going public. A nonpublic entity might base its expected volatility on the average volatilities of otherwise similar public entities. For purposes of identifying otherwise similar entities, an entity would likely consider characteristics such as industry, stage of life cycle, size, and financial leverage. Because of the effects of diversification that are present in an industry sector index, the volatility of an index should not be substituted for the average of volatilities of otherwise similar entities in a fair value measurement. Pursuant to paragraph 718-10-S99-1 if shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The Company uses the average historical volatility of the comparable companies over the expected term of the share options or similar instruments as its expected volatility. |
e. | The expected dividends on the underlying share for the expected term of the option. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. |
f. | The risk-free interest rate(s) for the expected term of the option. Pursuant to ASC 718-10-55-28 a U.S. entity issuing an option on its own shares must use as the risk-free interest rates the implied yields currently available from the U.S. Treasury zero-coupon yield curve over the contractual term of the option if the entity is using a lattice model incorporating the option’s contractual term. If the entity is using a closed-form model, the risk-free interest rate is the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term used as the assumption in the model. |
Pursuant to ASC paragraph 505-50-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded. Deferred Tax Assets and Income Tax Provision The Company was a Subchapter S corporation, until December 30,
2014 during which time the Company was treated as a pass through entity for federal income tax purposes. Under Subchapter S of the Internal Revenue Code stockholder of an S corporation are taxed separately on their distributive share of the S corporation’s income whether or not that income is actually distributed. Effective December 31, 2014, the Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Pro Forma Income Tax Provision (Benefit) (Unaudited) The Company was a Subchapter S corporation, until December 30, 2014 during which time the Company was treated as a pass through entity for federal income tax purpose. Under Subchapter S of the Internal Revenue Code the operating results of the S corporation prior to December 30, 2014 were included in the income tax returns of the stockholders of the S corporation, i.e. the stockholders of an S corporation are taxed separately on their distributive share of the S corporation’s income whether or not that income is actually distributed. The unaudited pro forma income tax provision, deferred tax assets, and the valuation allowance of deferred tax assets, if any, included in the consolidated financial statements and income tax provision note reflect the income tax provision which would have been recorded as if the S corporation had always been a C corporation upon its incorporation. Earnings per Share Earnings per share ("EPS") is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260-10-55-23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation. Pursuant to ASC Paragraphs 260-10-45-40 through 45-42 convertible securities shall be reflected in diluted EPS by application of if converted method. The convertible preferred stock or convertible debt shall be assumed to have been converted at the beginning of the period (or at time of issuance, if later). In applying the if-converted method, conversion shall not be assumed for purposes of computing diluted EPS if the effect would be anti-dilutive. The Company’s contingent shares issuance arrangements, stock options or warrants are as follows: | | Contingent shares issuance arrangements, stock options or warrants | | | | December 31, 2015 | | | December 31, 2014 | | | | | | | | | Stock Option Shares | | | | | | | | | | 100 | | | | 100 | | | | | | | | | | | Sub-total: stock option shares | | | 100 | | | | 100 | | | | | | | | | | | Warrant Shares | | | | | | | | | | | | 501,263 | | | | 1,263 | | | | | | | | | | | Sub-total: warrant shares | | | 501,263 | | | | 1,263 | | | | | | | | | | | Total contingent shares issuance arrangements, stock options or warrants | | | 501,363 | | | | 1,363 | |
There were no incremental common shares under the Treasury Stock Method for the reporting period ended December 31, 2015 or 2014. Cash Flows Reporting The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification. Subsequent Events The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. Recently Issued Accounting Pronouncements In May 2014, the FASB issued the FASB Accounting Standards Update No. 2014-09 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”) This guidance amends the existing FASB Accounting Standards Codification, creating a new Topic 606, Revenue from Contracts with Customer. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: | 1. | Identify the contract(s) with the customer |
| 2. | Identify the performance obligations in the contract |
| 3. | Determine the transaction price |
| 4. | Allocate the transaction price to the performance obligations in the contract |
| 5. | Recognize revenue when (or as) the entity satisfies a performance obligations |
The ASU also provides guidance on disclosures that should be provided to enable financial statement users to understand the nature, amount, timing, and uncertainty of revenue recognition and cash flows arising from contracts with customers. Qualitative and quantitative information is required about the following: | 1. | Contracts with customers – including revenue and impairments recognized, disaggregation of revenue, and information about contract balances and performance obligations (including the transaction price allocated to the remaining performance obligations) |
| 2. | Significant judgments and changes in judgments – determining the timing of satisfaction of performance obligations (over time or at a point in time), and determining the transaction price and amounts allocated to performance obligations |
| 3. | Assets recognized from the costs to obtain or fulfill a contract. |
ASU 2014-09 is effective for periods beginning after December 15, 2016, including interim reporting periods within that reporting period for all public entities. Early application is not permitted. In August 2015, the FASB issued the FASB Accounting Standards Update No. 2015-14 “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” (“ASU 2015-14”). The amendments in this Update defer the effective date of Update 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15,
2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. In August 2014, the FASB issued the FASB Accounting Standards Update No. 2014-15 “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). The term probable is used consistently with its use in Topic 450, Contingencies. When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes): a. | Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans) | b. | Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations | c. | Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern. |
If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). Additionally, the entity should disclose information that enables users of the financial statements to understand all of the following: a. | Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern | b. | Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations | c. | Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. |
The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. In November 2015, the FASB issued the FASB Accounting Standards Update No. 2015-17 “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). This update simplifies the presentation of deferred income taxes; the amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this Update apply to all entities that present a classified statement of financial position. For public business entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. In January 2016, the FASB issued the FASB Accounting Standards Update No. 2016-01 “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). This Update makes limited amendments to the guidance in U.S. GAAP on the classification and measurement of financial instruments. The new standard significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. Some of the major changes as a result of the ASU 2016-01 are summarized below. | ● | Requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. |
| ● | Simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value. |
| ● | Eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. |
| ● | Require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. |
| ● | Require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. |
| ● | Require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements. |
| ● | Clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. |
For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for all significant accounting policies of the reporting entity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18861-107790
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18726-107790
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18743-107790
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18854-107790
+ Details
Name: |
us-gaap_SignificantAccountingPoliciesTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Going Concern
|
12 Months Ended |
Dec. 31, 2015 |
Going Concern [Abstract] |
|
Going Concern |
Note 3 – Going Concern The Company has elected to adopt early application of Accounting Standards Update No. 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). The Company’s consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the consolidated financial statements, the Company had an accumulated deficit of approximately $515,000 at December 31, 2015, a net loss of approximately $515,000 and net cash used in operating activities of approximately $606,000 for the year ended December 31, 2015. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company is attempting to further implement its business plan and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to further implement its business plan and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company is unable to continue as a going concern.
|
X |
- DefinitionDisclosure of going concern.
+ References
+ Details
Name: |
vapi_GoingConcernTextBlock |
Namespace Prefix: |
vapi_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Property and Equipment
|
12 Months Ended |
Dec. 31, 2015 |
Property and Equipment [Abstract] |
|
Property and Equipment |
Note 4 – Property and Equipment Property and equipment, stated at cost, less accumulated depreciation consisted of the following: | | Estimated life | | December 31, 2015 | | | December 31, 2014 | | | | | | | | | | | Auto | | 3 years | | | 12,522 | | | | 12,522 | | Furniture and fixtures | | 5 years | | | 23,743 | | | | 23,743 | | Tooling equipment | | 4 years | | | 97,710 | | | | - | | Leasehold improvements | | 5 years | | | 35,206 | | | | 35,206 | | Less: Accumulated depreciation | | | | | (81,513 | ) | | | (67,739 | ) | | | | | $ | 87,668 | | | $ | 3,732 | |
Depreciation expense amounted to $13,774 and $23,443 for the year ended December 31, 2015 and 2014, respectively. During the year ended December 31, 2014, the Company fully depreciated the cost of leasehold improvements as the Company moved to a new office space in June 2014. The Company completed the annual impairment testing of property and equipment and determined that there was no impairment as the fair value of property and equipment, exceeded their carrying values at December 31, 2015.
|
X |
- References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.13-14) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=51717284&loc=d3e1361-107760
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=51719941&loc=d3e2921-110230
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Intangible Assets
|
12 Months Ended |
Dec. 31, 2015 |
Intangible Assets [Abstract] |
|
Intangible Assets |
Note 5 – Intangible Assets Intangible assets consist of the following: | | December 31, | | | December 31, | | | | 2015 | | | 2014 | | | | | | | | | Customer relationships | | $ | 1,001,212 | | | $ | 1,001,212 | | Trademarks | | | 6,430 | | | | 6,430 | | | | | 1,007,642 | | | | 1,007,642 | | Accumulated amortization | | | (632,466 | ) | | | (565,290 | ) | Intangible assets, net | | $ | 375,176 | | | $ | 442,352 | |
Customer Relationships are amortized based upon the estimated percentage
of annual or period projected cash flows generated by such relationships, to the total cash flows generated over the estimated fifteen year life of the Customer Relationships. Legal costs associated with serving and protecting trademark are being capitalized. The Company filed trademarks for its company logos with an estimated useful life of fifteen years. The Company will amortize the costs of intangible assets over their estimated useful lives on a straight-line basis. Amortization of intangible assets is included in operating expenses as reflected in the accompanying consolidated statements of operations. The Company assesses fair market value for any impairment to the carrying values. Amortization expense was $67,176 and $67,176 for the year ended December 31, 2015 and 2014, respectively. Future amortization of intangible assets is as follows: 2016 | | $ | 67,176 | | 2017 | | | 67,176 | | 2018 | | | 67,176 | | 2019 | | | 67,176 | | 2020 and thereafter | | | 106,472 | | Total | | $ | 375,176 | |
Impairment The Company completed its annual impairment test of intangibles and determined that there was no impairment as the fair value of intangibles, exceeded their carrying values at December 31, 2015.
|
X |
- References
+ Details
Name: |
us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for all or part of the information related to intangible assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16265-109275
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16323-109275
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16373-109275
+ Details
Name: |
us-gaap_IntangibleAssetsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Note and Loan Payable
|
12 Months Ended |
Dec. 31, 2015 |
Note and Loan Payable and Convertible Notes Payable [Abstract] |
|
Note and Loan Payable |
Note 6 – Note and Loan Payable Loan payable | | December 31, 2015 | | | December 31, 2014 | | | | | | | | | | | Business loan obtained in May 2011 from Bank of the West with a credit line up to $200,000 and secured by all assets of the Company. This loan bears interest at 4.75% per annum. | | $ | 197,000 | | | $ | 197,000 | |
Note payable | | December 31, 2015 | | | December 31, 2014 | | | | | | | | | 4.75% Promissory note of $100,000 issued to Bank of the West on May 10, 2011 payable over 60 consecutive monthly installments with monthly principal payment of $1,650 and interest starting in June 2012 | | | 25,050 | | | | 44,850 | | | | | | | | | | | Less : Current maturities | | | (19,800 | ) | | | (19,800 | ) | Note payable, net of current maturities | | $ | 5,250 | | | $ | 25,050 | |
Future minimum principal and interest payment under the note are as follows: Fiscal Year ending December 31: | | | | | | | | 2016 | | $ | 20,559 | | | | | | | 2017 | | | 5,294 | | | | | | | Total remaining payments | | | 25,853 | | | | | | | Less interest portion | | | (803 | ) | | | | | | Total remaining principal payments | | | 25,050 | | | | | | | Less current maturities | | | (19,800 | ) | | | | | | Note payable, net of current maturities | | $ | 5,250 | |
Amounts outstanding under the loan and note above are personally guaranteed by the CEO of the Company.
|
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20,22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Related Party Transactions
|
12 Months Ended |
Dec. 31, 2015 |
Related Party Transactions [Abstract] |
|
Related Party Transactions |
Note 7 – Related Party Transactions Related parties Related parties with whom the Company had transactions are: Related Parties | | Relationship | | | | Management and significant stockholders | | | | | | Mr. Hamid Emarlou | | Chairman, CEO and significant stockholder of the Company |
Advances from Significant Stockholder From time to time, Chairman, CEO and significant stockholders of the Company advance funds to the Company for working capital purpose. These advances are unsecured, non-interest bearing and due upon demand. During 2014, the Company’s CEO provided advances to the Company for working capital purposes for a total of $266,000 and the Company repaid $130,000 of these advances leaving a balance of $136,000 at December 31, 2014. The advances are due on demand and bear 5% interest per annum. The Company paid interest of $1,470 to the Company’s CEO during the year ended December 31, 2014. Additionally, between February 2015 and November 2015, the Company’s CEO provided advances to the Company for working capital purposes for a total of $300,500 and the Company repaid $73,000 of these advances. At December 31, 2015 and 2014, these advances amounted to $370,614 and $136,000, respectively. Included in the advances are accrued interest due to the Company’s CEO totaling $7,114 and $0, at December 31, 2015 and 2014 respectively.
|
X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(k)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph b -Article 3A
+ Details
Name: |
us-gaap_RelatedPartyTransactionsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Convertible Notes Payable
|
12 Months Ended |
Dec. 31, 2015 |
Note and Loan Payable and Convertible Notes Payable [Abstract] |
|
Convertible Notes Payable |
Note 8 - Convertible Notes Payable On April 3, 2015 (the “Closing Date”), the Company closed a financing transaction by entering into a Securities Purchase Agreement dated April 3, 2015 (the “Securities Purchase Agreement”) with certain accredited investors (the “Purchasers”) for an aggregate subscription amount of $500,000 (the “Purchase Price”). Pursuant to the Securities Purchase Agreement, the Company issued a 6% Convertible Debenture (the “Debenture”) and warrants to acquire 500,000 shares of the Company's common stock at an exercise price of $0.60 per share (the “Warrants”). The terms of the Debenture and the Warrants are as follows: 6% Convertible Debenture The total principal amount of the Debentures is $500,000. The Debenture accrues interest at 6% per annum and the Debenture has a maturity date of October 3, 2016. The Debenture is convertible any time after its issuance date. The Purchaser has the right to convert the Debenture into shares of the Company’s common stock at $0.50 per share. The conversion price, however, is subject to full ratchet anti-dilution in the event that the Company issue any securities at a per share price lower than the conversion price then in effect. The Company paid financing costs of $22,500 in connection with this Debenture which is initially recorded as prepaid financing cost and is being amortized over the term of the Debenture. Warrants The Company issued warrants to acquire 500,000 shares of the Company's common stock. The Warrants issued in this transaction are immediately exercisable at an exercise price of $0.60 per share, subject to applicable adjustments including full ratchet anti-dilution in the event that the Company issue any securities at a per share price lower than the exercise price then in effect. The Warrants have an expiration period of five years from the date of the original issuance. Convertible notes payable consisted of the following: | | December 31, 2015 | | 6% Convertible promissory notes | | $ | 500,000 | | Discount | | | (500,000 | ) | Accumulated amortization of discount | | | 247,724 | | Remaining discount | | | (252,276 | ) | Convertible notes payable, net | | $ | 247,724 | |
|
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for convertible notes payable.
+ References
+ Details
Name: |
vapi_ConvertibleNotesPayableTextBlock |
Namespace Prefix: |
vapi_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Derivative Liabilities
|
12 Months Ended |
Dec. 31, 2015 |
Derivative Liabilities [Abstract] |
|
Derivative Liabilities |
Note 9 - Derivative Liabilities Since the terms of the Debentures and Warrants in the April 2015 closing include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company under the provisions of FASB ASC Topic No. 815-40, “Derivatives and Hedging - Contracts in an Entity’s Own Stock”, the embedded conversion options and the warrants were accounted for as derivative liabilities at the date of issuance and adjusted to fair value through earnings at each reporting date. In accordance with ASC 815, the Company has bifurcated the conversion feature of the convertible Debentures, along with the free-standing warrant derivative instruments and recorded derivative liabilities on their issuance date. The Company uses the Simple Binomial Lattice model to value the derivative liabilities. The Debentures were all discounted in full based on the valuations and the Company recognized an additional derivative expense of $188,378 upon initial recording of the derivative liabilities. The total debt discount of $500,000 consisted of valuation of the derivatives of $250,407 and the valuation of the warrants of $249,593 to be amortized over the terms of the note. These derivative liabilities are then revalued on each reporting date. The gain resulting from the decrease in fair value of these convertible instruments was $485,725 for the year ended December 31, 2015. At December 31, 2015, the Company had recorded warrant derivative liability of $124,182 and note derivative liability of $78,471. For the year ended December 31, 2015 and 2014 the Company recognized $247,724 and $0, respectively of amortization of debt discount. For the year ended December 31, 2015 and 2014 the Company recognized $11,148 and $0, respectively of amortization of deferred financing cost. The amortization of debt discount and deferred financing cost were included in interest expense. As of December 31, 2015, accrued interest related to this Debenture amounted to $22,456. The following table summarizes the values of certain assumptions used by the Company’s custom model to estimate the fair value of the derivative liabilities as of December 31, 2015: | | December 31, 2015 | | Stock price | | $ | 0.25 | | Weighted average strike price | | $ | 0.50 | | Remaining contractual term (years) | | | 0.75 to 4.25 years | | Volatility | | | 157% to 293 | % | Risk-free rate | | | 0.65% to 1.76 | % | Dividend yield | | | 0.0 | % |
The following table sets forth a summary of the changes in the fair value of our Level 3 financial liabilities that are measured at fair value on a recurring basis: | | For the year ended December 31, 2015 | | Beginning balance | | $ | - | | Debt discount in connection with conversion option of Debentures and detachable warrants | | | 500,000 | | Excess of fair value over debt discount | | | 188,378 | | Change in fair value of derivative liabilities | | | (485,725 | ) | Ending balance | | $ | 202,653 |
|
X |
- References
+ Details
Name: |
us-gaap_DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 30 -Section 45 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6441202&loc=d3e80720-113993
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4C -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624171-113959
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=56946850&loc=d3e41620-113959
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4B -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624163-113959
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5579240-113959
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4D -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624177-113959
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=35736893&loc=d3e80784-113994
Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=56946850&loc=d3e41641-113959
Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 1A -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5579245-113959
Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4H -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624258-113959
Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 30 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=35736893&loc=d3e80748-113994
Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4K -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5708775-113959
Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4J -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5708773-113959
Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4A -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5618551-113959
Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 1B -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5580258-113959
Reference 16: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4E -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624181-113959
Reference 17: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 25 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6886632&loc=d3e76258-113986
Reference 18: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=56946850&loc=d3e41638-113959
Reference 19: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(n)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
+ Details
Name: |
us-gaap_DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Commitments and Contingencies
|
12 Months Ended |
Dec. 31, 2015 |
Commitments and Contingencies [Abstract] |
|
Commitments and Contingencies |
Note 10 – Commitments and Contingencies Joint Marketing Agreement On February 20, 2015, the Company entered into a joint marketing agreement (the “Agreement”) with a third party consultant (“Consultant”). Pursuant to the Agreement, the Consultant will act as the Company’s advisor to assist the Company in connection with a best efforts basis in identifying potential sources of capital for an initial term of six (6) months. Consultant shall be compensated as follows: | ● | $25,000 initial fee, payable upon completion of $250,000 capital raise or $40,000 initial fee, payable upon completion of $500,000 capital raise. | | ● | $5,000 per month (prorated for the first month of the capital raise completion), payments begin immediately upon capital raise of $250,000 and thereafter on the 2nd of each month. | | ● | 125,000 shares of the Company’s common stock, payable within five (5) days of the execution of this Agreement. Another 125,000 shares of the Company’s common stock is due when $250,000 is raised. |
The Company valued the 125,000 shares of its common stock issued upon execution of the Agreement at $0.50 per share and recorded as the consulting fee as these shares are fully earned, un-forfeitable and non-assessable upon issuance. Such consultant has not completed any capital raise for the Company. Operating lease A lease agreement was signed for an office and warehousing space consisting of approximately 3,200 square feet located in San Jose, California with an initial term commencing in October 2009 and expiring in September 30, 2030. The lease required the Company to pay a monthly base rent of $3,135 plus real property taxes on the lease premises. In June 2014, the Company entered into a termination agreement with the landlord thereby terminating this lease agreement. The Company has fulfilled its obligation under this lease agreement upon termination. In August 2011, the Company entered into a 1 year lease agreement for a temporary housing space located in San Jose, California for a marketing contractor of the Company. This lease became a month to month lease after the initial 1 year lease term. The lease required the Company to pay a monthly base rent of $2,590. This month to month lease was terminated in June 2014. In February 2013, the Company entered into a motor vehicle lease agreement. The lease was for 24 months with monthly payments of $759. In June 2014, a lease agreement was signed for an office and warehousing space consisting of approximately 5,000 square feet located in San Jose, California with a term commencing in June 2014 and expiring in October 2015. In August 2015, the Company entered into an amendment agreement to extend the term of the lease which will expire on December 31, 2018. Pursuant to the amendment agreement, the lease requires the Company to pay a monthly base rent of $5,050 plus a pro rata share of operating expenses beginning November 1, 2015. The base rent is subject to an annual increase beginning in November 2016 as defined in the amended lease agreement. This lease agreement is personally guaranteed by the President of the Company. Future minimum rental payments required under this operating lease are as follows: Fiscal Year ending December 31: | | | | | | | | 2016 | | $ | 60,903 | | 2017 | | | 62,721 | | 2018 | | | 64,236 | | | | | | | Total | | $ | 187,860 | |
Rent expense was $61,662 and $72,188 for the year ended December 31, 2014 and 2014, respectively. Litigation From time to time, the Company is involved in litigation matters relating to claims arising from the ordinary course of business. While the results of such claims and legal actions cannot be predicted with certainty, the Company’s management does not believe that there are claims or actions, pending or threatened against the Company, the ultimate disposition of which would have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows.
|
X |
- References
+ Details
Name: |
us-gaap_CommitmentsAndContingenciesDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for commitments and contingencies.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6449706&loc=d3e16207-108621
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 460 -SubTopic 10 -Section 50 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=51674963&loc=d3e12565-110249
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 450 -SubTopic 20 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=25496072&loc=d3e14435-108349
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.25) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 440 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6394976&loc=d3e25287-109308
+ Details
Name: |
us-gaap_CommitmentsAndContingenciesDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Stockholders' Deficit
|
12 Months Ended |
Dec. 31, 2015 |
Stockholders' Deficit [Abstract] |
|
Stockholders' Deficit |
Note 11 - Stockholders’ Deficit Shares Authorized The authorized capital of the Company consists of 100,000,000 shares of common stock, par value $0.001 per share and 20,000,000 shares of preferred stock, par value $0.001 per share. On December 30, 2014, Vapir entered into a Share Exchange Agreement with the Company, all of the stockholders of Vapir, and the Company’s controlling stockholders whereby the Company agreed to acquire all of the issued and outstanding capital stock of Vapir in exchange for 38,624,768 shares of the Company’s common stock. On December 30, 2014, the transaction closed and Vapir is now a wholly-owned subsidiary of the Company. This transaction was accounted for as a reverse acquisition and recapitalization of Vapir since the shareholders of Vapir obtained approximately 80% voting control and management control of the Company. Vapir is considered the acquirer for accounting purposes. The Company is deemed to have issued 9,656,194 shares of common stock which represents the outstanding common shares of the Company prior to the closing of the transaction. Common Stock Immediately prior to the consummation of the Share Exchange Agreement on December 30, 2014, the Company had 9,656,194 common shares issued and outstanding. Upon consummation of the Share
Exchange Agreement on December 30, 2014, the Company issued 38,624,768 shares of its common stock for the acquisition of 100% of the issued and outstanding capital stock of Vapir, Inc. In February 2015, the Company granted 125,000 shares of its common stock to a consultant in connection with a 6 month investor relations consulting agreement. The Company valued these common shares at $0.50 per share, the most recent PPM price or $62,500. In connection with the issuance of these common shares, the Company recorded stock based consulting of $62,500 for the year ended December 31, 2015. In July 2015, the Company issued an aggregate of 60,857 shares of its common stock at approximately $0.50 per common share to a consultant as payment for accounting services rendered pursuant to a consulting agreement. The Company valued these common shares at $0.50 per share, the most recent PPM price or $30,000. In connection with the issuance of these common shares, the Company recorded stock based accounting expense of $30,000 for the year ended December 31, 2015. Capital Contribution The Company applied ASC 505-10-S99-3 issued by the United States Securities and Exchange Commission (the “SEC”), by reclassifying Vapir’s S corporation undistributed retained earnings of ($389,233) at December 31, 2014 to additional paid-in capital. Warrants Stock warrant activities for the years ended December 31, 2015 and 2014 are summarized as follows: | | Number of Warrants | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Life (Years) | | | Aggregate Intrinsic Value | | Balance at December 31, 2013 | | | - | | | $ | - | | | | - | | | $ | - | | Recapitalization on December 30, 2014 | | | 1,263 | | | | 1,248 | | | | 2.11 | | | | - | | Issued | | | - | | | | - | | | | - | | | | - | | Exercised/forfeited/expired | | | - | | | | - | | | | - | | | | - | | Balance at December 31, 2014 | | | 1,263 | | | | 1,248 | | | | 2.11 | | | | - | | Issued | | | 500,000 | | | | 0.60 | | | | 5.00 | | | | - | | Exercised/forfeited/expired | | | - | | | | - | | | | - | | | | - | | Balance at December 31, 2015 | | | 501,263 | | | | 3.74 | | | | 4.25 | | | | - | | Warrants exercisable at December 31, 2015 | | | 501,263 | | | $ | 3.74 | | | | 4.25 | | | $ | - | |
On April 3, 2015, the Company issued warrants to acquire 500,000 shares of the Company's common stock in connection with the Debentures (see Note 8). The Warrants issued in this transaction are immediately exercisable at an exercise price of $0.60 per share, subject to applicable adjustments including full ratchet anti-dilution in the event that the Company issue any securities at a per share price lower than the exercise price then in effect. The Warrants have an expiration period of five years from the date of the original issuance. The Company accounted for the full ratchet provision under FASB ASC Topic No. 815-40 “Derivatives and Hedging - Contracts in an Entity’s Own Stock” (see Note 9). Options Stock option activities for the year ended December 31, 2015 and 2014 are summarized as follows: | | Number of Options | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Life (Years) | | | Aggregate Intrinsic Value | | Balance at December 31, 2013 | | | - | | | $ | - | | | | - | | | $ | - | | Recapitalization on December 30, 2014 | | | 100 | | | | 700 | | | | 2.17 | | | | - | | Issued | | | - | | | | - | | | | - | | | | - | | Exercised/forfeited/expired | | | - | | | | - | | | | - | | | | - | | Balance at December 31, 2014 | | | 100 | | | | 700 | | | | 2.17 | | | | - | | Issued | | | - | | | | - | | | | - | | | | - | | Exercised/forfeited/expired | | | - | | | | - | | | | - | | | | - | | Balance at December 31, 2015 | | | 100 | | | | 700 | | | | 1.17 | | | | - | | Options exercisable at December 31, 2015 | | | 100 | | | $ | 700 | | | | 1.17 | | | $ | - | |
The weighted-average grant-date fair value of options granted to employees/consultants during the year ended December 31, 2014 was $0. As of December 31, 2015, there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $0.
|
X |
- References
+ Details
Name: |
us-gaap_EquityAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(d),(e)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SAB TOPIC 4.E) -URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 4 -Subparagraph (SAB TOPIC 4.C) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187143-122770
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644
Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656
Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644
Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Preferred Stock -URI http://asc.fasb.org/extlink&oid=6521494
Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 11 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644
Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section E
Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section C
+ Details
Name: |
us-gaap_StockholdersEquityNoteDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Income Taxes
|
12 Months Ended |
Dec. 31, 2015 |
Income Taxes [Abstract] |
|
Income Taxes |
Note 12 – Income Taxes Pro Forma Income Tax Provision in the Consolidated Statements of Operations (Unaudited) The Company was a Subchapter S corporation, until December 30, 2014 during which time the Company was treated as a pass through entity for federal income tax purpose. Under Subchapter S of the Internal Revenue Code the operating results of the S corporation prior to December 30, 2014 were included in the income tax returns of the stockholders of the S corporation, i.e. the stockholders of an S corporation are taxed separately on their distributive share of the S corporation’s income whether or not that income is actually distributed. The unaudited pro forma income tax provision, deferred tax assets, and the valuation allowance of deferred tax assets, if any, included in the consolidated financial statements and income tax provision note reflect the income tax provision which would have been recorded as if the S corporation had always been a C corporation upon its incorporation. A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income tax provision is as follows would the Company had always been the C Corporation upon the incorporation of the Predecessor: | | For the Reporting Period Ended December 31, 2014 | | | | | | Federal statutory income tax rate | | | 34.0 | % | | | | | | Net operating loss carry-back | | | (34.0 | ) | | | | | | Effective income tax rate | | | 34.0 | % |
The Company has incurred aggregate net operating losses of approximately $96,000 for income tax purposes as of December 31, 2015. The net operating loss can be carried forward to reduce future years’ taxable income and will expire, if not utilized, through 2035. Utilization of these tax net operating loss carry forwards may be limited in accordance with IRC Section 382 in the event of certain ownership changes. Management believes that the realization of the benefits from these losses is not more likely than not to occur due to the Company’s limited operating history and continuing losses. Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset to reduce the asset to zero. Management will review this valuation allowance periodically and make adjustments as warranted. The table below summarizes the differences between the Company’s effective tax rate and the statutory federal rate as follows for the year ended: | | December 31, 2015 | | U.S “expected” income tax | | $ | (175,000 | ) | Non-cash compensation | | | 31,400 | | Amortization of intangible assets, debt discount and deferred financing cost | | | 110,900 | | Change in valuation allowance | | | 32,700 | | Total provision for income taxes | | $ | — | |
The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities are as follows: | | December 31, 2015 | | Deferred tax assets: | | | | | Net operating loss carryover | | $ | 32,700 | | Less: valuation allowance | | | (32,700 | ) | Net deferred tax asset | | $ | — | |
After consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance at December 31, 2015, due to the uncertainty of realizing the deferred income tax assets. The valuation allowance was increased by $32,700 during the year ended December 31, 2015. Management does not believe that any uncertain tax positions have been taken in its 2014 tax return or will be taken in its 2015 tax returns.
|
X |
- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(h)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32559-109319
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 15 -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32718-109319
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 9 -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32639-109319
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32537-109319
+ Details
Name: |
us-gaap_IncomeTaxDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Concentration of Credit Risk
|
12 Months Ended |
Dec. 31, 2015 |
Concentration of Credit Risk [Abstract] |
|
Concentration of Credit Risk |
Note 13 – Concentration of Credit Risk Concentration of Revenue and Supplier During the year ended December 31, 2015 sales to two customers represented approximately 49% of the Company’s net sales. During the year ended December 31, 2014 sales to one customer represented approximately 37% of the Company’s net sales. As of December 31, 2015 and 2014, the Company had two customers representing approximately 92% of accounts receivable and one customer representing approximately 79% of accounts receivable, respectively. The Company purchased inventories and products for sale from one vendor totaling approximately $1,203,000 and $620,000 during the years ended December 31, 2015 and 2014, respectively.
|
X |
- DefinitionThe entire disclosure for any concentrations existing at the date of the financial statements that make an entity vulnerable to a reasonably possible, near-term, severe impact. This disclosure informs financial statement users about the general nature of the risk associated with the concentration, and may indicate the percentage of concentration risk as of the balance sheet date.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 16 -URI http://asc.fasb.org/extlink&oid=51801978&loc=d3e6327-108592
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 20 -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13531-108611
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 20 -URI http://asc.fasb.org/extlink&oid=51801978&loc=d3e6404-108592
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 21 -URI http://asc.fasb.org/extlink&oid=51801978&loc=d3e6442-108592
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 18 -URI http://asc.fasb.org/extlink&oid=51801978&loc=d3e6351-108592
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 21 -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13537-108611
+ Details
Name: |
us-gaap_ConcentrationRiskDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_RisksAndUncertaintiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Subsequent Events
|
12 Months Ended |
Dec. 31, 2015 |
Subsequent Events [Abstract] |
|
Subsequent Events |
Note 14 – Subsequent Events On January 7, 2016, the Company entered into an eight month consulting agreement with a consultant to provide business advisory and investor relations services. Pursuant to the consulting agreement, the Company issued 500,000 shares of the Company’s common stock. The Company valued these common shares at the fair value of $175,000 or $0.35 per common share based on the quoted trading price on the date of grant. On January 12, 2016, the Company issued an aggregate of 200,000 shares of the Company’s common stock to two board of directors of the Company for services to be rendered in fiscal 2016. The Company valued these common shares at the fair value of $70,000 or $0.35 per common share based on the quoted trading price on the date of grant. On January 12, 2016, the Company issued 100,000 shares of the Company’s common stock to a consultant for marketing services to be rendered in fiscal 2016. The Company valued these common shares at the fair value of $35,000 or $0.35 per common share based on the quoted trading price on the date of grant. On January 12, 2016, the Company issued 500,000 shares of the Company’s common stock to a consultant for business advisory services to be rendered in fiscal 2016. The Company valued these common shares at the fair value of $175,000 or $0.35 per common share based on the quoted trading price on the date of grant. On January 12, 2016, the Company granted an aggregate of 2,080,000 five year options to purchase shares of common stock to CEO of the Company and six employees of the Company. The options granted vest one third at the end of each of the first three years from the date of issuance and are exercisable at $0.10 per share. The 2,080,000 options were valued on the grant date at approximately $0.35 per option or a total of $728,000 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.35 per share (based on the quoted trading prices on the date of grant), volatility of 286% (based from volatilities of similar companies), expected term of 5 years, and a risk free interest rate of 1.55%. On January 12, 2016, the Company granted 400,000 five year options to purchase shares of common stock to a consultant of the Company. The options granted vest one third at the end of each of the first three years from the date of issuance and are exercisable at $0.10 per share. The 400,000 options were valued on the grant date at approximately $0.35 per option or a total of $140,000 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.35 per share (based on the quoted trading prices on the date of grant), volatility of 286% (based from volatilities of similar companies), expected term of 5 years, and a risk free interest rate of 1.55%. An unsecured business loan was obtained in February 2016 from Bank of the West for $50,000 payable over 36 consecutive monthly installments with monthly principal and interest payment of $1,506 starting in March 2016. This loan bears interest at 5.28% per annum.
|
X |
- References
+ Details
Name: |
us-gaap_SubsequentEventsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
+ References
+ Details
Name: |
us-gaap_SubsequentEventsTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Significant and Critical Accounting Policies and Practices (Policies)
|
12 Months Ended |
Dec. 31, 2015 |
Significant and Critical Accounting Policies and Practices [Abstract] |
|
Basis of Presentation |
Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).
|
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions |
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s). Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were: | (i) | Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. |
| (ii) | Allowance for doubtful accounts: Management’s estimate of the allowance for doubtful accounts is based on historical sales, historical loss levels, and an analysis of the collectability of individual accounts; and general economic conditions that may affect a client’s ability to pay. The Company evaluated the key factors and
assumptions used to develop the allowance in determining that it is reasonable in relation to the financial statements taken as a whole. |
| (iii) | Inventory obsolescence and markdowns: The Company’s estimate of potentially excess and slow-moving inventories is based on evaluation of inventory levels and aging, review of inventory turns and historical sales experiences. The Company’s estimate of reserve for inventory shrinkage is based on the historical results of physical inventory cycle counts. |
| (iv) | Fair value of long-lived assets: Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. |
| (v) | Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are recorded as a deferred tax benefit. Management made this assumption based on its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors. |
| (vi) | Estimates and assumptions used in valuation of derivative liabilities and equity instruments: Management estimates expected term of share options and similar instruments, expected volatility of the Company’s common shares and the method used to estimate it, expected annual rate of quarterly dividends, and risk free rate(s) to value derivative liabilities, share options and similar instruments. |
These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.
|
Principles of Consolidation |
Principles of Consolidation The Company applies the guidance of Topic 810 “Consolidation” of the FASB Accounting Standards Codification to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists. The consolidated financial statements include all accounts of the entities as of the reporting period ending date(s) and for the reporting period(s) as follows: Name of consolidated subsidiary or entity | | State or other jurisdiction of incorporation or organization | | Date of incorporation or formation (date of acquisition, if applicable) | | Attributable interest | | | | | | | | Vapir Enterprises, Inc. | | The State of Nevada, U.S.A. | | December 17, 2009 | | 100% | | | | | | | | Vapir, Inc. | | The State of California, U.S.A. | | October 2006 (December 30, 2014) | | 100% |
The consolidated financial statements include all accounts of the Company as of December 31, 2015 and for the period from December 30, 2014 (date of acquisition) through December 31, 2015; Vapir as of December 31, 2015 and 2014 and for the years then ended. All inter-company balances and transactions have been eliminated.
|
Fair Value of Financial Instruments |
Fair Value of Financial Instruments The Company follows paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments and paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 | | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | | | | Level 2 | | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | | | | Level 3 | | Pricing inputs that are generally observable inputs and not corroborated by market data. |
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid expenses and other current assets, advances to suppliers, accounts payable and accrued expenses, and customer deposits approximate their fair values because of the short maturity of these instruments. The Company’s convertible notes payable, notes payable and loan payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2015 and 2014. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.
|
Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis |
Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis Level 3 Financial Liabilities - Derivative Warrant Liabilities and Derivative Liability on Conversion Feature The Company uses Level 3 of the fair value hierarchy to measure the fair value of the derivative liabilities and revalues its derivative warrant liability and derivative liability on the conversion feature at every reporting period and recognizes gains or losses in the consolidated statements of operations that are attributable to the change in the fair value of the derivative liabilities. The following table presents the derivative financial instruments, measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis, and their level within the fair value hierarchy as of December 31, 2015: | | Amount | | | Level 1 | | | Level 2 | | | Level 3 | | Derivative liability - Embedded conversion | | $ | 78,471 | | | $ | - | | | $ | - | | | $ | 78,471 | | Derivative liabilities - Tainted Warrants | | | 124,182 | | | | - | | | | - | | | | 124,182 | | | | $ | 202,653 | | | $ | - | | | $ | - | | | $ | 202,653 | |
|
Fair Value of Non-Financial Assets or Liabilities Measured on a Recurring Basis |
Fair Value of Non-Financial Assets or Liabilities Measured on a Recurring Basis The Company’s non-financial assets include inventories. The Company identifies potentially excess and slow-moving inventories by evaluating turn rates, inventory levels and other factors. Excess quantities are identified through evaluation of inventory aging, review of inventory turns and historical sales experiences. The Company provides lower of cost or market reserves for such identified excess and slow-moving inventories. The Company establishes a reserve for inventory shrinkage, if any, based on the historical results of physical inventory cycle counts.
|
Carrying Value, Recoverability and Impairment of Long-Lived Assets |
Carrying Value, Recoverability and Impairment of Long-Lived Assets The Company has adopted Section 360-10-35 of the FASB Accounting Standards Codification for its long-lived assets. Pursuant to ASC Paragraph 360-10-35-17 an impairment loss shall be recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). That assessment shall be based on the carrying amount of the asset (asset group) at the date it is tested for recoverability. An impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. Pursuant to ASC Paragraph 360-10-35-20 if an impairment loss is recognized, the adjusted carrying amount of a long-lived asset shall be its new cost basis. For a depreciable long-lived asset, the new cost basis shall be depreciated (amortized) over the remaining useful life of that asset. Restoration of a previously recognized impairment loss is prohibited. Pursuant to ASC Paragraph 360-10-35-21 the Company’s long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company considers the following to be some examples of such events or changes in circumstances that may trigger an impairment review: (a) significant decrease in the market price of a long-lived asset (asset group); (b) A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition; (c) A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator; (d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); (e) A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group); and (f) A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. Pursuant to ASC Paragraphs 360-10-35-29 through 35-36 Estimates of future cash flows used to test the recoverability of a long-lived asset (asset group) shall include only the future cash flows (cash inflows less associated cash outflows) that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the asset (asset group). Estimates of future cash flows used to test the recoverability of a long-lived asset (asset group) shall incorporate the entity’s own assumptions about its use of the asset (asset group) and shall consider all available evidence. The assumptions used in developing those estimates shall be reasonable in relation to the assumptions used in developing other information used by the entity for comparable periods, such as internal budgets and projections, accruals related to incentive compensation plans, or information communicated to others. However, if alternative courses of action to recover the carrying amount of a long-lived asset (asset group) are under consideration or if a range is estimated for the amount of possible future cash flows associated with the likely course of action, the likelihood of those possible outcomes shall be considered. A probability-weighted approach may be useful in considering the likelihood of those possible outcomes. Estimates of future cash flows used to test the recoverability of a long-lived asset
(asset group) shall be made for the remaining useful life of the asset (asset group) to the entity. For long-lived assets (asset groups) that have uncertainties both in timing and amount, an expected present value technique will often be the appropriate technique with which to estimate fair value. Pursuant to ASC Paragraphs 360-10-45-4 and 360-10-45-5 an impairment loss recognized for a long-lived asset (asset group) to be held and used shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amount of that loss. A gain or loss recognized on the sale of a long-lived asset (disposal group) that is not a component of an entity shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amounts of those gains or losses. The Company did not consider it necessary to record any impairment charges during the year ended December 31, 2015 and 2014.
|
Cash equivalents |
Cash equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturities of three months or less, when purchased, to be cash equivalents. The Company maintains cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of December 31, 2015, the Company has not reached bank balances exceeding the FDIC insurance limit. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits.
|
Accounts receivable and allowance for doubtful accounts |
Accounts receivable and allowance for doubtful accounts Pursuant to FASB ASC paragraph 310-10-35-47 trade receivables that management has the intent and ability to hold for the foreseeable future shall be reported in the balance sheet at outstanding principal adjusted for any charge-offs and the allowance for doubtful accounts.. The Company follows FASB ASC paragraphs 310-10-35-7 through 310-10-35-10 to estimate the allowance for doubtful accounts. Pursuant to FASB ASC paragraph 310-10-35-9 Losses from uncollectible receivables shall be accrued when both of the following conditions are met: (a) Information available before the financial statements are issued or are available to be issued (as discussed in Section 855-10-25) indicates that it is probable that an asset has been impaired at the date of the financial statements, and (b) The amount of the loss can be reasonably estimated. Those conditions may be considered in relation to individual receivables or in relation to groups of similar types of receivables. If the conditions are met, accrual shall be made even though the particular receivables that are uncollectible may not be identifiable. The Company reviews individually each trade receivable for collectability and performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and general economic conditions that may affect a client’s ability to pay. Bad debt expense is included in general and administrative expenses. Pursuant to FASB ASC paragraph 310-10-35-41 Credit losses for trade receivables (uncollectible trade receivables), which may be for all or part of a particular trade receivable, shall be deducted from the allowance. The related trade receivable balance shall be charged off in the period in which the trade receivables are deemed uncollectible. Recoveries of trade receivables previously charged off shall be recorded when received. The Company charges off its trade account receivables against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2015 and 2014, there was $1,373 and $0 allowance for doubtful accounts, respectively. The Company recorded bad debt expense of $1,774 and $170 during the year ended December 31, 2015 and 2014, respectively.
|
Inventory |
Inventory Inventory Valuation The Company values inventory, consisting of finished goods, at the lower of cost or market. Cost is determined on the first-in and first-out (“FIFO”) method. The Company reduces inventory for the diminution of value, resulting from product obsolescence, damage or other issues affecting marketability, equal to the difference between the cost of the inventory and its estimated market value. Factors utilized in the determination of estimated market value include (i) estimates of future demand, and (ii) competitive pricing pressures. Inventory Obsolescence and Markdowns The Company evaluates its current level of inventory considering historical sales and other factors and, based on this evaluation, classify inventory markdowns in the income statement as a component of cost of goods sold pursuant to Paragraph 420-10-S99 of the FASB Accounting Standards Codification to adjust inventory to net realizable value. These markdowns are estimates, which could vary significantly from actual requirements if future economic conditions, customer demand or competition differ from expectations. There was no inventory obsolescence for the reporting period ended December 31, 2015 or 2014. There was no lower of cost or market adjustments for the reporting period ended December 31, 2015 or 2014.
|
Advances to suppliers |
Advances to suppliers Advances to suppliers represent the cash paid in advance for the purchased of inventory. The advances to suppliers are interest free and unsecured.
|
Property and Equipment |
Property and Equipment Property and equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows: | | Estimated Useful Life (Years) | | | | | | Auto | | | 3 | | | | | | | Furniture and fixture | | | 5 | | | | | | | Leasehold improvement | | | * | |
(*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter. Upon sale or retirement, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations.
|
Leases |
Leases Lease agreements are evaluated to determine whether they are capital leases or operating leases in accordance with paragraph 840-10-25-1 of the FASB Accounting Standards Codification (“Paragraph 840-10-25-1”). Pursuant to Paragraph 840-10-25-1 a lessee and a lessor shall consider whether a lease meets any of the following four criteria as part of classifying the lease at its inception under the guidance in the Lessees Subsection of this Section (for the lessee) and the Lessors Subsection of this Section (for the lessor): a. Transfer of ownership. The lease transfers ownership of the property to the lessee by the end of the lease term. This criterion is met in situations in which the lease agreement provides for the transfer of title at or shortly after the end of the lease term in exchange for the payment of a nominal fee, for example, the minimum required by statutory regulation to transfer title. b. Bargain purchase option. The lease contains a bargain purchase option. c. Lease term. The lease term is equal to 75 percent or more of the estimated economic life of the leased property. d. Minimum lease payments. The present value at the beginning of the lease term of the minimum lease payments, excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, including any profit thereon, equals or exceeds 90 percent of the excess of the fair value of the leased property to the lessor at lease inception over any related investment tax credit retained by the lessor and expected to be realized by the lessor. In accordance with paragraphs 840-10-25-29 and 840-10-25-30, if at its inception a lease meets any of the four lease classification criteria in Paragraph 840-10-25-1, the lease shall be classified by the lessee as a capital lease; and if none of the four criteria in Paragraph 840-10-25-1 are met, the lease shall be classified by the lessee as an operating lease. Pursuant to Paragraph 840-10-25-31 a lessee shall compute the present value of the minimum lease payments using the lessee's incremental borrowing rate unless both of the following conditions are met, in which circumstance the lessee shall use the implicit rate: a. It is practicable for the lessee to learn the implicit rate computed by the lessor. b. The implicit rate computed by the lessor is less than the lessee's incremental borrowing rate. Capital lease assets are depreciated on a straight line method, over the capital lease assets estimated useful lives consistent with the Company’s normal depreciation policy for tangible fixed assets. Interest charges are expensed over the period of the lease in relation to the carrying value of the capital lease obligation. Operating leases primarily relate to the Company’s leases of office spaces. When the terms of an operating lease include tenant improvement allowances, periods of free rent, rent concessions, and/or rent escalation amounts, the Company establishes a deferred rent liability for the difference between the scheduled rent payment and the straight-line rent expense recognized, which is amortized over the underlying lease term on a straight-line basis as a reduction of rent expense.
|
Intangible assets |
Intangible assets The Company records the purchase of intangible assets not purchased in a business combination in accordance with ASC 350-30-65 “Goodwill and Other Intangible Assets” and records intangible assets acquired in a business combination or pushed-down pursuant to acquisition by its parent in accordance with SFAS 141 “Business Combinations”. Customer Relationships are based upon the estimated percentage of annual or period projected cash flows generated by such relationships, to the total cash flows generated over the estimated life of the customer relationships. In accordance with ASC 350-30-65, “Intangibles - Goodwill and Others”, the Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: | 1. | Significant underperformance relative to expected historical or projected future operating results; | | 2. | Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and | | 3. | Significant negative industry or economic trends. |
When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company evaluates the recoverability of intangible assets annually or whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable.
|
Derivative Liability |
Derivative Liability The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations and comprehensive income (loss) as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then that the related fair value is reclassified to equity. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. The Company adopted Section 815-40-15 of the FASB Accounting Standards Codification (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The adoption of Section 815-40-15 has affected the accounting for (i) certain freestanding warrants that contain exercise price adjustment features and (ii) convertible bonds issued by foreign subsidiaries with a strike price denominated in a foreign currency. The Company
marks to market the fair value of the embedded derivative convertible notes and derivative warrants at each balance sheet date and records the change in the fair value of the embedded derivative convertible notes and derivative warrants as other income or expense in the consolidated statements of operations. The Company utilizes the Lattice model that values the liability of the derivative convertible notes and derivative warrants. The reason the Company picks the Lattice model is that in many cases there may be multiple embedded features or the features of the bifurcated derivatives may be so complex that a Black-Scholes valuation does not consider all of the terms of the instrument. Therefore, the fair value may not be appropriately captured by simple models. In other words, simple models such as Black-Scholes may not be appropriate in many situations given complex features and terms of conversion option (e.g., combined embedded derivatives). The Lattice model is based on future projections of the various potential outcomes. The features that were analyzed and incorporated into the model included the exercise and full reset features. Based on these features, there are two primary events that can occur; the Holder exercises the Warrants or the Warrants are held to expiration. The Lattice model analyzed the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e. stock price, exercise price, volatility, etc.). Projections were then made on the underlying factors which led to potential scenarios. Probabilities were assigned to each scenario based on management projections. This led to a cash flow projection and a probability associated with that cash flow.
|
Customer Deposits |
Customer Deposits Customer deposits consisted of prepayments from customers to the Company. The Company will recognize the prepayments as revenue upon delivery of the products, in compliance with its revenue recognition policy.
|
Related Parties |
Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the Related parties include a. affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company and members of their immediate families; e. management of the Company and members of their immediate families; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. Pursuant to ASC Paragraphs 850-10-50-1 and 50-5 financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
|
Commitment and Contingencies |
Commitment and Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
|
Revenue recognition |
Revenue recognition The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
|
Cost of Sales |
Cost of Sales The primary components of cost of sales include the cost of the product and shipping fees.
|
Shipping and Handling Costs |
Shipping and Handling Costs The Company accounts for shipping and handling fees in accordance with paragraph 605-45-45-19 of the FASB Accounting Standards Codification. While amounts charged to customers for shipping products are included in revenues, the related costs are classified in cost of goods sold as incurred.
|
Advertising Costs |
Advertising Costs The Company follows the guidance of the Section 720-35-25 of the FASB Accounting Standards Codification (“Section 720-35-25”) as to when advertising costs should be expensed. Pursuant to ASC Paragraph 720-35-25-1 the costs of advertising shall be expensed either as incurred or the first time the advertising takes place. The accounting policy the Company selected from these two alternatives was to expense the advertising costs when the first time the advertising takes place. Deferring the costs of advertising until the advertising takes place assumes that the costs have been incurred for advertising that will occur, such as the first public showing of a television commercial for its intended purpose and the first appearance of a magazine advertisement for its intended purpose. Such costs shall be expensed immediately if such advertising is not expected to occur. Pursuant to ASC Paragraph 720-35-25-5 costs of communicating advertising are not incurred until the item or service has been received and shall not be reported as expenses before the item or service has been received, such as the costs of television airtime which shall not be reported as advertising expense before the airtime is used. Once it is used, the costs shall be expensed, unless the airtime was used for direct-response advertising activities that meet the criteria for capitalization under ASC paragraph 340-20-25-4. Advertising costs were $29,224 and $24,800 for the period ended December 31, 2015 and 2014, respectively and has been included in selling expenses as reflected in the accompanying consolidated statements of operations.
|
Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services |
Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”). Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a stock option that the counterparty has the right to exercise expires unexercised. Pursuant to ASC Paragraphs 505-50-30-2 and 505-50-30-11 share-based payment transactions with nonemployees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The issuer shall measure the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions as of the earlier of the following dates, referred to as the measurement date: (a) The date at which a commitment for performance by the counterparty to earn the equity instruments is reached (a performance commitment); or (b) The date at which the counterparty's performance is complete. If the Company’s common shares are traded in one of the national exchanges the grant-date share price of the Company’s common stock will be used to measure the fair value of the common shares issued, however, if the Company’s common shares are
thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. Pursuant to ASC Paragraph 718-10-55-21 if an observable market price is not available for a share option or similar instrument with the same or similar terms and conditions, an entity shall estimate the fair value of that instrument using a valuation technique or model that meets the requirements in paragraph 718-10-55-11 and takes into account, at a minimum, all of the following factors: a. | The exercise price of the option. |
b. | The expected term of the option, taking into account both the contractual term of the option and the effects of employees’ expected exercise and post-vesting employment termination behavior: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. | | | c. | The current price of the underlying share. |
d. | The expected volatility of the price of the underlying share for the expected term of the option. Pursuant to ASC Paragraph 718-10-55-25 a newly publicly traded entity might base expectations about future volatility on the average volatilities of similar entities for an appropriate period following their going public. A nonpublic entity might base its expected volatility on the average volatilities of otherwise similar public entities. For purposes of identifying otherwise similar entities, an entity would likely consider characteristics such as industry, stage of life cycle, size, and financial leverage. Because of the effects of diversification that are present in an industry sector index, the volatility of an index should not be substituted for the average of volatilities of otherwise similar entities in a fair value measurement. Pursuant to paragraph 718-10-S99-1 if shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The Company uses the average historical volatility of the comparable companies over the expected term of the share options or similar instruments as its expected volatility. |
e. | The expected dividends on the underlying share for the expected term of the option. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. |
f. | The risk-free interest rate(s) for the expected term of the option. Pursuant to ASC 718-10-55-28 a U.S. entity issuing an option on its own shares must use as the risk-free interest rates the implied yields currently available from the U.S. Treasury zero-coupon yield curve over the contractual term of the option if the entity is using a lattice model incorporating the option’s contractual term. If the entity is using a closed-form model, the risk-free interest rate is the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term used as the assumption in the model. |
Pursuant to ASC paragraph 505-50-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded.
|
Deferred Tax Assets and Income Tax Provision |
Deferred Tax Assets and Income Tax Provision The Company was a Subchapter S corporation, until December 30, 2014 during which time the Company was treated as a pass through entity for federal income tax purposes. Under Subchapter S of the Internal Revenue Code stockholder of an S corporation are taxed separately on their distributive share of the S corporation’s income whether or not that income is actually distributed. Effective December 31, 2014, the Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.
|
Pro Forma Income Tax Provision (Benefit) (Unaudited) |
Pro Forma Income Tax Provision (Benefit) (Unaudited) The Company was a Subchapter S corporation, until December 30, 2014 during which time the Company was treated as a pass through entity for federal income tax purpose. Under Subchapter S of the Internal Revenue Code the operating results of the S corporation prior to December 30, 2014 were included in the income tax returns of the stockholders of the S corporation, i.e. the stockholders of an S corporation are taxed separately on their distributive share of the S corporation’s income whether or not that income is actually distributed. The unaudited pro forma income tax provision, deferred tax assets, and the valuation allowance of deferred tax assets, if any, included in the consolidated financial statements and income tax provision note reflect the income tax provision which would have been recorded as if the S corporation had always been a C corporation upon its incorporation.
|
Earnings per Share |
Earnings per Share Earnings per share ("EPS") is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260-10-55-23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation. Pursuant to ASC Paragraphs 260-10-45-40 through 45-42 convertible securities shall be reflected in diluted EPS by application of if converted method. The convertible preferred stock or convertible debt shall be assumed to have been converted at the beginning of the period (or at time of issuance, if later). In applying the if-converted method, conversion shall not be assumed for purposes of computing diluted EPS if the effect would be anti-dilutive. The Company’s contingent shares issuance arrangements, stock options or warrants are as follows: | | Contingent shares issuance arrangements, stock options or warrants | | | | December 31, 2015 | | | December 31, 2014 | | | | | | | | | Stock Option Shares | | | | | | | | | | 100 | | | | 100 | | | | | | | | | | | Sub-total: stock option shares | | | 100 | | | | 100 | | | | | | | | | | | Warrant Shares | | | | | | | | | | | | 501,263 | | | | 1,263 | | | | | | | | | | | Sub-total: warrant shares | | | 501,263 | | | | 1,263 | | | | | | | | | | | Total contingent shares issuance arrangements, stock options or warrants | | | 501,363 | | | | 1,363 | |
There were no incremental common shares under the Treasury Stock Method for the reporting period ended December 31, 2015 or 2014.
|
Cash Flows Reporting |
Cash Flows Reporting The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.
|
Subsequent Events |
Subsequent Events The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.
|
Recently Issued Accounting Pronouncements |
Recently Issued Accounting Pronouncements In May 2014, the FASB issued the FASB Accounting Standards Update No. 2014-09 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”) This guidance amends the existing FASB Accounting Standards Codification, creating a new Topic 606, Revenue from Contracts with Customer. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: | 1. | Identify the contract(s) with the customer |
| 2. | Identify the performance obligations in the contract |
| 3. | Determine the transaction price |
| 4. | Allocate the transaction price to the performance obligations in the contract |
| 5. | Recognize revenue when (or as) the entity satisfies a performance obligations |
The ASU also provides guidance on disclosures that should be provided to enable financial statement users to understand the nature, amount, timing, and uncertainty of revenue recognition and cash flows arising from contracts with customers. Qualitative and quantitative information is required about the following: | 1. | Contracts with customers – including revenue and impairments recognized, disaggregation of revenue, and information about contract balances and performance obligations (including the transaction price allocated to the remaining performance obligations) |
| 2. | Significant judgments and changes in judgments – determining the timing of satisfaction of performance obligations (over time or at a point in time), and determining the transaction price and amounts allocated to performance obligations |
| 3. | Assets recognized from the costs to obtain or fulfill a contract. |
ASU 2014-09 is effective for periods beginning after December 15, 2016, including interim reporting periods within that reporting period for all public entities. Early application is not permitted. In August 2015, the FASB issued the FASB Accounting Standards Update No. 2015-14 “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” (“ASU 2015-14”). The amendments in this Update defer the effective date of Update 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. In August 2014, the FASB issued the FASB Accounting Standards Update No. 2014-15 “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). The term probable is used consistently with its use in Topic 450, Contingencies. When management identifies conditions or events that raise substantial doubt about an entity’s ability to
continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes): a. | Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans) | b. | Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations | c. | Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern. |
If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). Additionally, the entity should disclose information that enables users of the financial statements to understand all of the following: a. | Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern | b. | Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations | c. | Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. |
The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. In November 2015, the FASB issued the FASB Accounting Standards Update No. 2015-17 “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). This update simplifies the presentation of deferred income taxes; the amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this Update apply to all entities that present a classified statement of financial position. For public business entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. In January 2016, the FASB issued the FASB Accounting Standards Update No. 2016-01 “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). This Update makes limited amendments to the guidance in U.S. GAAP on the classification and measurement of financial instruments. The new standard significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. Some of the major changes as a result of the ASU 2016-01
are summarized below. | ● | Requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. |
| ● | Simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value. |
| ● | Eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. |
| ● | Require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. |
| ● | Require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. |
| ● | Require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements. |
| ● | Clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. |
For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for advertising costs. For those costs that cannot be capitalized, discloses whether such costs are expensed as incurred or the first period in which the advertising takes place. For direct response advertising costs that are capitalized, describes those assets and the accounting policy used, including a description of the qualifying activity, the types of costs capitalized and the related amortization period. An entity also may disclose its accounting policy for cooperative advertising arrangements.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 340 -SubTopic 20 -Section 55 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=51677389&loc=d3e8384-108330
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 340 -SubTopic 20 -Section 50 -Paragraph 1 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=51662920&loc=d3e8275-108329
+ Details
Name: |
us-gaap_AdvertisingCostsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).
+ References
+ Details
Name: |
us-gaap_BasisOfAccountingPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 305 -SubTopic 10 -Section 05 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6375392&loc=d3e26790-107797
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4273-108586
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Cash -URI http://asc.fasb.org/extlink&oid=6506951
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Cash Equivalents -URI http://asc.fasb.org/extlink&oid=6507016
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Financial Reporting Release (FRR) -Number 203 -Paragraph 02-03
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 1 -Article 5
+ Details
Name: |
us-gaap_CashAndCashEquivalentsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for commitments and contingencies, which may include policies for recognizing and measuring loss and gain contingencies.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 954 -SubTopic 450 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6491354&loc=d3e6052-115624
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 954 -SubTopic 450 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6491354&loc=d3e6049-115624
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 460 -SubTopic 10 -Section 50 -Paragraph 8 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=51674963&loc=d3e12565-110249
+ Details
Name: |
us-gaap_CommitmentsAndContingenciesPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=18733093&loc=d3e5614-111684
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.3A-02) -URI http://asc.fasb.org/extlink&oid=27015204&loc=d3e355033-122828
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph k -Article 1
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02, 03 -Article 3A
+ Details
Name: |
us-gaap_ConsolidationPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for recognition of costs in the period which correspond to the sales and revenue categories presented in the statement of operations. The accounting policy may include the amount and nature of costs incurred, provisions associated with inventories, purchase discounts, freight and other costs included in cost of sales incurred and recorded in the period. This disclosure also includes the nature of costs of sales incurred and recorded in the statement of operations for the period relating to transactions with related parties.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.2) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 605 -SubTopic 50 -Section 45 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=51666513&loc=d3e63676-111659
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
+ Details
Name: |
us-gaap_CostOfSalesPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3630-109257
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
+ Details
Name: |
us-gaap_EarningsPerSharePolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for determining the fair value of financial instruments.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13279-108611
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 60 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=7493716&loc=d3e21868-110260
+ Details
Name: |
us-gaap_FairValueOfFinancialInstrumentsPolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 05 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=51717228&loc=d3e202-110218
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 5 -Section CC -Subsection 3
+ Details
Name: |
us-gaap_ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 19 -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32840-109319
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 30 -Section 05 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6423966&loc=d3e40913-109327
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 954 -SubTopic 740 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6491622&loc=d3e9504-115650
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 17 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32809-109319
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 45 -Paragraph 25 -URI http://asc.fasb.org/extlink&oid=37586315&loc=d3e32247-109318
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=37586315&loc=d3e32280-109318
+ Details
Name: |
us-gaap_IncomeTaxPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for finite-lived intangible assets. This accounting policy also might address: (1) the amortization method used; (2) the useful lives of such assets; and (3) how the entity assesses and measures impairment of such assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16323-109275
+ Details
Name: |
us-gaap_IntangibleAssetsFiniteLivedPolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for major classes of inventories, bases of stating inventories (for example, lower of cost or market), methods by which amounts are added and removed from inventory classes (for example, FIFO, LIFO, or average cost), loss recognition on impairment of inventories, and situations in which inventories are stated above cost. If inventory is carried at cost, this disclosure includes the nature of the cost elements included in inventory.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 330 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=28360613&loc=d3e4492-108314
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.6(b)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 330 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=28360613&loc=d3e4556-108314
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6361739&loc=d3e7789-107766
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Financial Reporting Release (FRR) -Number 206 -Paragraph b -Subparagraph i, ii -Chapter 2
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 6 -Subparagraph a -Article 5
+ Details
Name: |
us-gaap_InventoryPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for leasing arrangements (both lessor and lessee). This disclosure may address (1) lease classification (that is, operating versus capital), (2) how the term of a lease is determined (for example, the circumstances in which a renewal option is considered part of the lease term), (3) how rental revenue or expense is recognized for a lease that contains rent escalations, (4) an entity's accounting treatment for deferred rent, including that which arises from lease incentives, rent abatements, rent holidays, or tenant allowances (5) an entity's accounting treatment for contingent rental payments and (6) an entity's policy for reviewing, at least annually, the residual values of sales-type and direct-finance leases. The disclosure also may indicate how the entity accounts for its capital leases, leveraged leases or sale-leaseback transactions.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 20 -Section 05 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6453394&loc=d3e39740-112701
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6482485&loc=d3e14754-158437
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 40 -Section 05 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6456037&loc=d3e48589-112741
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 30 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6455398&loc=d3e45280-112737
+ Details
Name: |
us-gaap_LeasePolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.
+ References
+ Details
Name: |
us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, basis of assets, depreciation and depletion methods used, including composite deprecation, estimated useful lives, capitalization policy, accounting treatment for costs incurred for repairs and maintenance, capitalized interest and the method it is calculated, disposals and impairments.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.13(a)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for determining the allowance for doubtful accounts for trade and other accounts receivable balances, and when impairments, charge-offs or recoveries are recognized.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section 50 -Paragraph 9 -URI http://asc.fasb.org/extlink&oid=49124121&loc=d3e5144-111524
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 4 -Article 5
+ Details
Name: |
us-gaap_ReceivablesTradeAndOtherAccountsReceivableAllowanceForDoubtfulAccountsPolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for revenue recognition. If the entity has different policies for different types of revenue transactions, the policy for each material type of transaction is generally disclosed. If a sales transaction has multiple element arrangements (for example, delivery of multiple products, services or the rights to use assets) the disclosure may indicate the accounting policy for each unit of accounting as well as how units of accounting are determined and valued. The disclosure may encompass important judgment as to appropriateness of principles related to recognition of revenue. The disclosure also may indicate the entity's treatment of any unearned or deferred revenue that arises from the transaction.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18823-107790
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18726-107790
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 605 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SAB TOPIC 13.B.Q1) -URI http://asc.fasb.org/extlink&oid=27012821&loc=d3e214044-122780
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 13 -Section B -Paragraph Question 1
+ Details
Name: |
us-gaap_RevenueRecognitionPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for the classification of shipping and handling costs, including whether the costs are included in cost of sales or included in other income statement accounts. If shipping and handling fees are significant and are not included in cost of sales, disclosure includes both the amounts of such costs and the line item on the income statement which includes such costs.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Shipping Costs -URI http://asc.fasb.org/extlink&oid=51575562
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 605 -SubTopic 45 -Section S99 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6408413&loc=d3e221937-122793
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 605 -SubTopic 45 -Section 45 -Paragraph 20 -URI http://asc.fasb.org/extlink&oid=51671805&loc=d3e60635-111653
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 605 -SubTopic 45 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=51667946&loc=d3e61069-111654
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Handling Costs -URI http://asc.fasb.org/extlink&oid=51575068
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18726-107790
+ Details
Name: |
us-gaap_ShippingAndHandlingCostPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for reporting subsequent events.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
+ Details
Name: |
us-gaap_SubsequentEventsPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=51801978&loc=d3e6061-108592
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 9 -URI http://asc.fasb.org/extlink&oid=51801978&loc=d3e6143-108592
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=51801978&loc=d3e6132-108592
+ Details
Name: |
us-gaap_UseOfEstimates |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for advances to suppliers.
+ References
+ Details
Name: |
vapi_AdvancesToSuppliersPolicyTextBlock |
Namespace Prefix: |
vapi_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for cash flows reporting.
+ References
+ Details
Name: |
vapi_CashFlowsReportingPolicyTextBlock |
Namespace Prefix: |
vapi_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for customer deposit.
+ References
+ Details
Name: |
vapi_CustomerDepositPolicyTextBlock |
Namespace Prefix: |
vapi_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for derivatiove liability.
+ References
+ Details
Name: |
vapi_DerivativeLiabilityPolicyTextBlock |
Namespace Prefix: |
vapi_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for due to related parties.
+ References
+ Details
Name: |
vapi_DueToRelatedPartiesPolicyTextBlock |
Namespace Prefix: |
vapi_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for equity instruments issued to parties other than employees for acquiring goods or services.
+ References
+ Details
Name: |
vapi_EquityInstrumentsIssuedToPartiesOtherThanEmployeesForAcquiringGoodsOrServicesPolicyTextBlock |
Namespace Prefix: |
vapi_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for determining the fair value of non-financial assets or liabilities measured on a recurring basis.
+ References
+ Details
Name: |
vapi_FairValueNonFinancialAssetsAndLiabilitiesMeasuredOnRecurringBasisPolicyTextBlock |
Namespace Prefix: |
vapi_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for fair value of financial assets and liabilities measured on a recurring basis.
+ References
+ Details
Name: |
vapi_FairValueOfFinancialAssetsAndLiabilitiesMeasuredOnARecurringBasisPolicyTextBlock |
Namespace Prefix: |
vapi_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for pro forma income tax provision benefit unaudited.
+ References
+ Details
Name: |
vapi_ProFormaIncomeTaxProvisionBenefitPolicyTextBlock |
Namespace Prefix: |
vapi_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Significant and Critical Accounting Policies and Practices (Tables)
|
12 Months Ended |
Dec. 31, 2015 |
Significant and Critical Accounting Policies and Practices [Abstract] |
|
Schedule of Company's subsidiaries and variable interest entities |
Name of consolidated subsidiary or entity | | State or other jurisdiction of incorporation or organization | | Date of incorporation or formation (date of acquisition, if applicable) | | Attributable interest | | | | | | | | Vapir Enterprises, Inc. | | The State of Nevada, U.S.A. | | December 17, 2009 | | 100% | | | | | | | | Vapir, Inc. | | The State of California, U.S.A. | | October 2006 (December 30, 2014) | | 100% |
|
Schedule of fair value of financial assets and liabilities measured on recurring basis |
| | Amount | | | Level 1 | | | Level 2 | | | Level 3 | | Derivative liability - Embedded conversion | | $ | 78,471 | | | $ | - | | | $ | - | | | $ | 78,471 | | Derivative liabilities - Tainted Warrants | | | 124,182 | | | | - | | | | - | | | | 124,182 | | | | $ | 202,653 | | | $ | - | | | $ | - | | | $ | 202,653 | |
|
Schedule of depreciation computation over the estimated useful lives of property and equipment |
| | Estimated Useful Life (Years) | | | | | | Auto | | | 3 | | | | | | | Furniture and fixture | | | 5 | | | | | | | Leasehold improvement | | | * | |
(*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter.
|
Schedule of contingent shares issuance arrangement |
| | Contingent shares issuance arrangements, stock options or warrants | | | | December 31, 2015 | | | December 31, 2014 | | | | | | | | | Stock Option Shares | | | | | | | | | | 100 | | | | 100 | | | | | | | | | | | Sub-total: stock option shares | | | 100 | | | | 100 | | | | | | | | | | | Warrant Shares | | | | | | | | | | | | 501,263 | | | | 1,263 | | | | | | | | | | | Sub-total: warrant shares | | | 501,263 | | | | 1,263 | | | | | | | | | | | Total contingent shares issuance arrangements, stock options or warrants | | | 501,363 | | | | 1,363 | |
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of assets and liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19190-110258
+ Details
Name: |
us-gaap_ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=52262685&loc=d3e5747-111685
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 50 -Paragraph 9 -URI http://asc.fasb.org/extlink&oid=52262685&loc=SL6228884-111685
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=52262685&loc=d3e5728-111685
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Variable Interest Entity -URI http://asc.fasb.org/extlink&oid=6528138
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 50 -Paragraph 5A -URI http://asc.fasb.org/extlink&oid=52262685&loc=SL6759159-111685
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=52262685&loc=d3e5710-111685
+ Details
Name: |
us-gaap_ScheduleOfVariableInterestEntitiesTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of contingent shares issuance arrangement.
+ References
+ Details
Name: |
vapi_ScheduleOfContingentSharesIssuanceArrangementTableTextBlock |
Namespace Prefix: |
vapi_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of all information related to depreciation computation over the estimated useful lives of assets.
+ References
+ Details
Name: |
vapi_ScheduleOfDepreciationComputationOverTheEstimatedUsefulLivesOfAssetsTableTextBlock |
Namespace Prefix: |
vapi_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Property and Equipment (Tables)
|
12 Months Ended |
Dec. 31, 2015 |
Property and Equipment [Abstract] |
|
Summary of property and equipment |
| | Estimated life | | December 31, 2015 | | | December 31, 2014 | | | | | | | | | | | Auto | | 3 years | | | 12,522 | | | | 12,522 | | Furniture and fixtures | | 5 years | | | 23,743 | | | | 23,743 | | Tooling equipment | | 4 years | | | 97,710 | | | | - | | Leasehold improvements | | 5 years | | | 35,206 | | | | 35,206 | | Less: Accumulated depreciation | | | | | (81,513 | ) | | | (67,739 | ) | | | | | $ | 87,668 | | | $ | 3,732 | |
|
X |
- References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.13) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 13 -Subparagraph b -Article 5
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Intangible Assets (Tables)
|
12 Months Ended |
Dec. 31, 2015 |
Intangible Assets [Abstract] |
|
Schedule of intangible assets |
| | December 31, | | | December 31, | | | | 2015 | | | 2014 | | | | | | | | | Customer relationships | | $ | 1,001,212 | | | $ | 1,001,212 | | Trademarks | | | 6,430 | | | | 6,430 | | | | | 1,007,642 | | | | 1,007,642 | | Accumulated amortization | | | (632,466 | ) | | | (565,290 | ) | Intangible assets, net | | $ | 375,176 | | | $ | 442,352 | |
|
Schedule of future amortization of intangible assets |
2016 | | $ | 67,176 | | 2017 | | | 67,176 | | 2018 | | | 67,176 | | 2019 | | | 67,176 | | 2020 and thereafter | | | 106,472 | | Total | | $ | 375,176 |
|
X |
- References
+ Details
Name: |
us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of assets, excluding financial assets and goodwill, lacking physical substance with a finite life, by either major class or business segment.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16323-109275
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 1 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16265-109275
+ Details
Name: |
us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the amount of amortization expense expected to be recorded in succeeding fiscal years for finite-lived intangible assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16323-109275
+ Details
Name: |
us-gaap_ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Note and Loan Payable (Tables)
|
12 Months Ended |
Dec. 31, 2015 |
Note and Loan Payable and Convertible Notes Payable [Abstract] |
|
Schedule of loan payable |
| | December 31, 2015 | | | December 31, 2014 | | | | | | | | | | | Business loan obtained in May 2011 from Bank of the West with a credit line up to $200,000 and secured by all assets of the Company. This loan bears interest at 4.75% per annum. | | $ | 197,000 | | | $ | 197,000 | |
|
Schedule of note payable |
| | December 31, 2015 | | | December 31, 2014 | | | | | | | | | 4.75% Promissory note of $100,000 issued to Bank of the West on May 10, 2011 payable over 60 consecutive monthly installments with monthly principal payment of $1,650 and interest starting in June 2012 | | | 25,050 | | | | 44,850 | | | | | | | | | | | Less : Current maturities | | | (19,800 | ) | | | (19,800 | ) | Note payable, net of current maturities | | $ | 5,250 | | | $ | 25,050 | |
|
Schedule of future minimum principal and interest payment |
Fiscal Year ending December 31: | | | | | | | | 2016 | | $ | 20,559 | | | | | | | 2017 | | | 5,294 | | | | | | | Total remaining payments | | | 25,853 | | | | | | | Less interest portion | | | (803 | ) | | | | | | Total remaining principal payments | | | 25,050 | | | | | | | Less current maturities | | | (19,800 | ) | | | | | | Note payable, net of current maturities | | $ | 5,250 | |
|
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 470 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6479336&loc=d3e64711-112823
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(e),(f)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 55 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=34725769&loc=d3e28878-108400
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21538-112644
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644
Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 1A -URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28541-108399
Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28551-108399
Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 7 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21521-112644
+ Details
Name: |
us-gaap_ScheduleOfDebtInstrumentsTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of information pertaining to short-term and long-debt instruments or arrangements, including but not limited to identification of terms, features, collateral requirements and other information necessary to a fair presentation.
+ References
+ Details
Name: |
us-gaap_ScheduleOfDebtTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the annual minimum payments due from financing receivables, such as, but not limited to accounts, notes, loans, and other financing receivables.
+ References
+ Details
Name: |
us-gaap_ScheduleOfFinancingReceivablesMinimumPaymentsTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
X |
- DefinitionTabular disclosure of related party transactions. Examples of related party transactions include, but are not limited to, transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners and (d) affiliates.
+ References
+ Details
Name: |
us-gaap_ScheduleOfRelatedPartyTransactionsTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
X |
- DefinitionTabular disclosure of borrowings which can be exchanged for a specified number of another security at the option of the issuer or the holder. Disclosures include, but are not limited to, principal amount, amortized premium or discount, and amount of liability and equity components.
+ References
+ Details
Name: |
us-gaap_ConvertibleDebtTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Derivative Liabilities (Tables)
|
12 Months Ended |
Dec. 31, 2015 |
Derivative Liabilities [Abstract] |
|
Summary of fair value of derivative liabilities |
| | December 31, 2015 | | Stock price | | $ | 0.25 | | Weighted average strike price | | $ | 0.50 | | Remaining contractual term (years) | | | 0.75 to 4.25 years | | Volatility | | | 157% to 293 | % | Risk-free rate | | | 0.65% to 1.76 | % | Dividend yield | | | 0.0 | % |
|
Summary of the changes in fair value on recurring basis |
| | For the year ended December 31, 2015 | | Beginning balance | | $ | - | | Debt discount in connection with conversion option of Debentures and detachable warrants | | | 500,000 | | Excess of fair value over debt discount | | | 188,378 | | Change in fair value of derivative liabilities | | | (485,725 | ) | Ending balance | | $ | 202,653 | |
|
X |
- References
+ Details
Name: |
us-gaap_DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, by class that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3). Where the quoted price in an active market for the identical liability is not available, the Level 1 input is the quoted price of an identical liability when traded as an asset.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19190-110258
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a),(b) -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19207-110258
+ Details
Name: |
us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of derivative liabilities at fair value.
+ References
+ Details
Name: |
us-gaap_ScheduleOfDerivativeLiabilitiesAtFairValueTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
X |
- References
+ Details
Name: |
us-gaap_CommitmentsAndContingenciesDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of future minimum payments required in the aggregate and for each of the five succeeding fiscal years for operating leases having initial or remaining noncancelable lease terms in excess of one year and the total minimum rentals to be received in the future under noncancelable subleases as of the balance sheet date.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 20 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6453985&loc=d3e41502-112717
+ Details
Name: |
us-gaap_ScheduleOfFutureMinimumRentalPaymentsForOperatingLeasesTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Stockholders' Deficit (Tables)
|
12 Months Ended |
Dec. 31, 2015 |
Warrants [Member] |
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
Summary of option and warrant activities |
| | Number of Warrants | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Life (Years) | | | Aggregate Intrinsic Value | | Balance at December 31, 2013 | | | - | | | $ | - | | | | - | | | $ | - | | Recapitalization on December 30, 2014 | | | 1,263 | | | | 1,248 | | | | 2.11 | | | | - | | Issued | | | - | | | | - | | | | - | | | | - | | Exercised/forfeited/expired | | | - | | | | - | | | | - | | | | - | | Balance at December 31, 2014 | | | 1,263 | | | | 1,248 | | | | 2.11 | | | | - | | Issued | | | 500,000 | | | | 0.60 | | | | 5.00 | | | | - | | Exercised/forfeited/expired | | | - | | | | - | | | | - | | | | - | | Balance at December 31, 2015 | | | 501,263 | | | | 3.74 | | | | 4.25 | | | | - | | Warrants exercisable at December 31, 2015 | | | 501,263 | | | $ | 3.74 | | | | 4.25 | | | $ | - | |
|
Options [Member] |
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
Summary of option and warrant activities |
| | Number of Options | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Life (Years) | | | Aggregate Intrinsic Value | | Balance at December 31, 2013 | | | - | | | $ | - | | | | - | | | $ | - | | Recapitalization on December 30, 2014 | | | 100 | | | | 700 | | | | 2.17 | | | | - | | Issued | | | - | | | | - | | | | - | | | | - | | Exercised/forfeited/expired | | | - | | | | - | | | | - | | | | - | | Balance at December 31, 2014 | | | 100 | | | | 700 | | | | 2.17 | | | | - | | Issued | | | - | | | | - | | | | - | | | | - | | Exercised/forfeited/expired | | | - | | | | - | | | | - | | | | - | | Balance at December 31, 2015 | | | 100 | | | | 700 | | | | 1.17 | | | | - | | Options exercisable at December 31, 2015 | | | 100 | | | $ | 700 | | | | 1.17 | | | $ | - | |
|
X |
- DefinitionTabular disclosure of share-based compensation plans that may be presented in a single table for outstanding, vested and expected to vest, and exercisable awards. The information that may be disclosed in this table may include, but is not limited to, number of shares, weighted average exercise price, weighted average remaining contractual life, and aggregate intrinsic value.
+ References
+ Details
Name: |
us-gaap_ScheduleOfShareBasedCompensationActivityTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_AwardTypeAxis=us-gaap_WarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_AwardTypeAxis=us-gaap_EmployeeStockOptionMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Income Taxes (Tables)
|
12 Months Ended |
Dec. 31, 2015 |
Income Tax Provision [Line Items] |
|
Schedule of effective income tax rate reconciliation |
| | December 31, 2015 | | U.S “expected” income tax | | $ | (175,000 | ) | Non-cash compensation | | | 31,400 | | Amortization of intangible assets, debt discount and deferred financing cost | | | 110,900 | | Change in valuation allowance | | | 32,700 | | Total provision for income taxes | | $ | — | |
|
Summary of deferred tax assets and liabilities |
| | December 31, 2015 | | Deferred tax assets: | | | | | Net operating loss carryover | | $ | 32,700 | | Less: valuation allowance | | | (32,700 | ) | Net deferred tax asset | | $ | — | |
|
Predecessor [Member] |
|
Income Tax Provision [Line Items] |
|
Schedule of effective income tax rate reconciliation |
| | For the Reporting Period Ended December 31, 2014 | | | | | | Federal statutory income tax rate | | | 34.0 | % | | | | | | Net operating loss carry-back | | | (34.0 | ) | | | | | | Effective income tax rate | | | 34.0 | % |
|
X |
- DefinitionTabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32537-109319
+ Details
Name: |
us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 12 -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32687-109319
+ Details
Name: |
us-gaap_ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementScenarioAxis=us-gaap_PredecessorMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
X |
- DefinitionThe method of determining the fair value of the equity interests of the acquirer, including the number of instruments or interests issued or issuable in consideration for the business combination.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 1 -Subparagraph (b)(4) -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6927-128479
+ Details
Name: |
us-gaap_BusinessCombinationCostOfAcquiredEntityEquityInterestsIssuedAndIssuableFairValueMethod |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares of stock issued during the period pursuant to acquisitions.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28,29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29, 30 -Article 5
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesAcquisitions |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
vapi_OrganizationAndOperationsTextualAbstract |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_FinancialInstrumentAxis=vapi_ShareExchangeAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_VariableInterestEntityLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPercentage of the Variable Interest Entity's (VIE) voting interest owned by (or beneficial interest in) the reporting entity (directly or indirectly).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 50 -Paragraph 5A -Subparagraph (d) -URI http://asc.fasb.org/extlink&oid=52262685&loc=SL6759159-111685
+ Details
Name: |
us-gaap_VariableInterestEntityOwnershipPercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definitionvariable interest entity state or other jurisdiction of incorporation or organization
+ References
+ Details
Name: |
vapi_VariableInterestEntityStateOrOtherJurisdictionOfIncorporationOrOrganization |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_VariableInterestEntitiesByClassificationOfEntityAxis=vapi_VapirEnterprisesIncMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_VariableInterestEntitiesByClassificationOfEntityAxis=vapi_VapirIncMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Significant and Critical Accounting Policies and Practices (Details 1)
|
Dec. 31, 2015
USD ($)
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
Derivative liabilities |
$ 202,653
|
Embedded conversion [Member] |
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
Derivative liabilities |
78,471
|
Tainted Warrants [Member] |
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
Derivative liabilities |
$ 124,182
|
Level 1 [Member] |
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
Derivative liabilities |
|
Level 1 [Member] | Embedded conversion [Member] |
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
Derivative liabilities |
|
Level 1 [Member] | Tainted Warrants [Member] |
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
Derivative liabilities |
|
Level 2 [Member] |
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
Derivative liabilities |
|
Level 2 [Member] | Embedded conversion [Member] |
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
Derivative liabilities |
|
Level 2 [Member] | Tainted Warrants [Member] |
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
Derivative liabilities |
|
Level 3 [Member] |
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
Derivative liabilities |
$ 202,653
|
Level 3 [Member] | Embedded conversion [Member] |
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
Derivative liabilities |
78,471
|
Level 3 [Member] | Tainted Warrants [Member] |
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
Derivative liabilities |
$ 124,182
|
X |
- DefinitionFair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled after one year or the normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 20 -Section 50 -Paragraph 3 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 45 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6945355&loc=d3e41228-113958
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 10 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13433-108611
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 45 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6945355&loc=d3e41271-113958
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 15 -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13495-108611
+ Details
Name: |
us-gaap_DerivativeLiabilitiesNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_DerivativeInstrumentRiskAxis=us-gaap_EmbeddedDerivativeFinancialInstrumentsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_WarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
X |
- DefinitionDescribes the periods of time over which an entity anticipates to receive utility from its property, plant and equipment (that is, the periods of time over which an entity allocates the initial cost of its property, plant and equipment).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 35 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=51661791&loc=d3e1205-110223
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentEstimatedUsefulLives |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=vapi_AutoMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_FurnitureAndFixturesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_LeaseholdImprovementsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Significant and Critical Accounting Policies and Practices (Details 3) - shares
|
12 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Summary of contingent shares issuance arrangement stock options or warrants |
|
|
Contingent shares issuance arrangement, Stock Option Shares |
100
|
100
|
Contingent shares issuance arrangement, Warrant Shares |
501,263
|
1,263
|
Total contingent shares issuance arrangement, stock options or warrants |
501,363
|
1,363
|
Stock Option Shares [Member] |
|
|
Summary of contingent shares issuance arrangement stock options or warrants |
|
|
Contingent shares issuance arrangement, Stock Option Shares |
100
|
100
|
Warrant Shares [Member] |
|
|
Summary of contingent shares issuance arrangement stock options or warrants |
|
|
Contingent shares issuance arrangement, Warrant Shares |
501,263
|
1,263
|
X |
- DefinitionShares issuable for little or no cash consideration upon the satisfaction of certain conditions (contingently issuable shares) are considered outstanding common shares and included in the computation of basic Earnings Per Share as of the date that all necessary conditions have been satisfied (in essence, when issuance of the shares is no longer contingent). Outstanding common shares that are contingently returnable (that is, subject to recall) are treated in the same manner as contingently issuable shares. Contingently issuable shares include shares that (a) will be issued in the future upon the satisfaction of specified conditions, (b) have been placed in escrow and all or part must be returned if specified conditions are not met, or (c) have been issued but the holder must return all or part if specified conditions are not met. The number of contingently issuable shares is determined by relating the portion of time within a reporting period that these shares have been outstanding to the total time in that period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 45 -Paragraph 13 -URI http://asc.fasb.org/extlink&oid=7655603&loc=d3e2646-109256
+ Details
Name: |
us-gaap_WeightedAverageNumberOfSharesContingentlyIssuable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definitioncontingent shares issuance arrangement stock options.
+ References
+ Details
Name: |
vapi_ContingentSharesIssuanceArrangementStockOptions |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
vapi_ContingentSharesIssuanceArrangementStockOptionsOrWarrantsAbstract |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionContingent shares issuance arrangement warrants.
+ References
+ Details
Name: |
vapi_ContingentSharesIssuanceArrangementWarrants |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis=us-gaap_EmployeeStockOptionMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis=us-gaap_WarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Significant and Critical Accounting Policies and Practices (Details Textual) - USD ($)
|
12 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Significant and Critical Accounting Policies and Practices (Textual) |
|
|
Voting rights |
As a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation.
|
|
Allowance for doubtful accounts |
$ 1,373
|
$ 0
|
Bad debt expense |
1,774
|
170
|
Federal deposit insurance corporation premium expense |
$ 250,000
|
|
Tax benefit |
50.00%
|
|
Advertising costs |
$ 29,224
|
$ 24,800
|
Lease term, percentage |
75.00%
|
|
Excess of fair value of leased property, percentage |
90.00%
|
|
Capital leases description |
a. Transfer of ownership. The lease transfers ownership of the property to the lessee by the end of the lease term. This criterion is met in situations in which the lease agreement provides for the transfer of title at or shortly after the end of the lease term in exchange for the payment of a nominal fee, for example, the minimum required by statutory regulation to transfer title. b. Bargain purchase option. The lease contains a bargain purchase option. c. Lease term. The lease term is equal to 75 percent or more of the estimated economic life of the leased property. d. Minimum lease payments. The present value at the beginning of the lease term of the minimum lease payments, excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, including any profit thereon, equals or exceeds 90 percent of the excess of the fair value of the leased property to the lessor at lease inception over any related investment tax credit retained by the lessor and expected to be realized by the lessor.
|
|
X |
- DefinitionAmount charged to advertising expense for the period, which are expenses incurred with the objective of increasing revenue for a specified brand, product or product line.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 720 -SubTopic 35 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6420018&loc=d3e36677-107848
+ Details
Name: |
us-gaap_AdvertisingExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionFor an unclassified balance sheet, a valuation allowance for receivables due a company that are expected to be uncollectible.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=49124121&loc=d3e5074-111524
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.4) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_AllowanceForDoubtfulAccountsReceivable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionDescription of voting rights of common stock. Includes eligibility to vote and votes per share owned. Include also, if any, unusual voting rights.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644
+ Details
Name: |
us-gaap_CommonStockVotingRights |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA general description of the nature of the existing leasing arrangements of a lessor for all types of capital leases (sales-type, direct financing, leveraged) including, but not limited to: (1) unguaranteed residual values, if any, (2) restrictions imposed by lease arrangements; (3) unusual provisions or conditions; (4) contingent rentals, if any; and (5) lease expiration dates.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 30 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=25496975&loc=d3e45377-112738
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6452767&loc=d3e37045-112695
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 30 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=25496975&loc=d3e45424-112738
+ Details
Name: |
us-gaap_DescriptionOfLessorLeasingArrangementsCapitalLeases |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of expense for Federal Deposit Insurance Corporation (FDIC) insurance.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04.14) -URI http://asc.fasb.org/extlink&oid=6879574&loc=d3e536633-122882
+ Details
Name: |
us-gaap_FederalDepositInsuranceCorporationPremiumExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionStated as a percentage, the estimated or actual value of the asset at the end of its useful life or when it is no longer serviceable (cannot be used for its original purpose) divided by its [historical] capitalized cost.
+ References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentSalvageValuePercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAmount of expense related to write-down of receivables to the amount expected to be collected. Includes, but is not limited to, accounts receivable and notes receivable.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.5) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_ProvisionForDoubtfulAccounts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionPercentage of fair value of reporting unit in excess of carrying amount.
+ References
+ Details
Name: |
us-gaap_ReportingUnitPercentageOfFairValueInExcessOfCarryingAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
vapi_SignificantAndCriticalAccountingPoliciesAndPracticesTextualAbstract |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
X |
- DefinitionAmount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 24 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3521-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 25 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3536-108585
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Net Income -URI http://asc.fasb.org/extlink&oid=51831255
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.19) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.18) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.22) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Other Comprehensive Income -URI http://asc.fasb.org/extlink&oid=51831270
Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 19 -Article 5
Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph 20 -Article 9
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cumulative amount of the reporting entity's undistributed earnings or deficit.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.31(a)(3)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Article 3
+ Details
Name: |
us-gaap_RetainedEarningsAccumulatedDeficit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
vapi_GoingConcernTextualAbstract |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Property and Equipment (Details) - USD ($)
|
12 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Summary of property and equipment |
|
|
Less: Accumulated depreciation |
$ (81,513)
|
$ (67,739)
|
Property and equipment, net |
$ 87,668
|
$ 3,732
|
Auto [Member] |
|
|
Summary of property and equipment |
|
|
Estimated life |
3 years
|
3 years
|
Property and equipment, gross |
$ 12,522
|
$ 12,522
|
Furniture and fixtures [Member] |
|
|
Summary of property and equipment |
|
|
Estimated life |
5 years
|
5 years
|
Property and equipment, gross |
$ 23,743
|
$ 23,743
|
Tooling equipment [Member] |
|
|
Summary of property and equipment |
|
|
Estimated life |
4 years
|
4 years
|
Property and equipment, gross |
$ 97,710
|
|
Leasehold improvements [Member] |
|
|
Summary of property and equipment |
|
|
Estimated life |
5 years
|
5 years
|
Property and equipment, gross |
$ 35,206
|
$ 35,206
|
X |
- DefinitionAmount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.14) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.13) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.13) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 13 -Subparagraph a -Article 5
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 8 -Article 7
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentNetByTypeAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionUseful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.
+ References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentUsefulLife |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=vapi_AutoMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_FurnitureAndFixturesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_EquipmentMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_LeaseholdImprovementsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
X |
- DefinitionThe amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_Depreciation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
vapi_PropertyAndEquipmentTextualAbstract |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Intangible Assets (Details) - USD ($)
|
Dec. 31, 2015 |
Dec. 31, 2014 |
Intangible Assets [Abstract] |
|
|
Customer relationships |
$ 1,001,212
|
$ 1,001,212
|
Trademarks |
6,430
|
6,430
|
Intangible assets, gross |
1,007,642
|
1,007,642
|
Accumulated amortization |
(632,466)
|
(565,290)
|
Intangible assets, net |
$ 375,176
|
$ 442,352
|
X |
- DefinitionGross carrying amount before accumulated amortization as of the balance sheet date to an asset acquired in a business combination representing a favorable existing relationship with customers having a finite beneficial life.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph (a)(1) -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16323-109275
+ Details
Name: |
us-gaap_FiniteLivedCustomerRelationshipsGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAccumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph (a)(1) -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16323-109275
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsAccumulatedAmortization |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph (a)(1) -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16323-109275
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionGross carrying amount before accumulated amortization as of the balance sheet date for the rights acquired through registration of a trademark to gain or protect exclusive use of a business name, symbol or other device or style for a specified period of time.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph (a)(1) -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16323-109275
+ Details
Name: |
us-gaap_FiniteLivedTrademarksGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe net carrying amount as of the balance sheet date of other indefinite-lived and finite-lived intangible assets that are not separately presented on the statement of financial position.
+ References
+ Details
Name: |
us-gaap_OtherIntangibleAssetsNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
v3.3.1.900
X |
- DefinitionAmount of amortization expense for assets, excluding financial assets and goodwill, lacking physical substance with a finite life expected to be recognized after the fifth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.
+ References
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseAfterYearFive |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of amortization expense for assets, excluding financial assets and goodwill, lacking physical substance with a finite life expected to be recognized during the next fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph (a)(3) -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16323-109275
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of amortization expense for assets, excluding financial assets and goodwill, lacking physical substance with a finite life expected to be recognized during the fourth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph (a)(3) -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16323-109275
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFour |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of amortization expense for assets, excluding financial assets and goodwill, lacking physical substance with a finite life expected to be recognized during the third fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph (a)(3) -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16323-109275
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearThree |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of amortization expense for assets, excluding financial assets and goodwill, lacking physical substance with a finite life expected to be recognized during the second fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph (a)(3) -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16323-109275
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsFutureAmortizationExpenseAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph (a)(1) -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16323-109275
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
v3.3.1.900
X |
- DefinitionThe aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 45 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6388964&loc=d3e16225-109274
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph (a)(2) -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16323-109275
+ Details
Name: |
us-gaap_AmortizationOfIntangibleAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionUseful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ References
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetUsefulLife |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_IndefiniteLivedIntangibleAssetsByMajorClassAxis=us-gaap_TrademarksMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIncluding the current and noncurrent portions, aggregate carrying value as of the balance sheet date of loans payable (with maturities initially due after one year or beyond the operating cycle if longer).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.16) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16(a)(2)) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5
+ Details
Name: |
us-gaap_LoansPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.3.1.900
Note and Loan Payable (Details 1) - USD ($)
|
Dec. 31, 2015 |
Dec. 31, 2014 |
Note and Loan Payable and Convertible Notes Payable [Abstract] |
|
|
4.75% Promissory note of $100,000 issued to Bank of the West on May 10, 2011 payable over 60 consecutive monthly installments with monthly principal payment of $1,650 and interest starting in June 2012 |
$ 25,050
|
$ 44,850
|
Less : Current maturities |
19,800
|
19,800
|
Note payable, net of current maturities |
$ 5,250
|
$ 25,050
|
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCarrying value as of the balance sheet date of notes payable (with maturities initially due after one year or beyond the operating cycle if longer), excluding current portion.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_LongTermNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionIncluding the current and noncurrent portions, aggregate carrying amount of all types of notes payable, as of the balance sheet date, with initial maturities beyond one year or beyond the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.16) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 13, 16 -Article 9
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5
+ Details
Name: |
us-gaap_NotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_NotesPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.3.1.900
Note and Loan Payable (Details 2) - USD ($)
|
Dec. 31, 2015 |
Dec. 31, 2014 |
Note and Loan Payable and Convertible Notes Payable [Abstract] |
|
|
2016 |
$ 20,559
|
|
2017 |
5,294
|
|
Total remaining payments |
25,853
|
|
Less interest portion |
(803)
|
|
Total remaining principal payments |
25,050
|
$ 44,850
|
Less : Current maturities |
19,800
|
19,800
|
Note payable, net of current maturities |
$ 5,250
|
$ 25,050
|
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of interest payable on debt, including, but not limited to, trade payables.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.15(5)) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.15(a)) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
+ Details
Name: |
us-gaap_InterestPayableCurrentAndNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of long-term debt payable, sinking fund requirements, and other securities issued that are redeemable by holder at fixed or determinable prices and dates maturing in the next fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-04.(a)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e24072-122690
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6802200&loc=d3e1835-112601
+ Details
Name: |
us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInNextTwelveMonths |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of long-term debt payable, sinking fund requirements, and other securities issued that are redeemable by holder at fixed or determinable prices and dates maturing in the third fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6802200&loc=d3e1835-112601
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-04.(a)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e24072-122690
+ Details
Name: |
us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInYearThree |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of long-term debt payable, sinking fund requirements, and other securities issued that are redeemable by holder at fixed or determinable prices and dates maturing in the second fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6802200&loc=d3e1835-112601
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-04.(a)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e24072-122690
+ Details
Name: |
us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInYearTwo |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of notes payable (with maturities initially due after one year or beyond the operating cycle if longer), excluding current portion.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_LongTermNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionIncluding the current and noncurrent portions, aggregate carrying amount of all types of notes payable, as of the balance sheet date, with initial maturities beyond one year or beyond the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.16) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 13, 16 -Article 9
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5
+ Details
Name: |
us-gaap_NotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_NotesPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.3.1.900
X |
- DefinitionEffective interest rate for the funds borrowed under the debt agreement considering interest compounding and original issue discount or premium.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)(1)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28551-108399
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateEffectivePercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDate the debt instrument was issued, in CCYY-MM-DD format.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtInstrumentIssuanceDate1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of the required periodic payments applied to principal.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtInstrumentPeriodicPaymentPrincipal |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionMaximum borrowing capacity under the credit facility without consideration of any current restrictions on the amount that could be borrowed or the amounts currently outstanding under the facility.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19(b),22(b)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_LineOfCreditFacilityMaximumBorrowingCapacity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe fair value of notes issued in noncash investing and financing activities.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4332-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4304-108586
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4313-108586
+ Details
Name: |
us-gaap_NotesIssued1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
vapi_LoanAndNotePayableTextualAbstract |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=us-gaap_LoansPayableMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=us-gaap_NotesPayableToBanksMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Related Party Transactions (Details) - USD ($)
|
12 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Related party transactions (Textual) |
|
|
Advances from related party |
$ 300,500
|
$ 266,000
|
Repayments to related party for advances |
(74,000)
|
(130,000)
|
Due to related party |
$ 370,614
|
136,000
|
Interest rate |
5.00%
|
|
Accrued interest |
$ 7,114
|
0
|
Interest paid |
|
$ 1,470
|
X |
- DefinitionContractual interest rate for funds borrowed, under the debt agreement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)(1)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateStatedPercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe amount of cash paid for interest during the period net of cash paid for interest that is capitalized.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4297-108586
+ Details
Name: |
us-gaap_InterestPaidNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionCarrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Current Liabilities -URI http://asc.fasb.org/extlink&oid=6509677
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 9 -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e7018-107765
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6935-107765
+ Details
Name: |
us-gaap_InterestPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionRelated party transactions.
+ References
+ Details
Name: |
vapi_RelatedPartyTransactionsTextualAbstract |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
X |
- DefinitionAmount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 1A -URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28541-108399
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.8) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_AmortizationOfDebtDiscountPremium |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionCarrying amount of long-term convertible debt as of the balance sheet date, net of the amount due in the next twelve months or greater than the normal operating cycle, if longer. The debt is convertible into another form of financial instrument, typically the entity's common stock.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_ConvertibleDebtNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of the portion of long-term debt due within one year or the operating cycle if longer identified as Convertible Notes Payable. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_ConvertibleNotesPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_ShortTermDebtLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
vapi_RemainingAmortizationDiscount |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=us-gaap_ConvertibleNotesPayableMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Convertible Notes Payable (Details Textual) - USD ($)
|
|
12 Months Ended |
Apr. 03, 2015 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Convertible Notes Payable (Textual) |
|
|
|
Percentage of convertible debentures |
0.60%
|
|
|
Warrants issued to acquire common stock |
500,000
|
|
|
Amortization of deferred financing cost |
|
$ 11,148
|
|
Securities Purchase Agreement [Member] |
|
|
|
Convertible Notes Payable (Textual) |
|
|
|
Subscription amount |
$ 500,000
|
|
|
Percentage of convertible debentures |
6.00%
|
|
|
Warrants issued to acquire common stock |
500,000
|
|
|
Exercise price per share, warrants |
$ 0.60
|
|
|
Warrant [Member] |
|
|
|
Convertible Notes Payable (Textual) |
|
|
|
Warrants issued to acquire common stock |
|
500,000
|
|
Exercise price per share, warrants |
|
$ 0.60
|
|
Warrant expiration period |
|
5 years
|
|
6% Convertible Debenture [Member] |
|
|
|
Convertible Notes Payable (Textual) |
|
|
|
Percentage of convertible debentures |
|
6.00%
|
|
Exercise price per share, warrants |
|
$ 0.50
|
|
Principal amount of Debentures |
|
$ 500,000
|
|
Amortization of deferred financing cost |
|
$ 22,500
|
|
Maturity date debenture |
|
Oct. 03, 2016
|
|
X |
- DefinitionAmount of noncash expense included in interest expense to issue debt and obtain financing associated with the related debt instruments. Alternate captions include noncash interest expense.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.8) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph 8 -Article 9
+ Details
Name: |
us-gaap_AmortizationOfFinancingCosts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionExercise price per share or per unit of warrants or rights outstanding.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(i)(4)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
+ Details
Name: |
us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionFace (par) amount of debt instrument at time of issuance.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 55 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=34725769&loc=d3e28878-108400
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28551-108399
+ Details
Name: |
us-gaap_DebtInstrumentFaceAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionDate when the debt instrument is scheduled to be fully repaid, in CCYY-MM-DD format.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)(2)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtInstrumentMaturityDate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPercentage price of original principal amount of debt at which debt can be redeemed by the issuer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 470 -Section 50 -Paragraph 3 -Subparagraph e -URI http://asc.fasb.org/extlink&oid=6479336&loc=d3e64711-112823
+ Details
Name: |
us-gaap_DebtInstrumentRedemptionPricePercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
vapi_ConvertibleNotesPayableTextualAbstract |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of subscription received from certain accredited investors.
+ References
+ Details
Name: |
vapi_SubscriptionAmount |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionWarrant expiration period,
+ References
+ Details
Name: |
vapi_WarrantExpirationPeriod |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWarrants issued to acquire common stock.
+ References
+ Details
Name: |
vapi_WarrantsIssuedToAcquireCommonStock |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_FinancialInstrumentAxis=vapi_SecuritiesPurchaseAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_WarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=vapi_DebentureMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
X |
- DefinitionExpected dividends to be paid to holders of the underlying shares or financial instruments (expressed as a percentage of the share or instrument's price).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (e) -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19207-110258
+ Details
Name: |
us-gaap_FairValueAssumptionsExpectedDividendRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPeriod the instrument, asset or liability is expected to be outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (e) -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19207-110258
+ Details
Name: |
us-gaap_FairValueAssumptionsExpectedTerm |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionMeasure of dispersion, in percentage terms (for instance, the standard deviation or variance), for a given stock price.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (e) -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19207-110258
+ Details
Name: |
us-gaap_FairValueAssumptionsExpectedVolatilityRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionRisk-free interest rate assumption used in valuing an instrument.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (e) -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19207-110258
+ Details
Name: |
us-gaap_FairValueAssumptionsRiskFreeInterestRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPrice of a single share of a number of saleable stocks of a company.
+ References
+ Details
Name: |
us-gaap_SharePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionWeighted average strike price.
+ References
+ Details
Name: |
vapi_FairValueAssumptionsWeightedAverageStrikePrice |
Namespace Prefix: |
vapi_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_RangeAxis=us-gaap_MinimumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_RangeAxis=us-gaap_MaximumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
X |
- DefinitionAmount of increase (decrease) in the fair value of derivatives recognized in the income statement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4A -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5618551-113959
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4C -Subparagraph (a),(c),(d),(e) -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624171-113959
+ Details
Name: |
us-gaap_DerivativeGainLossOnDerivativeNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionFair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled after one year or the normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 20 -Section 50 -Paragraph 3 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 45 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6945355&loc=d3e41228-113958
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 10 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13433-108611
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 45 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6945355&loc=d3e41271-113958
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 15 -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13495-108611
+ Details
Name: |
us-gaap_DerivativeLiabilitiesNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDebt discount in connection with conversion option of Debentures and detachable warrants.
+ References
+ Details
Name: |
vapi_DebtDiscountOfDebentureAndWarrants |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionExcess of fair value over debt discount.
+ References
+ Details
Name: |
vapi_ExcessOfFairValueOverDebtDiscount |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
v3.3.1.900
Derivative Liabilities (Details Textual) - USD ($)
|
12 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Derivative Liabilities (Textual) |
|
|
Derivative expense |
$ 188,378
|
|
Debt Discount |
500,000
|
|
Change in fair value of derivative liabilities |
485,725
|
|
Derivative liability |
78,471
|
|
Amortization of debt discount |
247,724
|
|
Amortization of deferred financing cost |
11,148
|
|
Accrued interest related to debenture amount |
22,456
|
|
Derivative [Member] |
|
|
Derivative Liabilities (Textual) |
|
|
Debt Discount |
250,407
|
|
Warrants [Member] |
|
|
Derivative Liabilities (Textual) |
|
|
Debt Discount |
249,593
|
|
Derivative liability |
$ 124,182
|
|
X |
- DefinitionAmount of noncash expense included in interest expense to issue debt and obtain financing associated with the related debt instruments. Alternate captions include noncash interest expense.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.8) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph 8 -Article 9
+ Details
Name: |
us-gaap_AmortizationOfFinancingCosts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of noncash expense included in interest expense to allocate debt discount and premium, and the costs to issue debt and obtain financing over the related debt instruments. Alternate captions include noncash interest expense.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_AmortizationOfFinancingCostsAndDiscounts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of gain (loss) from the increase (decrease) in fair value of derivative and nonderivative instruments designated as fair value hedging instruments recognized in the income statement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 25 -Section 50 -Paragraph 1 -Subparagraph (a)(1) -URI http://asc.fasb.org/extlink&oid=6886632&loc=d3e76258-113986
+ Details
Name: |
us-gaap_ChangeInUnrealizedGainLossOnFairValueHedgingInstruments1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of accrued but unpaid interest on deposit liabilities.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.15(5)) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
+ Details
Name: |
us-gaap_DepositLiabilitiesAccruedInterest |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionFair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 20 -Section 55 -Paragraph 10 -URI http://asc.fasb.org/extlink&oid=51825145&loc=SL20226008-175313
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 15 -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13495-108611
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 20 -Section 50 -Paragraph 3 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 10 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13433-108611
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 45 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6945355&loc=d3e41271-113958
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 45 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6945355&loc=d3e41228-113958
+ Details
Name: |
us-gaap_DerivativeLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of derivative expense.
+ References
+ Details
Name: |
vapi_DerivativeExpense |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
vapi_DerivativeLiabilitiesTextualAbstract |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_FinancialInstrumentAxis=us-gaap_DerivativeMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_WarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
X |
- DefinitionFuture minimum rental payments in aggregate as of the balance sheet date under operating leases.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 20 -Section 50 -Paragraph 4 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6454179&loc=d3e41551-112718
+ Details
Name: |
us-gaap_OperatingLeasesFutureMinimumPaymentsReceivable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFuture rental payments receivable within the fourth year from the balance sheet date under an operating lease.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 20 -Section 50 -Paragraph 4 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6454179&loc=d3e41551-112718
+ Details
Name: |
us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableInFourYears |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionFuture rental payments receivable within the third year from the balance sheet date under an operating lease.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 20 -Section 50 -Paragraph 4 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6454179&loc=d3e41551-112718
+ Details
Name: |
us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableInThreeYears |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionFuture rental payments receivable within the second year from the balance sheet date under an operating lease.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 20 -Section 50 -Paragraph 4 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6454179&loc=d3e41551-112718
+ Details
Name: |
us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableInTwoYears |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
v3.3.1.900
Commitments and Contingencies (Details Textual)
|
|
1 Months Ended |
12 Months Ended |
|
Feb. 20, 2015
USD ($)
Term
$ / shares
shares
|
Aug. 31, 2015
USD ($)
|
Feb. 28, 2013
USD ($)
|
Aug. 31, 2011
USD ($)
|
Dec. 31, 2015
USD ($)
ft²
|
Dec. 31, 2014
USD ($)
|
Jun. 30, 2014
ft²
|
Commitments and Contingencies (Textual) |
|
|
|
|
|
|
|
Number of initial term | Term |
6
|
|
|
|
|
|
|
Initial fee payable upon completion of capital raise |
$ 25,000
|
|
|
|
|
|
|
Capital raise |
$ 250,000
|
|
|
|
|
|
|
Value of number of common stock | shares |
125,000
|
|
|
|
|
|
|
Price per share | $ / shares |
$ 0.50
|
|
|
|
|
|
|
Rent expense |
|
|
|
|
$ 61,662
|
$ 72,188
|
|
Leasing Arrangement [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies (Textual) |
|
|
|
|
|
|
|
Lease expiration date |
|
Dec. 31, 2018
|
|
Jun. 30, 2014
|
Sep. 30, 2030
|
|
|
Area of office and warehousing space | ft² |
|
|
|
|
3,200
|
|
5,000
|
Monthly base rent |
|
$ 5,050
|
|
$ 2,590
|
$ 3,135
|
|
|
Term of lease agreement |
|
|
|
1 year
|
|
|
|
Joint Marketing Agreement [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies (Textual) |
|
|
|
|
|
|
|
Initial fee payable upon completion of capital raise |
$ 40,000
|
|
|
|
|
|
|
Capital raise |
500,000
|
|
|
|
|
|
|
Charges for per month |
$ 5,000
|
|
|
|
|
|
|
Value of number of common stock | shares |
125,000
|
|
|
|
|
|
|
Common stock, payable day |
5 days
|
|
|
|
|
|
|
Number of common stock share due | shares |
125,000
|
|
|
|
|
|
|
Motor vehicle lease agreement [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies (Textual) |
|
|
|
|
|
|
|
Monthly base rent |
|
|
$ 759
|
|
|
|
|
Term of lease agreement |
|
|
24 months
|
|
|
|
|
X |
- DefinitionThe amount of total capital as defined in the regulations.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 948 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6490092&loc=d3e47304-110998
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 505 -Section 50 -Paragraph 1H -Subparagraph (c)(1) -URI http://asc.fasb.org/extlink&oid=35709795&loc=d3e65071-112826
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 505 -Section 50 -Paragraph 1H -Subparagraph (c)(2) -URI http://asc.fasb.org/extlink&oid=35709795&loc=d3e65071-112826
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 948 -SubTopic 10 -Section 50 -Paragraph 3 -Subparagraph (c)(1) -URI http://asc.fasb.org/extlink&oid=6490092&loc=d3e47080-110998
+ Details
Name: |
us-gaap_Capital |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionPeriod of time between issuance and maturity of debt instrument, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ References
+ Details
Name: |
us-gaap_DebtInstrumentTerm |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of rent expense incurred for leased assets, including but not limited to, furniture and equipment, that is not directly or indirectly associated with the manufacture, sale or creation of a product or product line.
+ References
+ Details
Name: |
us-gaap_LeaseAndRentalExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionDate which lease or group of leases is set to expire, in CCYY-MM-DD format.
+ References
+ Details
Name: |
us-gaap_LeaseExpirationDate1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTerm of the lessee's leasing arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ References
+ Details
Name: |
us-gaap_LesseeLeasingArrangementsOperatingLeasesTermOfContract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionExpenditures for planning and executing the conception, pricing, promotion, and distribution of ideas, goods, and services. Costs of public relations and corporate promotions are typically considered to be marketing costs.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.4) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_MarketingExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThis element represents the payments that the lessee is obligated to make or can be required to make in connection with a property under the terms of an agreement classified as an operating lease, excluding contingent rentals and a guarantee by the lessee of the lessor's debt and the lessee's obligation to pay (apart from the rental payments) executory costs such as insurance, maintenance, and taxes.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6453985&loc=d3e41499-112717
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 10 -Section 25 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=7661868&loc=d3e34039-112682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 10 -Section 55 -Paragraph 40 -Subparagraph (Note 3) -URI http://asc.fasb.org/extlink&oid=6584154&loc=d3e38371-112697
+ Details
Name: |
us-gaap_OperatingLeasesRentExpenseMinimumRentals |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionPer share or per unit amount of equity securities issued.
+ References
+ Details
Name: |
us-gaap_SharesIssuedPricePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of new stock issued during the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29, 30 -Article 5
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares of stock issued during the period that is attributable to transactions involving issuance of stock not separately disclosed.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesOther |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
vapi_CommitmentsAndContingenciesTextualAbstract |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionMonthly payment for potential sources of capital.
+ References
+ Details
Name: |
vapi_MonthlyCharges |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionRepresents the number of tetms.
+ References
+ Details
Name: |
vapi_NumberOfTerms |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:integerItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_DeferredRevenueArrangementTypeAxis=us-gaap_LeasingArrangementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DeferredRevenueArrangementTypeAxis=vapi_JointMarketingAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DeferredRevenueArrangementTypeAxis=vapi_MotorVehicleLeaseAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Stockholders' Deficit (Details) - Warrants [Member] - USD ($)
|
12 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Summary of stock warrant activities |
|
|
Beginning Balance, Number of Warrants/Option |
1,263
|
|
Recapitalization Number of Warrants |
|
1,263
|
Issued, Number of Warrants |
500,000
|
|
Exercised/forfeited/expired, Number of Warrants |
|
|
Ending Balance, Number of Warrants/Option |
501,263
|
1,263
|
Warrants/Options exercisable, Number of Warrants/Option |
501,263
|
|
Beginning Balance, Weighted Average Exercise Price |
$ 1,248
|
|
Recapitalization, Weighted Average Exercise Price |
|
$ 1,248
|
Issued, Weighted Average Exercise Price |
$ 0.60
|
|
Exercised/forfeited/expired, Weighted Average Exercise Price |
|
|
Ending Balance, Weighted Average Exercise Price |
$ 3.74
|
$ 1,248
|
Warrants/Options exercisable, Weighted Average Exercise Price |
$ 3.74
|
|
Beginning Balance, Weighted Average Remaining Contractual Life (Years) |
2 years 1 month 10 days
|
0 years
|
Recapitalization Weighted Average Remaining Contractual Life (Years) |
|
2 years 1 month 10 days
|
Issued, Weighted Average Remaining Contractual Life (Years) |
5 years
|
0 years
|
Ending Balance, Weighted Average Remaining Contractual Life (Years) |
4 years 3 months
|
2 years 1 month 10 days
|
Warrants exercisable, Weighted Average Remaining Contractual Life (Years) |
4 years 3 months
|
|
Warrants outstanding, Aggregate Intrinsic Value |
|
|
Warrants exercisable, Aggregate Intrinsic Value |
|
|
X |
- DefinitionThe number of shares into which fully or partially vested stock options outstanding as of the balance sheet date can be currently converted under the option plan.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iii) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe weighted-average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of options outstanding and currently exercisable under the stock option plan.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iii) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(3) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionGross number of share options (or share units) granted during the period.
+ References
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount by which the current fair value of the underlying stock exceeds the exercise price of options outstanding.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionNumber of options outstanding, including both vested and non-vested options.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c)(1)(i)-(ii) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionA roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.
+ References
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c)(1)(i) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionWeighted average price at which grantees could have acquired the underlying shares with respect to stock options that were terminated.
+ References
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average per share amount at which grantees can acquire shares of common stock by exercise of options.
+ References
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of difference between fair value of the underlying shares reserved for issuance and exercise price of vested portions of options outstanding and currently exercisable.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionWeighted average remaining contractual term for vested portions of options outstanding and currently exercisable or convertible, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (e)(1) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionGross number of share options (or share units) recapitalized during the period.
+ References
+ Details
Name: |
vapi_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsRecapitalizedInPeriod |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average per share amount at which capitalization can acquire shares of common stock by exercise of options.
+ References
+ Details
Name: |
vapi_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsRecapitalizedInPeriodWeightedAverageExercisePrice |
Namespace Prefix: |
vapi_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average remaining contractual term for option awards recapitalized, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ References
+ Details
Name: |
vapi_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsRecapitalizedWeightedAverageRemainingContractualTerm |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average remaining contractual term for option awards recapitalized, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ References
+ Details
Name: |
vapi_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsRecapitalizedInPeriodWeightedAverageRemainingContractualTerm |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ References
+ Details
Name: |
vapi_SharebasedCompensationArrangementBySharebasedPaymentAwardWarrantsGrantedOutstandingWeightedAverageRemainingContractualTerm |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_AwardTypeAxis=us-gaap_WarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Stockholders' Deficit (Details 1) - Options [Member] - USD ($)
|
12 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Summary of option activities |
|
|
Beginning Balance, Number of Warrants/Option |
100
|
|
Recapitalization, Number of Options |
|
100
|
Issued, Number of Options |
|
|
Exercised/forfeited/expired, Number of Options |
|
|
Ending Balance, Number of Warrants/Option |
100
|
100
|
Warrants/Options exercisable, Number of Warrants/Option |
100
|
|
Beginning Balance, Weighted Average Exercise Price |
$ 700
|
|
Recapitalization, Weighted Average Exercise Price |
|
$ 700
|
Issued, Weighted Average Exercise Price |
|
|
Exercised/forfeited/expired, Weighted Average Exercise Price |
|
|
Ending Balance, Weighted Average Exercise Price |
$ 700
|
$ 700
|
Warrants/Options exercisable, Weighted Average Exercise Price |
$ 700
|
|
Beginning Balance, Weighted Average Remaining Contractual Life (Years) |
2 years 2 months 1 day
|
0 years
|
Recapitalization Weighted Average Remaining Contractual Life (Years) |
|
2 years 2 months 1 day
|
Ending Balance, Weighted Average Remaining Contractual Life (Years) |
1 year 2 months 1 day
|
2 years 2 months 1 day
|
Options exercisable, Weighted Average Remaining Contractual Life (Years) |
1 year 2 months 1 day
|
|
Option outstanding, Aggregate Intrinsic Value |
|
|
Option exercisable, Aggregate Intrinsic Value |
|
|
X |
- DefinitionThe number of shares into which fully or partially vested stock options outstanding as of the balance sheet date can be currently converted under the option plan.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iii) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe weighted-average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of options outstanding and currently exercisable under the stock option plan.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iii) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionFor presentations that combine terminations, the number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan or that expired.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(3)-(4) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average price of options that were either forfeited or expired.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(3)-(4) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionGross number of share options (or share units) granted during the period.
+ References
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount by which the current fair value of the underlying stock exceeds the exercise price of options outstanding.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionNumber of options outstanding, including both vested and non-vested options.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c)(1)(i)-(ii) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionA roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.
+ References
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c)(1)(i) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionWeighted average per share amount at which grantees can acquire shares of common stock by exercise of options.
+ References
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of difference between fair value of the underlying shares reserved for issuance and exercise price of vested portions of options outstanding and currently exercisable.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionWeighted average remaining contractual term for vested portions of options outstanding and currently exercisable or convertible, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (e)(1) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionGross number of share options (or share units) recapitalized during the period.
+ References
+ Details
Name: |
vapi_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsRecapitalizedInPeriod |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average per share amount at which capitalization can acquire shares of common stock by exercise of options.
+ References
+ Details
Name: |
vapi_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsRecapitalizedInPeriodWeightedAverageExercisePrice |
Namespace Prefix: |
vapi_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average remaining contractual term for option awards recapitalized, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ References
+ Details
Name: |
vapi_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsRecapitalizedWeightedAverageRemainingContractualTerm |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average remaining contractual term for option awards recapitalized, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ References
+ Details
Name: |
vapi_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsRecapitalizedInPeriodWeightedAverageRemainingContractualTerm |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_AwardTypeAxis=us-gaap_EmployeeStockOptionMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Stockholders' Deficit (Details Textual) - USD ($)
|
|
|
1 Months Ended |
12 Months Ended |
Apr. 03, 2015 |
Feb. 20, 2015 |
Jul. 31, 2015 |
Feb. 28, 2015 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Stockholders' Equity (Textual) |
|
|
|
|
|
|
Common stock, shares authorized |
|
|
|
|
100,000,000
|
100,000,000
|
Common stock, par value |
|
|
|
|
$ 0.001
|
$ 0.001
|
Preferred stock, shares authorized |
|
|
|
|
20,000,000
|
20,000,000
|
Preferred stock, par value |
|
|
|
|
$ 0.001
|
$ 0.001
|
Company granted Shares |
|
125,000
|
|
|
|
|
Fair value of common share |
|
|
$ 0.50
|
|
|
|
Common share issued for accounting services |
|
|
|
|
$ 92,501
|
|
Common stock, shares issued |
|
|
|
|
48,466,819
|
48,280,962
|
Common stock, shares outstanding |
|
|
|
|
48,466,819
|
48,280,962
|
Warrants issued to acquire common stock |
500,000
|
|
|
|
|
|
Percentage of convertible debentures |
0.60%
|
|
|
|
|
|
Common stock [Member] |
|
|
|
|
|
|
Stockholders' Equity (Textual) |
|
|
|
|
|
|
Common share issued for accounting services |
|
|
|
|
$ 186
|
|
Common share issued for accounting services, Shares |
|
|
|
|
185,857
|
|
Recapitalization of company shares |
|
|
|
|
9,656,194
|
|
Additional Paid-in Capital [Member] |
|
|
|
|
|
|
Stockholders' Equity (Textual) |
|
|
|
|
|
|
Common share issued for accounting services |
|
|
|
|
$ 92,315
|
|
Reclassification of undistributed retained earnings to additional paid-in capital |
|
|
|
|
|
$ (389,233)
|
Stock Options [Member] |
|
|
|
|
|
|
Stockholders' Equity (Textual) |
|
|
|
|
|
|
Unrecognized compensation costs related to non-vested share-based compensation |
|
|
|
|
0
|
|
Weighted-average grant-date fair value |
|
|
|
|
|
|
Share exchange agreement [Member] |
|
|
|
|
|
|
Stockholders' Equity (Textual) |
|
|
|
|
|
|
Common stock, shares issued |
|
|
|
|
|
38,624,768
|
Voting percentage of subsidiary |
|
|
|
|
|
80.00%
|
Share exchange agreement [Member] | Common stock [Member] |
|
|
|
|
|
|
Stockholders' Equity (Textual) |
|
|
|
|
|
|
Common stock, shares issued |
|
|
|
|
|
9,656,194
|
Common stock, shares outstanding |
|
|
|
|
|
9,656,194
|
Shares of common stock issued for acquisition |
|
|
|
|
|
38,624,768
|
Percentage of common stock acquired |
|
|
|
|
|
100.00%
|
Investor [Member] |
|
|
|
|
|
|
Stockholders' Equity (Textual) |
|
|
|
|
|
|
Company granted Shares |
|
|
|
125,000
|
|
|
Fair value of common share |
|
|
|
$ 0.50
|
|
|
Common share value |
|
|
|
$ 62,500
|
62,500
|
|
Consultant [Member] |
|
|
|
|
|
|
Stockholders' Equity (Textual) |
|
|
|
|
|
|
Common share issued for accounting services |
|
|
$ 30,000
|
|
$ 30,000
|
|
Common share issued for accounting services, Shares |
|
|
60,857
|
|
|
|
X |
- DefinitionAmount of other increase (decrease) in additional paid in capital (APIC).
+ References
+ Details
Name: |
us-gaap_AdjustmentsToAdditionalPaidInCapitalOther |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionPercentage price of original principal amount of debt at which debt can be redeemed by the issuer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 470 -Section 50 -Paragraph 3 -Subparagraph e -URI http://asc.fasb.org/extlink&oid=6479336&loc=d3e64711-112823
+ Details
Name: |
us-gaap_DebtInstrumentRedemptionPricePercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionUnrecognized cost of unvested options awarded to employees as compensation.
+ References
+ Details
Name: |
us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedStockOptions |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe parent entity's interest in net assets of the subsidiary, expressed as a percentage.
+ References
+ Details
Name: |
us-gaap_MinorityInterestOwnershipPercentageByParent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionFace amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionPer share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction.
+ References
+ Details
Name: |
us-gaap_SaleOfStockPricePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionWeighted average per share amount at which grantees can acquire shares of common stock by exercise of options.
+ References
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares of stock issued during the period pursuant to acquisitions.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28,29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29, 30 -Article 5
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesAcquisitions |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesIssuedForServices |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of new stock issued during the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29, 30 -Article 5
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionValue of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueIssuedForServices |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionEquity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29, 30, 31 -Article 5
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionPercentage of common stock acquired at the acquisition date in the business combination.
+ References
+ Details
Name: |
vapi_BusinessAcquisitionPercentageOfCommonStockAcquired |
Namespace Prefix: |
vapi_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionRecapitalization of the company shares
+ References
+ Details
Name: |
vapi_RecapitalizationOfCompanyShares |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
vapi_StockholdersEquityTextualAbstract |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWarrants issued to acquire common stock.
+ References
+ Details
Name: |
vapi_WarrantsIssuedToAcquireCommonStock |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_AdditionalPaidInCapitalMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_AwardTypeAxis=us-gaap_EmployeeStockOptionMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_AwardTypeAxis=vapi_ShareExchangeAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TitleOfIndividualAxis=us-gaap_InvestorMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TitleOfIndividualAxis=vapi_ConsultantsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
X |
- Details
Name: |
us-gaap_StatementScenarioAxis=us-gaap_PredecessorMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
X |
- DefinitionAmount of noncash expense included in interest expense to allocate debt discount and premium, and the costs to issue debt and obtain financing over the related debt instruments. Alternate captions include noncash interest expense.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_AmortizationOfFinancingCostsAndDiscounts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
v3.3.1.900
X |
- DefinitionAmount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (b),(c) -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32537-109319
+ Details
Name: |
us-gaap_DeferredTaxAssetsNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_DeferredTaxAssetsNetAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 25 -Paragraph 20 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=51675352&loc=d3e28680-109314
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32621-109319
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32632-109319
+ Details
Name: |
us-gaap_DeferredTaxAssetsOperatingLossCarryforwards |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32537-109319
+ Details
Name: |
us-gaap_DeferredTaxAssetsValuationAllowance |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.3.1.900
X |
- DefinitionAmount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 3 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32559-109319
+ Details
Name: |
us-gaap_OperatingLossCarryforwards |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionIncometaxes provision textual
+ References
+ Details
Name: |
vapi_IncomeTaxesProvisionTextualAbstract |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionOperating loss carry forwards expiration date one.
+ References
+ Details
Name: |
vapi_OperatingLossCarryForwardsExpirationDateone |
Namespace Prefix: |
vapi_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_ConcentrationRiskLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 18 -URI http://asc.fasb.org/extlink&oid=51801978&loc=d3e6351-108592
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 20 -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13531-108611
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 20 -URI http://asc.fasb.org/extlink&oid=51801978&loc=d3e6404-108592
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 21 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13537-108611
+ Details
Name: |
us-gaap_ConcentrationRiskPercentage1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTotal costs related to goods produced and sold during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.2(a)) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_CostOfGoodsSold |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_ConcentrationRiskByBenchmarkAxis=us-gaap_AccountsReceivableMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ConcentrationRiskByBenchmarkAxis=us-gaap_SalesRevenueNetMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Subsequent Events (Details)
|
|
|
1 Months Ended |
12 Months Ended |
|
Jan. 12, 2016
USD ($)
Directors
$ / shares
shares
|
Jan. 07, 2016
USD ($)
$ / shares
shares
|
Feb. 29, 2016
USD ($)
|
Dec. 31, 2015
USD ($)
shares
|
Jul. 31, 2015
$ / shares
|
Subsequent Event [Line Items] |
|
|
|
|
|
Fair value of common stock issued for services | $ |
|
|
|
$ 92,501
|
|
Fair value of common per share |
|
|
|
|
$ 0.50
|
Common Stock [Member] |
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
Common share issued for services, Shares | shares |
|
|
|
185,857
|
|
Fair value of common stock issued for services | $ |
|
|
|
$ 186
|
|
Subsequent Event [Member] |
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
Unsecured debt | $ |
|
|
$ 50,000
|
|
|
Consecutive monthly installments |
|
|
36 consecutive monthly installments
|
|
|
Principal and interest payment amount | $ |
|
|
$ 1,506
|
|
|
Loan bears interest |
|
|
5.28%
|
|
|
Subsequent Event [Member] | Board of directors [Member] |
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
Common share issued for services, Shares | shares |
200,000
|
|
|
|
|
Fair value of common stock issued for services | $ |
$ 70,000
|
|
|
|
|
Fair value of common per share |
$ 0.35
|
|
|
|
|
Number of directors | Directors |
2
|
|
|
|
|
Subsequent Event [Member] | Consultant [Member] |
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
Common share issued for services, Shares | shares |
|
500,000
|
|
|
|
Fair value of common stock issued for services | $ |
|
$ 175,000
|
|
|
|
Fair value of common per share |
|
$ 0.35
|
|
|
|
Agreement term |
|
8 months
|
|
|
|
Exercisable price |
$ 0.10
|
|
|
|
|
Subsequent Event [Member] | Consultant One [Member] |
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
Common share issued for services, Shares | shares |
100,000
|
|
|
|
|
Fair value of common stock issued for services | $ |
$ 35,000
|
|
|
|
|
Fair value of common per share |
$ 0.35
|
|
|
|
|
Subsequent Event [Member] | Consultant Two [Member] |
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
Common share issued for services, Shares | shares |
500,000
|
|
|
|
|
Fair value of common stock issued for services | $ |
$ 175,000
|
|
|
|
|
Fair value of common per share |
$ 0.35
|
|
|
|
|
Subsequent Event [Member] | Consultant Three [Member] |
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
Exercisable price |
$ 0.10
|
|
|
|
|
Option grantes | shares |
400,000
|
|
|
|
|
Options granted vesting |
3 years
|
|
|
|
|
Subsequent Event [Member] | Employees [Member] | Chief Executive Officer [Member] |
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
Exercisable price |
$ 0.10
|
|
|
|
|
Option grantes | shares |
2,080,000
|
|
|
|
|
Options granted vesting |
3 years
|
|
|
|
|
Subsequent Event [Member] | Employee Stock Option [Member] |
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
Option grantes | shares |
2,080,000
|
|
|
|
|
Value of option grantes | $ |
$ 728,000
|
|
|
|
|
Option per price |
$ 0.35
|
|
|
|
|
Stock price |
$ 0.35
|
|
|
|
|
Expected term |
5 years
|
|
|
|
|
Volatility |
286.00%
|
|
|
|
|
Risk free interest rate |
1.55%
|
|
|
|
|
Subsequent Event [Member] | Employee Stock Option [Member] | Consultant [Member] |
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
Exercisable price |
$ 0
|
|
|
|
|
Subsequent Event [Member] | Employee Stock Option [Member] | Consultant Three [Member] |
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
Option grantes | shares |
400,000
|
|
|
|
|
Value of option grantes | $ |
$ 140,000
|
|
|
|
|
Option per price |
$ 0.35
|
|
|
|
|
Stock price |
$ 0.35
|
|
|
|
|
Expected term |
5 years
|
|
|
|
|
Volatility |
286.00%
|
|
|
|
|
Risk free interest rate |
1.55%
|
|
|
|
|
X |
- DefinitionDescription of the frequency of periodic payments (monthly, quarterly, annual).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 470 -Section 50 -Paragraph 3 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=6479336&loc=d3e64711-112823
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtInstrumentFrequencyOfPeriodicPayment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe average effective interest rate during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28551-108399
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)(1)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateDuringPeriod |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of the required periodic payments applied to interest.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtInstrumentPeriodicPaymentInterest |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionPer share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction.
+ References
+ Details
Name: |
us-gaap_SaleOfStockPricePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionPeriod which an employee's right to exercise an award is no longer contingent on satisfaction of either a service condition, market condition or a performance condition, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a)(1) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAgreed-upon price for the exchange of the underlying asset relating to the share-based payment award.
+ References
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (f)(2)(ii) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe risk-free interest rate assumption that is used in valuing an option on its own shares.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (f)(2)(iv) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe weighted-average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of options outstanding and currently exercisable under the stock option plan.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iii) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe grant-date intrinsic value of options granted during the reporting period as calculated by applying the disclosed option pricing methodology.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (d)(1) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGrantDateIntrinsicValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionGross number of share options (or share units) granted during the period.
+ References
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionExpected term of share-based compensation awards, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SAB TOPIC 14.D.2) -URI http://asc.fasb.org/extlink&oid=27013229&loc=d3e301413-122809
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (f)(2)(i) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 -Section D -Subsection 2
+ Details
Name: |
us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionValue, before forfeitures, of stock or other type of equity granted of any equity-based compensation plan other than an employee stock ownership plan (ESOP).
+ References
+ Details
Name: |
us-gaap_StockGrantedDuringPeriodValueSharebasedCompensationGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesIssuedForServices |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionValue of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueIssuedForServices |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionDetail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event.
+ References
+ Details
Name: |
us-gaap_SubsequentEventLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIncluding the current and noncurrent portions, carrying value as of the balance sheet date of uncollateralized debt obligations (with maturities initially due after one year or beyond the operating cycle if longer).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.16) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Article 5 -Subsection 19, 20, 22
+ Details
Name: |
us-gaap_UnsecuredDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_SubsequentEventTypeAxis=us-gaap_SubsequentEventMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TitleOfIndividualAxis=us-gaap_DirectorMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TitleOfIndividualAxis=us-gaap_ChiefExecutiveOfficerMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_OptionIndexedToIssuersEquityTypeAxis=us-gaap_EmployeeStockOptionMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|