Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 27, 2015 | Jun. 30, 2014 | |
Document and Entity Information | |||
Entity Registrant Name | CANNASYS INC | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Entity Central Index Key | 1417028 | ||
Current Fiscal Year End Date | -19 | ||
Entity Common Stock, Shares Outstanding | 11,068,755 | ||
Entity Public Float | $16,019,071 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Incorporation, Date of Incorporation | 25-Aug-99 | ||
Trading Symbol | MJTK |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets: | ||
Cash | $525,720 | $88,389 |
Accounts receivable | 2,224 | |
Prepaid expenses and other assets | 2,828 | 1,685 |
Total Current Assets | 530,772 | 90,074 |
Property & equipment, net | 7,987 | 0 |
Software license | 25,000 | |
Deposit | 12,502 | |
Total Assets | 576,261 | 90,074 |
Current Liabilities: | ||
Accounts payable | 21,133 | 10,000 |
Accrued expenses | 54,070 | 2,579 |
Due to a related party | 1,320 | |
Total Current Liabilities | 76,523 | 12,579 |
Total Liabilities | 76,523 | 12,579 |
Stockholders' Equity: | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued | ||
Common stock, $0.001 par value, 75,000,000 shares authorized, 11,043,755 and 3,960,000 shares issued and outstanding, respectively | 11,044 | 3,960 |
Additional paid-in capital | 2,247,524 | 106,028 |
Accumulated deficit | -1,758,830 | -32,493 |
Total Stockholders' Equity | 499,738 | 77,495 |
Total Liabilities and Stockholders' Equity | $576,261 | $90,074 |
Condensed_Balance_Sheets_Paren
Condensed Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position | ||
Common Stock, par or stated value | $0.00 | $0.00 |
Common Stock, shares authorized | 75,000,000 | 75,000,000 |
Common Stock, shares issued | 11,043,755 | 3,960,000 |
Common Stock, shares outstanding | 11,043,755 | 3,960,000 |
Preferred Stock, par or stated value | $0.00 | $0.00 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | ||
Preferred Stock, shares outstanding |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Dec. 31, 2014 | |
Income Statement | ||
Sales revenue | $6,538 | |
Cost of goods sold | 12,006 | |
Gross Margin | -5,468 | |
Operating Expenses: | ||
Stock compensation expense | 1,012,500 | |
Professional fees | 130,642 | |
Salary and wages expense | 274,057 | |
General and administrative | 32,493 | 125,132 |
Research and development expense | 178,538 | |
Total Operating Expenses | 32,493 | 1,720,869 |
Loss from Operations | -32,493 | -1,726,337 |
Net loss | ($32,493) | ($1,726,337) |
Basic and diluted loss per common share | $0 | ($0.24) |
Weighted average number of common shares outstanding | 3,960,000 | 7,282,387 |
Statement_of_Stockholders_Equi
Statement of Stockholders' Equity (USD $) | Common Stock | Additional Paid In Capital | Accumulated Deficit | Total |
Stockholders' Equity, beginning of period, Value at Oct. 03, 2013 | ||||
Stockholders' Equity, beginning of period, Shares at Oct. 03, 2013 | ||||
Issuance of common stock for cash, Value | 3,960 | 106,028 | 109,988 | |
Issuance of common stock for cash, Shares | 3,960,000 | |||
Net loss for the year | -32,493 | -32,493 | ||
Stockholders' Equity, end of period, Value at Dec. 31, 2013 | 3,960 | 106,028 | -32,493 | 77,495 |
Stockholders' Equity, end of period, Shares at Dec. 31, 2013 | 3,960,000 | |||
Issuance of common stock for cash, Value | 3,686 | 1,083,714 | 1,087,400 | |
Issuance of common stock for cash, Shares | 3,685,667 | |||
Issuance of common stock for compensation, Value | 675 | 1,011,825 | 1,012,500 | |
Issuance of common stock for compensation, Shares | 675,000 | |||
Merger acquisition, Value | 2,723 | 45,957 | 48,680 | |
Merger acquisition, Shares | 2,723,088 | |||
Net loss for the year | -1,726,337 | -1,726,337 | ||
Stockholders' Equity, end of period, Value at Dec. 31, 2014 | $11,044 | $2,247,524 | ($1,758,830) | $499,738 |
Stockholders' Equity, end of period, Shares at Dec. 31, 2014 | 11,043,755 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Dec. 31, 2014 | |
Cash flow from operating activities | ||
Net loss | ($32,493) | ($1,726,337) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 0 | 416 |
Stock-based compensation | 1,012,500 | |
Change in operating assets and liabilities: | ||
Increase in accounts receivable | -2,224 | |
Increase in prepaids | -1,685 | -1,143 |
Increase in other assets | -37,502 | |
Increase in related-party payable | 1,320 | |
Increase in accounts payable | 10,000 | 25,414 |
Increase in accrued expenses | 2,579 | 50,171 |
Net cash used in operating activities | -21,599 | -677,385 |
Cash flows (used) /provided by investing activities: | ||
Purchase of property and equipment | -8,403 | |
Cash acquired in merger between CannaSys and Thermal Tennis | 35,719 | |
Net cash provided by investing activities | 27,316 | |
Cash flows from financing activities | ||
Proceeds from the sales of common stock | 100,000 | 1,087,400 |
Contributed capital | 9,988 | |
Net cash provided by financing activities | 109,988 | 1,087,400 |
Net increase in cash | 88,389 | 437,331 |
Cash at beginning of the period | 88,389 | |
Cash at end of the period | 88,389 | 525,720 |
Supplemental Disclosures: | ||
Interest paid | ||
Income taxes paid |
Note_1_Organization_and_Descri
Note 1 - Organization and Description of Business | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Note 1 - Organization and Description of Business | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS |
Organization | |
We were organized as a Nevada corporation on August 25, 1999. On August 15, 2014, we entered into an Agreement and Plan of Merger to combine our business and activities with CannaSys, Inc., a privately held Colorado corporation focused on providing services to the cannabis industry (“CannaSys-Colorado”), into a single entity (the “Merger”). CannaSys-Colorado was originally formed on October 4, 2013, as a limited liability company, and converted to a corporation on June 26, 2014. Under the terms of the merger agreement, our wholly owned subsidiary formed to effectuate the Merger was merged with and into CannaSys-Colorado, the surviving entity, which then became our wholly owned subsidiary. By operation of the Merger, which was effective August 15, 2014, all of the CannaSys-Colorado outstanding common stock was converted into a total of 6,000,000 shares of our common stock, which constitutes 57.70% of our total issued and outstanding common stock. Our shareholders prior to the merger retained an aggregate of 4,398,088 shares of common stock. We had no outstanding options or warrants to purchase shares of common stock. | |
Due to the CannaSys-Colorado shareholders controlling us after the Merger, CannaSys-Colorado was considered the accounting acquirer. The transaction was therefore recognized as a reverse acquisition of the company by CannaSys-Colorado. The accompanying condensed consolidated financial statements are those of CannaSys-Colorado for all periods prior to the Merger. | |
In connection with the closing of the Merger and after meeting the requirements of the Securities Exchange Act of 1934, as amended, on November 12, 2014, we filed amended and restated articles of incorporation with the Nevada Secretary of State that: (i) changed our name to CannaSys, Inc.; (ii) increased our authorized capital stock to 80,000,000 shares, consisting of 75,000,000 shares of common stock and 5,000,000 shares of preferred stock; (iii) authorized 5,000,000 shares of preferred stock; and (iv) made other modernizing, nonmaterial changes to our articles of incorporation. Changing the corporate name to CannaSys, Inc. was a condition to the Merger transaction. The name change better reflects the nature of our principal business operations and it became effective in the OTC market on December 2, 2015, when FINRA announced the name change. We have also received a new CUSIP number and our trading symbol was changed to “MJTK.” | |
Nature of Business | |
We provide technology services in the ancillary space of the cannabis industry. We are a technology company and we do not produce, sell, or handle in any manner cannabis products. | |
As the current cannabis industry grows and gains momentum around the country, technology needs for the industry have been largely underserved. Our focus on this niche element of the industry creates many efficient and profitable tools for both industry owners and consumers. | |
Our business consists of three product concepts—CannaTrade, CannaCash, and CannAssist—that together serve the entire cannabis industry from grower-wholesaler to end-user. | |
CannaTrade is a market-style, wholesale cannabis matching system designed to serve legal medical and recreational cannabis markets. CannaTrade proposes to bring the industry a secure, efficient, real-time wholesale product supply exchange and inventory management solution for connecting licensed wholesale buyers and sellers of all types of cannabis and non-cannabis products, while providing business logic to enhance governmental and regulatory compliance frameworks. | |
CannaCash is an affiliate-based membership rewards loyalty program designed specifically for the cannabis industry. An early version of CannaCash was introduced to the market in July 2014. The CannaCash points program and future gift-card/prepaid-card programs will be free for all cannabis customers and affordable for dispensaries and providers. CannaCash gift cards will be available in multiple denominations and will be redeemable at participating CannaCash locations. The CannaCash gift mechanism will allow for strong social media ties and an electronic solution for providing gift cards and other products to friends and family. CannaCash includes an internal control mechanism designed to comply with the regulatory requirements applicable to individual retail outlets and customers based on applicable state licensing information and customers’ addresses. | |
CannAssist will fulfill the technology needs that are specific to the cannabis industry. With technicians licensed and approved by the state to operate in restricted areas, CannAssist will serve the needs of cannabis business to install, update, and maintain critical systems for dispensaries, growers, and processors of cannabis. From video surveillance installation and maintenance to network security and support, CannAssist serves a wide range of technology challenges unique to the industry. |
Note_2_Summary_of_Significant_
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Note 2 - Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation | |
Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. We have adopted a December 31 year end. | |
Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control, and preventing and detecting fraud. Our system of internal accounting control is designed to assure, among other items, that: (1) recorded transactions are valid; (2) valid transactions are recorded; and (3) transactions are recorded in the proper period in a timely manner to produce financial statements that present fairly our financial condition, results of operations, and cash flows for the respective periods being presented. | |
Principles of Consolidation | |
The accompanying consolidated financial statements include the accounts and transactions of CannaSys-Colorado, the accounting acquirer, from the date of its inception on October 4, 2013, and refer to the consolidated entity after taking the Merger transaction into effect. All intercompany transactions have been eliminated in consolidation. | |
Use of Estimates | |
The preparation of financial statements in accordance with U.S. GAAP permits management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. All intercompany transactions have been eliminated in consolidation. | |
Concentrations of Credit Risk | |
We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. | |
Cash and Cash Equivalents | |
We consider all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. There were no cash equivalents as of December 31, 2014 and 2013. | |
Fair Value of Financial Instruments | |
The carrying amounts of cash and current liabilities approximate fair value because of the short-term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, and we do not use derivative instruments. | |
The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows: | |
• Level 1:Quoted prices in active markets for identical assets or liabilities. | |
• Level 2:Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability. | |
• Level 3:Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions | |
The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. | |
Fixed Assets | |
Fixed assets are carried at the lower of cost or net realizable value. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. Depreciation is computed using the straight-line method over the estimated useful life of the asset. | |
Depreciation is computed using the straight-line method over the following estimated useful lives: | |
Equipment 3 years | |
Furniture and fixtures 3 years | |
Earnings (Loss) per Common Share | |
Net income (loss) per common share is computed pursuant to ASC 260-10-45. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that we incorporated as of the beginning of the first period presented. | |
Stock-based Compensation | |
We account for equity-based transactions with nonemployees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”). ASC 505-50 establishes that equity-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 fair value of common stock issued for payments to nonemployees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, we recognize the fair value of the equity instruments issued as deferred stock compensation and amortize the cost over the term of the contract. | |
We account for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. | |
Revenue Recognition | |
We follow paragraph ASC 605-10-S99-1 for revenue recognition. We will recognize revenue when it is realized or realizable and earned. We consider 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. | |
Recently Issued Accounting Pronouncements | |
In January 2013, the FASB issued Accounting Standard Update (ASU) No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, clarifying which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the FASB determined that it could make them more operable and cost-effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under International Financing Reporting Standards. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations. | |
In July 2013, the FASB issued ASU No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carryforwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations. | |
We have implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations. | |
Income Taxes | |
We follow ASC 740-10-30, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which 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 fiscal 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 Income and Comprehensive Income in the period that includes the enactment date. | |
We adopted ASC 740-10-25 (“ASC 740-10-25”) with regard to uncertainty income taxes. ASC 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 ASC 740-10-25, we 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 50% likelihood of being realized upon ultimate settlement. ASC 740-10-25 also provides guidance on derecognition, classification, interest and penalties on income taxes, and accounting in interim periods and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25. |
Note_3_Going_Concern
Note 3 - Going Concern | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Note 3 - Going Concern | NOTE 3 – GOING CONCERN |
As reflected in the accompanying financial statements, we have an accumulated deficit of $1,758,830 at December 31, 2014, had a net loss of $1,726,337, and used net cash of $677,385 in operating activities for year ended December 31, 2014. This raises substantial doubt about our ability to continue as a going concern. | |
While we are attempting to increase operations and revenues, our cash position may not be significant enough to support our daily operations. Management intends to raise additional funds by way of debt and equity financing. Management believes that the actions presently being taken to further implement our business plan and generate increased revenues provide the opportunity for us to continue as a going concern. While we believe in the viability of our strategy to generate increased revenues and in our ability to raise additional funds, there can be no assurances to that effect. Our ability to continue as a going concern is dependent upon our ability to further implement our business plan and generate increased revenues. | |
The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. |
Note_4_Property_and_Equipment
Note 4 - Property and Equipment | 12 Months Ended | ||
Dec. 31, 2014 | |||
Notes | |||
Note 4 - Property and Equipment | NOTE 4 – PROPERTY AND EQUIPMENT | ||
Furniture, fixtures, and equipment, stated at cost, less accumulated depreciation at December 31, consisted of the following: | |||
31-Dec-14 | 31-Dec-13 | ||
Furniture, fixtures, and equipment | $8,403 | - | |
Less: accumulated depreciation | -416 | - | |
Fixed assets, net | $7,987 | - | |
Depreciation expense | |||
Depreciation expense for the years ended December 31, 2014 and 2013, was $416 and $0, respectively. |
Note_5_Software_License
Note 5 - Software License | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Note 5 - Software License | NOTE 5 – SOFTWARE LICENSE |
Effective February 12, 2015, we entered into an exclusive licensing agreement with Loyl.Me, an established provider of automated marketing and customer relationship management software. The licensing agreement allows us the opportunity for perpetual and exclusive rights and ability to provide the cannabis community a convenient, cost-effective, and streamlined technology that is widely used in the non-cannabis industry. The technology is being branded as “CannaCash BumpUp.” The agreement requires six installment payments of $25,000 each. The first $25,000 was paid in October 2014 in conjunction with the signing of a letter of intent. |
Note_6_Commitments_and_Conting
Note 6 - Commitments and Contingencies | 12 Months Ended | |
Dec. 31, 2014 | ||
Notes | ||
Note 6 - Commitments and Contingencies | NOTE 6 – COMMITMENTS AND CONTINGENCIES | |
Operating Lease | ||
We currently occupy office space at 1720 S. Bellaire Street, Suite 325, Denver, CO. Our offices consist of approximately 1,786 rentable square feet. The lease term is 40 months and commenced on November 1, 2014. | ||
Future minimum lease payments for the next four years is as follows: | ||
Year | Amount | |
2015 | $28,278 | |
2016 | 35,423 | |
2017 | 37,208 | |
2018 | 6,251 | |
$107,160 |
Note_7_Relatedparty_Transactio
Note 7 - Related-party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Note 7 - Related-party Transactions | NOTE 7 – RELATED-PARTY TRANSACTIONS |
During the year ended December 31, 2013, F-Squared Enterprises LLC contributed $7,488 for working capital. F-Squared Enterprises LLC is owned 100% by Brandon Jennewine, who serves as our president, chief executive officer, and a director. Daniel J. Rogers, who serves as our vice president, secretary/treasurer, chief financial officer, and a director contributed $2,500 for working capital. | |
During the year ended December 31, 2014, we received IT consulting services from Tribal Knowledge Health LLC (TK Health). TK Health is owned by Brandon Jennewine, who serves as our President, Chief Executive Officer, and a director. We paid TK Health a total of $22,512 in 2014 for its IT services. |
Note_8_Stockholders_Equity_Def
Note 8 - Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Note 8 - Stockholders' Equity (Deficit) | NOTE 8 – STOCKHOLDERS’ EQUITY (DEFICIT) |
During the year ended December 31, 2013, we sold 3,960,000 shares of common stock for total cash proceeds of $109,988. | |
During the year ended December 31, 2014, we sold 2,040,000 shares of common stock to B44 LLC for total cash proceeds of $200,000. | |
During the third quarter, we issued 675,000 share of common stock for Compensation of $1,012,500. | |
During the third quarter, we issued 1,000,000 shares of common stock for total cash proceeds of $500,000. | |
During the fourth quarter, we issued 645,667 shares of common stock for total cash proceeds of $387,400. | |
In connection with the Merger consummated on or about August 15, 2014, we issued a total of 6,000,000 unregistered shares of common stock to a total of 17 persons in exchange for 100% of the issued and outstanding shares of CannaSys-Colorado. Our shareholders prior to the merger retained an aggregate of 2,723,088 shares of common stock, eliminating 1,601,912 shares in consolidation. The Merger was consummated in order to raise capital for the Company to allow it to deliver its products to market |
Note_9_Income_Tax
Note 9 - Income Tax | 12 Months Ended | ||
Dec. 31, 2014 | |||
Notes | |||
Note 9 - Income Tax | NOTE 9 – INCOME TAX | ||
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |||
Net deferred tax assets consist of the following components as of December 31: | |||
2014 | 2013 | ||
Deferred Tax Assets: | |||
NOL Carryover | $188,900 | - | |
Related-party accrual | 500 | - | |
Depreciation | 1,500 | - | |
Deferred tax liabilities: | |||
Less valuation allowance | -190,900 | - | |
Net deferred tax assets | - | - | |
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended December 31, due to the following: | |||
2014 | 2013 | ||
Book Income (loss) | ($583,800) | - | |
Meals and entertainment | 1,000 | - | |
Depreciation | -1,500 | - | |
Other nondeductible expenses | 394,900 | - | |
Related party accruals | 500 | - | |
Valuation allowance | 188,900 | - | |
- | - | ||
At December 31, 2014, we had net operating loss carryforwards of approximately $484,000 that may be offset against future taxable income through the year 2033. No tax benefit has been reported in the December 31, 2014, financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. | |||
Previous to June 26, 2014, the Company was a Limited Liability Company treated as a pass through entity. | |||
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years. |
Note_10_Subsequent_Events
Note 10 - Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Note 10 - Subsequent Events | NOTE 10 – SUBSEQUENT EVENTS |
Effective February 12, 2015, we entered into an exclusive licensing agreement with Loyl.Me, an established provider of automated marketing and customer relationship management software. The licensing agreement allows us the opportunity for perpetual and exclusive rights and ability to provide the cannabis community a convenient, cost-effective, and streamlined technology that is widely used in the non-cannabis industry. The agreement requires six installment payments of $25,000 and the issuance of common stock and 8% of revenue from the use of the licensed technology. | |
On February 9, 2015, we authorized the issuance of 25,000 shares of common stock per the terms of the licensing agreement with Loyl.Me. |
Note_2_Summary_of_Significant_1
Note 2 - Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Basis of Presentation | Basis of Presentation |
Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. We have adopted a December 31 year end. | |
Principles of Consolidation | Principles of Consolidation |
The accompanying consolidated financial statements include the accounts and transactions of CannaSys-Colorado, the accounting acquirer, from the date of its inception on October 4, 2013, and refer to the consolidated entity after taking the Merger transaction into effect. All intercompany transactions have been eliminated in consolidation. | |
Use of Estimates | Use of Estimates |
The preparation of financial statements in accordance with U.S. GAAP permits management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. All intercompany transactions have been eliminated in consolidation. | |
Concentrations of Credit Risk | Concentrations of Credit Risk |
We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. | |
Cash and Cash Equivalents | Cash and Cash Equivalents |
We consider all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. There were no cash equivalents as of December 31, 2014 and 2013. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments |
The carrying amounts of cash and current liabilities approximate fair value because of the short-term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, and we do not use derivative instruments. | |
The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows: | |
• Level 1:Quoted prices in active markets for identical assets or liabilities. | |
• Level 2:Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability. | |
• Level 3:Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions | |
The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. | |
Fixed Assets | Fixed Assets |
Fixed assets are carried at the lower of cost or net realizable value. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. Depreciation is computed using the straight-line method over the estimated useful life of the asset. | |
Depreciation is computed using the straight-line method over the following estimated useful lives: | |
Equipment 3 years | |
Furniture and fixtures 3 years | |
Earnings (loss) Per Common Share | Earnings (Loss) per Common Share |
Net income (loss) per common share is computed pursuant to ASC 260-10-45. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that we incorporated as of the beginning of the first period presented. | |
Stock-based Compensation | Stock-based Compensation |
We account for equity-based transactions with nonemployees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”). ASC 505-50 establishes that equity-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 fair value of common stock issued for payments to nonemployees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, we recognize the fair value of the equity instruments issued as deferred stock compensation and amortize the cost over the term of the contract. | |
We account for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. | |
Revenue Recognition | Revenue Recognition |
We follow paragraph ASC 605-10-S99-1 for revenue recognition. We will recognize revenue when it is realized or realizable and earned. We consider 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. | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements |
In January 2013, the FASB issued Accounting Standard Update (ASU) No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, clarifying which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the FASB determined that it could make them more operable and cost-effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under International Financing Reporting Standards. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations. | |
In July 2013, the FASB issued ASU No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carryforwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations. | |
We have implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations. | |
Income Taxes | Income Taxes |
We follow ASC 740-10-30, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which 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 fiscal 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 Income and Comprehensive Income in the period that includes the enactment date. | |
We adopted ASC 740-10-25 (“ASC 740-10-25”) with regard to uncertainty income taxes. ASC 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 ASC 740-10-25, we 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 50% likelihood of being realized upon ultimate settlement. ASC 740-10-25 also provides guidance on derecognition, classification, interest and penalties on income taxes, and accounting in interim periods and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25. |
Note_4_Property_and_Equipment_
Note 4 - Property and Equipment: Furniture, Fixtures, and Equipment at cost (Tables) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Tables/Schedules | |||
Furniture, Fixtures, and Equipment at cost | |||
31-Dec-14 | 31-Dec-13 | ||
Furniture, fixtures, and equipment | $8,403 | - | |
Less: accumulated depreciation | -416 | - | |
Fixed assets, net | $7,987 | - |
Note_6_Commitments_and_Conting1
Note 6 - Commitments and Contingencies: Schedule of Future Minimum Rental Payments for Operating Leases (Tables) | 12 Months Ended | |
Dec. 31, 2014 | ||
Tables/Schedules | ||
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments for the next four years is as follows: | |
Year | Amount | |
2015 | $28,278 | |
2016 | 35,423 | |
2017 | 37,208 | |
2018 | 6,251 | |
$107,160 |
Note_9_Income_Tax_Schedule_of_
Note 9 - Income Tax: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Tables/Schedules | |||
Schedule of Deferred Tax Assets and Liabilities | Net deferred tax assets consist of the following components as of December 31: | ||
2014 | 2013 | ||
Deferred Tax Assets: | |||
NOL Carryover | $188,900 | - | |
Related-party accrual | 500 | - | |
Depreciation | 1,500 | - | |
Deferred tax liabilities: | |||
Less valuation allowance | -190,900 | - | |
Net deferred tax assets | - | - |
Note_9_Income_Tax_Schedule_of_1
Note 9 - Income Tax: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Tables/Schedules | |||
Schedule of Effective Income Tax Rate Reconciliation | The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended December 31, due to the following: | ||
2014 | 2013 | ||
Book Income (loss) | ($583,800) | - | |
Meals and entertainment | 1,000 | - | |
Depreciation | -1,500 | - | |
Other nondeductible expenses | 394,900 | - | |
Related party accruals | 500 | - | |
Valuation allowance | 188,900 | - | |
- | - |
Note_1_Organization_and_Descri1
Note 1 - Organization and Description of Business (Details) | 12 Months Ended | 1 Months Ended | |||
Dec. 31, 2014 | Aug. 31, 2014 | Nov. 12, 2014 | Aug. 14, 2014 | Dec. 31, 2013 | |
Entity Incorporation, Date of Incorporation | 25-Aug-99 | ||||
Common Stock, shares outstanding | 11,043,755 | 4,398,088 | 3,960,000 | ||
Options, Outstanding | 0 | ||||
Warrants, Outstanding | 0 | ||||
Authorized Capital Stock | 80,000,000 | ||||
Common Stock, shares authorized | 75,000,000 | 75,000,000 | |||
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 | |||
Trading Symbol | MJTK | ||||
Subsequent Event | |||||
Common Stock, shares authorized | 75,000,000 | ||||
Preferred Stock, shares authorized | 5,000,000 | ||||
Common Stock | |||||
CannaSys outstanding common stock converted upon merger | 6,000,000 | 6,000,000 | |||
CannaSys outstanding common stock, percent of shares acquired upon merger | 57.70% |
Note_2_Summary_of_Significant_2
Note 2 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Details | ||
Cash Equivalents, at Carrying Value | $0 | $0 |
Note_2_Summary_of_Significant_3
Note 2 - Summary of Significant Accounting Policies: Fixed Assets (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Machinery and Equipment | |
Estimated Useful Life | 3 years |
Furniture and Fixtures | |
Estimated Useful Life | 3 years |
Note_3_Going_Concern_Details
Note 3 - Going Concern (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Dec. 31, 2014 | |
Details | ||
Accumulated deficit | ($32,493) | ($1,758,830) |
Net loss for the year | -32,493 | -1,726,337 |
Net cash used in operating activities | ($21,599) | ($677,385) |
Note_4_Property_and_Equipment_1
Note 4 - Property and Equipment: Furniture, Fixtures, and Equipment at cost (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Details | ||
Furniture, fixtures, and equipment | $8,403 | $0 |
Less: accumulated depreciation | -416 | 0 |
Fixed assets, net | $7,987 | $0 |
Note_4_Property_and_Equipment_2
Note 4 - Property and Equipment (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Dec. 31, 2014 | |
Details | ||
Depreciation Expense | $0 | $416 |
Note_5_Software_License_Detail
Note 5 - Software License (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Details | |
Payments to Acquire Technology | $25,000 |
Note_6_Commitments_and_Conting2
Note 6 - Commitments and Contingencies (Details) | 12 Months Ended |
Dec. 31, 2014 | |
sqft | |
Details | |
Square Footage of Office Space | 1,786 |
Lease Term | 40 months |
Note_6_Commitments_and_Conting3
Note 6 - Commitments and Contingencies: Schedule of Future Minimum Rental Payments for Operating Leases (Details) (USD $) | Dec. 31, 2014 |
Details | |
2015 | $28,278 |
2016 | 35,423 |
2017 | 37,208 |
2018 | 6,251 |
Total | $107,160 |
Note_7_Relatedparty_Transactio1
Note 7 - Related-party Transactions (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Dec. 31, 2014 | |
Equity Contribution for Working Capital | $9,988 | |
Professional fees | 130,642 | |
Chief Executive Officer | ||
Equity Contribution for Working Capital | 2,500 | |
F-Squared Enterprises LLC | ||
Equity Contribution for Working Capital | 7,488 | |
F-Squared Enterprises LLC | Chief Executive Officer | ||
Ownership percent of entity, unrelated to company | 100.00% | |
Tribal Knowledge Health LLC | ||
Professional fees | $22,512 |
Note_8_Stockholders_Equity_Def1
Note 8 - Stockholders' Equity (Deficit) (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Aug. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Issuance of common stock for cash, Value | $109,988 | $1,087,400 | |
Issuance of common stock for compensation, Value | 1,012,500 | ||
CannaSys-Colorado | |||
Percentage of Issued and Outstanding Shares Acqured in Connection with Merger | 100.00% | ||
Issuance 1 | |||
Issuance of common stock for cash, Value | 500,000 | ||
Issuance 2 | |||
Issuance of common stock for cash, Value | 387,400 | ||
B44 | |||
Issuance of common stock for cash, Value | 200,000 | ||
Common Stock | |||
Issuance of common stock for cash, Shares | 3,960,000 | 3,685,667 | |
Issuance of common stock for cash, Value | 3,960 | 3,686 | |
Issuance of common stock for compensation, Shares | 675,000 | ||
Issuance of common stock for compensation, Value | $675 | ||
CannaSys outstanding common stock converted upon merger | 6,000,000 | 6,000,000 | |
Merger acquisition, Shares | 2,723,088 | ||
Shares Eliminated in Consolidation | 1,601,912 | ||
Common Stock | Issuance 1 | |||
Issuance of common stock for cash, Shares | 1,000,000 | ||
Common Stock | Issuance 2 | |||
Issuance of common stock for cash, Shares | 645,667 | ||
Common Stock | B44 | |||
Issuance of common stock for cash, Shares | 2,040,000 |
Note_9_Income_Tax_Schedule_of_2
Note 9 - Income Tax: Schedule of Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred Tax Assets: | ||
NOL Carryover | $188,900 | $0 |
Related-party accrual | 500 | 0 |
Depreciation | 1,500 | 0 |
Deferred Tax Liabilities: | ||
Less valuation allowance | -190,900 | 0 |
Net deferred tax assets | $0 | $0 |
Note_9_Income_Tax_Schedule_of_3
Note 9 - Income Tax: Schedule of Effective Income Tax Rate Reconciliation (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Dec. 31, 2014 | |
Details | ||
Book Income (loss) | $0 | ($583,800) |
Meals and Entertainment | 0 | 1,000 |
Depreciation | 0 | -1,500 |
Other Nondeductible Expense | 0 | 394,900 |
Related party accruals | 0 | 500 |
Valuation allowance | 0 | 188,900 |
Income Tax Expense (Benefit), Total | $0 | $0 |
Note_9_Income_Tax_Details
Note 9 - Income Tax (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Details | |
Net Operating Loss Carryforwards | $484,000 |
Operating Loss Carryforwards, Expiration Date | 31-Dec-33 |
Note_10_Subsequent_Events_Deta
Note 10 - Subsequent Events (Details) (Subsequent Event, Loyl.Me) | 12 Months Ended | 0 Months Ended |
Dec. 31, 2014 | Feb. 09, 2015 | |
Terms of Licensing Agreement | The agreement requires six installment payments of $25,000 and the issuance of common stock and 8% of revenue from the use of the licensed technology | |
Common Stock | ||
Stock Issued per the Terms of the Licensing Agreement | 25,000 |