Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 27, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | CANNASYS INC | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Entity Central Index Key | 1417028 | |
Current Fiscal Year End Date | -19 | |
Entity Common Stock, Shares Outstanding | 11,074,367 | |
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 | 2015 | |
Document Fiscal Period Focus | Q1 | |
Entity Incorporation, Date of Incorporation | 25-Aug-99 | |
Trading Symbol | MJTK |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash | $236,924 | $525,720 |
Accounts receivable | 5,795 | 2,224 |
Prepaid expenses and other assets | 2,828 | |
Total Current Assets | 242,719 | 530,772 |
Property & equipment, net | 7,296 | 7,987 |
Software license | 50,000 | 25,000 |
Deposit | 12,502 | 12,502 |
Total Assets | 312,517 | 576,261 |
Current Liabilities: | ||
Accounts payable | 22,080 | 21,133 |
Accrued expenses | 33,049 | 54,070 |
Due to a related party | 1,320 | |
Total Current Liabilities | 55,129 | 76,523 |
Total Liabilities | 55,129 | 76,523 |
Commitments and Contingencies | ||
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, 11,068,755 and 11,043,755 shares issued and outstanding, respectively | 11,069 | 11,044 |
Additional paid-in capital | 2,297,499 | 2,247,524 |
Accumulated deficit | -2,051,180 | -1,758,830 |
Total Stockholders' Equity | 257,388 | 499,738 |
Total Liabilities and Stockholders' Equity | $312,517 | $576,261 |
Condensed_Balance_Sheets_Paren
Condensed Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
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 | 11,068,755 | 11,043,755 |
Common Stock, shares outstanding | 11,068,755 | 11,043,755 |
Preferred Stock, par or stated value | $0.00 | $0.00 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement | ||
Sales revenue | $9,757 | |
Cost of goods sold | 364 | |
Gross Margin | 9,393 | |
Operating Expenses: | ||
Stock compensation expense | 50,000 | |
Professional fees | 78,141 | |
Salary and wages expense | 126,084 | |
General and administrative | 47,291 | 13,978 |
Total Operating Expenses | 301,516 | 13,978 |
Loss from Operations | -292,123 | -13,978 |
Other income (expense): | ||
Gain on forgiveness of debt | 11,956 | |
Interest expense | -227 | -1,536 |
Interest expense - related party | -2,515 | |
Total other income (expense) | -227 | 7,905 |
Net loss | ($292,350) | ($6,073) |
Basic and diluted loss per common share | ($0.03) | $0 |
Weighted average number of common shares outstanding | 11,057,644 | 1,676,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash flow from operating activities | ||
Net loss | ($292,350) | ($6,073) |
Depreciation | 691 | 0 |
Contribution of rent expense, related party | 750 | |
Stock-based compensation | 50,000 | |
Change in operating assets and liabilities: | ||
Increase in accounts receivable | -3,571 | |
Decrease in prepaids | 2,828 | |
Increase in other assets | -25,000 | |
Increase (decrease) in related-party payable | -1,320 | 2,515 |
Increase (decrease) in accounts payable | 947 | -16,212 |
Decrease in accrued expenses | -21,021 | |
Net cash used in operating activities | -288,796 | -19,020 |
Cash flows provided by investing activities: | ||
Cash flows from financing activities: | ||
Increase in notes payable | 25,000 | |
Net cash provided by financing activities | 25,000 | |
Net increase (decrease) in cash | -288,796 | 5,980 |
Cash at beginning of the period | 525,720 | 3,139 |
Cash at end of the period | 236,924 | 9,119 |
Supplemental Disclosures: | ||
Interest paid | ||
Income taxes paid | ||
Supplemental disclosure of non-cash activities | ||
Common stock issued for services | $50,000 |
Note_1_Organization_and_Descri
Note 1 - Organization and Description of Business | 3 Months Ended |
Mar. 31, 2015 | |
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 then constituted 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 us 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 (“Exchange Act”), 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 our 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, 2014, 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 four product concepts—CannaTrade, CannaCash, CannAssist, and CannaLIMS—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. | |
CannaLIMS will provide a specific Laboratory Information Management System to regulated testing laboratories in regulated cannabis states. This software-based laboratory and information management system is designed specific to the cannabis industry and laboratory testing. The software features workflow and data tracking support, flexible architecture, and laboratory specified reporting output. |
Note_2_Summary_of_Significant_
Note 2 - Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Notes | |
Note 2 - Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation | |
The accompanying unaudited interim condensed 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. These financial statements should be read in conjunction with the audited financial statements and footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2014. The results of the three months ended March 31, 2015, are not necessarily indicative of the results to be expected for the full year ending December 31, 2015. | |
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 March 31, 2015, and December 31, 2014. | |
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, Earnings per Share. 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 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 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, Revenue Recognition, 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 August 2014, the FASB issued Accounting Standards Update (“ASU”) 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. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments: (1) provide a definition of the term “substantial doubt”; (2) require an evaluation every reporting period including interim periods; (3) provide principles for considering the mitigating effect of management’s plans; (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans; (5) require an express statement and other disclosures when substantial doubt is not alleviated; and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this update are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. | |
We have reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on our consolidated results of operations, financial position, and cash flows. Based on that review, 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, Income Taxes-Initial Measurement, 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, Accounting for Uncertainty in 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 | 3 Months Ended |
Mar. 31, 2015 | |
Notes | |
Note 3 - Going Concern | NOTE 3 – GOING CONCERN |
As reflected in the accompanying financial statements, we have an accumulated deficit of $2,051,180 at March 31, 2015, had a net loss of $292,350, and used cash in operating activities of $288,796. 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 | 3 Months Ended | ||
Mar. 31, 2015 | |||
Notes | |||
Note 4 - Property and Equipment | NOTE 4 – PROPERTY AND EQUIPMENT | ||
Furniture, fixtures, and equipment, stated at cost, less accumulated depreciation consisted of the following: | |||
31-Mar-15 | 31-Dec-14 | ||
Furniture, fixtures, and equipment | $8,403 | $8,403 | |
Less: accumulated depreciation | -1,107 | -416 | |
Fixed assets, net | $7,296 | $7,987 | |
Depreciation Expense | |||
Depreciation expense for the three months ended March 31, 2015 and 2014, was $691 and $0, respectively. | |||
Note_5_Software_License
Note 5 - Software License | 3 Months Ended |
Mar. 31, 2015 | |
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 term of the agreement is perpetual; therefore, no amortization is being recognized. However, the value of the license will undergo an annual impairment test as required by ASC 350, Intangibles—Goodwill and Other. The agreement requires six installment payments of $25,000 each and 8% of revenue from the use of the licensed technology. As of March 31, 2015, two of those installment payments have been made for a total of $50,000. |
Note_6_Commitments_and_Conting
Note 6 - Commitments and Contingencies | 3 Months Ended | |
Mar. 31, 2015 | ||
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 are 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 | 3 Months Ended |
Mar. 31, 2015 | |
Notes | |
Note 7 - Related-party Transactions | NOTE 7 – RELATED-PARTY TRANSACTIONS |
As of December 31, 2014, we owed $1,320 for cash advances to the former president of Thermal Tennis. The advance was due on demand and non-interest-bearing. The advance was paid in the three months ended March 31, 2015. |
Note_8_Stockholders_Equity_Def
Note 8 - Stockholders' Equity (Deficit) | 3 Months Ended |
Mar. 31, 2015 | |
Notes | |
Note 8 - Stockholders' Equity (Deficit) | NOTE 8 – STOCKHOLDERS’ EQUITY (DEFICIT) |
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. The shares were valued at $2.00, the closing stock price on the date of grant, for total non-cash stock compensation expense of $50,000. |
Note_9_Subsequent_Events
Note 9 - Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Notes | |
Note 9 - Subsequent Events | NOTE 9 – SUBSEQUENT EVENTS |
In accordance with FASB ASC 855-10, Subsequent Events, we have analyzed our operations subsequent to March 31, 2015, and have determined that we do not have any material subsequent events to disclose in these financial other than the following. | |
In connection with the License Agreement, on April 27, 2015, we issued 5,612 shares of common stock to Loyl.Me, LLC. |
Note_2_Summary_of_Significant_1
Note 2 - Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Basis of Presentation | Basis of Presentation |
The accompanying unaudited interim condensed 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. These financial statements should be read in conjunction with the audited financial statements and footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2014. The results of the three months ended March 31, 2015, are not necessarily indicative of the results to be expected for the full year ending December 31, 2015. | |
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 | 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 March 31, 2015, and December 31, 2014. | |
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, Earnings per Share. 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 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 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, Revenue Recognition, 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 August 2014, the FASB issued Accounting Standards Update (“ASU”) 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. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments: (1) provide a definition of the term “substantial doubt”; (2) require an evaluation every reporting period including interim periods; (3) provide principles for considering the mitigating effect of management’s plans; (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans; (5) require an express statement and other disclosures when substantial doubt is not alleviated; and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this update are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. | |
We have reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on our consolidated results of operations, financial position, and cash flows. Based on that review, 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, Income Taxes-Initial Measurement, 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, Accounting for Uncertainty in 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) | 3 Months Ended | ||
Mar. 31, 2015 | |||
Tables/Schedules | |||
Furniture, Fixtures, and Equipment at cost | |||
31-Mar-15 | 31-Dec-14 | ||
Furniture, fixtures, and equipment | $8,403 | $8,403 | |
Less: accumulated depreciation | -1,107 | -416 | |
Fixed assets, net | $7,296 | $7,987 |
Note_6_Commitments_and_Conting1
Note 6 - Commitments and Contingencies: Schedule of Future Minimum Rental Payments for Operating Leases (Tables) | 3 Months Ended | |
Mar. 31, 2015 | ||
Tables/Schedules | ||
Schedule of Future Minimum Rental Payments for Operating Leases | ||
Future minimum lease payments for the next four years are as follows: | ||
Year | Amount | |
2015 | $28,278 | |
2016 | 35,423 | |
2017 | 37,208 | |
2018 | 6,251 | |
$107,160 |
Note_1_Organization_and_Descri1
Note 1 - Organization and Description of Business (Details) | 3 Months Ended | 1 Months Ended | |||
Mar. 31, 2015 | Aug. 31, 2014 | Dec. 31, 2014 | Nov. 12, 2014 | Aug. 14, 2014 | |
Entity Incorporation, Date of Incorporation | 25-Aug-99 | ||||
Common Stock, shares outstanding | 11,068,755 | 11,043,755 | 4,398,088 | ||
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 | ||||
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 $) | Mar. 31, 2015 | Dec. 31, 2014 |
Details | ||
Cash Equivalents, at Carrying Value | $0 | $0 |
Note_2_Summary_of_Significant_3
Note 2 - Summary of Significant Accounting Policies: Fixed Assets (Details) | 3 Months Ended |
Mar. 31, 2015 | |
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 | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Details | |||
Accumulated deficit | ($2,051,180) | ($1,758,830) | |
Net loss for the year | -292,350 | -6,073 | |
Net cash used in operating activities | ($288,796) | ($19,020) |
Note_4_Property_and_Equipment_1
Note 4 - Property and Equipment: Furniture, Fixtures, and Equipment at cost (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Details | ||
Furniture, fixtures, and equipment | $8,403 | $8,403 |
Less: accumulated depreciation | -1,107 | -416 |
Fixed assets, net | $7,296 | $7,987 |
Note_4_Property_and_Equipment_2
Note 4 - Property and Equipment (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Details | ||
Depreciation Expense | $691 | $0 |
Note_5_Software_License_Detail
Note 5 - Software License (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Details | |
License agreement payment terms | The agreement requires six installment payments of $25,000 each and 8% of revenue from the use of the licensed technology |
Payments to Acquire Technology | $50,000 |
Note_6_Commitments_and_Conting2
Note 6 - Commitments and Contingencies (Details) | 3 Months Ended |
Mar. 31, 2015 | |
sqft | |
Details | |
Square Footage of Office Space | 1,786 |
Lease Term | 40 years |
Note_6_Commitments_and_Conting3
Note 6 - Commitments and Contingencies: Schedule of Future Minimum Rental Payments for Operating Leases (Details) (USD $) | Mar. 31, 2015 |
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 $) | Dec. 31, 2014 |
Details | |
Due to a related party | $1,320 |
Note_8_Stockholders_Equity_Def1
Note 8 - Stockholders' Equity (Deficit) (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Feb. 09, 2015 | |
Details | ||
Stock Issued During Period, Shares, License Agreement | 25,000 | |
Share Price | $2 | |
Stock Issued During Period, Value, License Agreement | $50,000 |
Note_9_Subsequent_Events_Detai
Note 9 - Subsequent Events (Details) | 3 Months Ended | 0 Months Ended |
Mar. 31, 2015 | Apr. 27, 2015 | |
Stock Issued During Period, Shares, License Agreement | 25,000 | |
Subsequent Event | ||
Stock Issued During Period, Shares, License Agreement | 5,612 |