Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Apr. 11, 2016 | Jun. 30, 2015 | |
Document and Entity Information | |||
Entity Registrant Name | CANNASYS INC | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,417,028 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 21,427,132 | ||
Entity Public Float | $ 19,980,160 | ||
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 | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Incorporation, Date of Incorporation | Aug. 25, 1999 | ||
Trading Symbol | mjtk |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash | $ 7,720 | $ 525,720 |
Accounts receivable | 4,550 | 2,224 |
Prepaid expenses and other assets | 2,828 | |
Total Current Assets | 12,270 | 530,772 |
Property & equipment, net | 5,178 | 7,987 |
Software license | 255,000 | 25,000 |
Available for sale securities | 32,500 | |
Equity investment in MHB, Inc., net of impairment of $1,846,515 | 1,049,475 | |
Deposit | 12,502 | |
Total Assets | 1,354,423 | 576,261 |
Current Liabilities: | ||
Accounts payable | 123,676 | 21,133 |
Accrued expenses | 51,274 | 54,070 |
Due to a related party | 1,320 | |
Notes payable | 200,000 | |
Convertible notes payable, net of discount of $122,084 | 152,966 | |
Total Current Liabilities | 527,916 | 76,523 |
Total Liabilities | $ 527,916 | $ 76,523 |
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, 21,176,045 and 11,043,755 shares issued and outstanding, respectively | $ 21,176 | $ 11,044 |
Additional paid-in capital | 6,422,017 | 2,247,524 |
Accumulated deficit | (5,616,686) | (1,758,830) |
Total Stockholders' Equity | 826,507 | 499,738 |
Total Liabilities and Stockholders' Equity | $ 1,354,423 | $ 576,261 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position | ||
Common Stock, par or stated value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 75,000,000 | 75,000,000 |
Common Stock, shares issued | 21,176,045 | 11,043,755 |
Common Stock, shares outstanding | 21,176,045 | 11,043,755 |
Preferred Stock, par or stated value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement | ||
Sales revenue | $ 119,325 | $ 6,538 |
Cost of goods sold | 47,823 | 12,006 |
Gross Margin | 71,502 | (5,468) |
Operating Expenses: | ||
Stock based compensation expense | 904,125 | 1,012,500 |
Professional fees | 207,892 | 130,642 |
Salary and wages expense | 491,223 | 274,057 |
General and administrative | 231,033 | 303,670 |
Total Operating Expenses | 1,834,273 | 1,720,869 |
Loss from Operations | (1,762,771) | (1,726,337) |
Other Expense: | ||
Interest expense | (6,344) | |
Interest expense - debt discount and loan financing fees | (85,250) | |
Impairment loss on investment | (1,846,515) | |
Loss on issuance of convertible debt | (152,966) | |
Loss on investment | (4,010) | |
Total Other Expense | (2,095,085) | |
Loss before provision for income taxes | $ (3,857,856) | $ (1,726,337) |
Provision for income taxes | ||
Net loss | $ (3,857,856) | $ (1,726,337) |
Basic and diluted loss per common share | $ (0.31) | $ (0.24) |
Weighted average number of common shares outstanding | 12,563,717 | 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 Dec. 31, 2013 | $ 3,960 | $ 106,028 | $ (32,493) | $ 77,495 | |
Stockholders' Equity, beginning of period, Shares at Dec. 31, 2013 | 3,960,000 | ||||
Issuance of common stock, Value | [1] | $ 3,686 | 1,083,714 | 1,087,400 | |
Issuance of common stock, Shares | [1] | 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 | ||||
Issuance of common stock for licensing, Value | $ 132 | 108,118 | 108,250 | ||
Issuance of common stock for licensing, Shares | 132,290 | ||||
Issuance of common stock, Value | [2] | $ 10,000 | 2,890,000 | 2,900,000 | |
Issuance of common stock, Shares | [2] | 10,000,000 | |||
Issuance of warrants | 904,125 | 904,125 | |||
Beneficial conversion feature on convertible debt | 272,250 | 272,250 | |||
Net loss for the year | $ (3,857,856) | (3,857,856) | |||
Stockholders' Equity, end of period, Value at Dec. 31, 2015 | $ 21,176 | $ 6,422,017 | $ (5,616,686) | $ 826,507 | |
Stockholders' Equity, end of period, Shares at Dec. 31, 2015 | 21,176,045 | ||||
[1] | for cash | ||||
[2] | for investment |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flow from operating activities | ||
Net loss | $ (3,857,856) | $ (1,726,337) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 2,810 | 416 |
Stock-based compensation | 904,125 | 1,012,500 |
Amortization of debt discount | 85,250 | |
Impairment loss on investment | 1,846,515 | |
Loss on issuance of convertible debt | 152,966 | |
Loss on investment | 4,010 | |
Change in operating assets and liabilities: | ||
Accounts receivable | (2,326) | (2,224) |
Prepaids | 2,828 | (1,143) |
Other assets | 12,502 | (37,502) |
Related-party payable | (1,320) | 1,320 |
Accounts payable | 102,542 | 25,414 |
Accrued expenses | (2,796) | 50,171 |
Net cash used in operating activities | (750,750) | (677,385) |
Cash flows (used in) provided by investing activities: | ||
Purchase of property and equipment | (8,403) | |
Purchase of software license | (121,750) | |
Purchase of available for sale securities | (32,500) | |
Cash acquired in merger with Thermal Tennis | 35,719 | |
Net cash (used in) provided by investing activities | (154,250) | 27,316 |
Cash flows from financing activities: | ||
Proceeds from the sales of common stock | 1,087,400 | |
Proceeds from notes payable | 387,000 | |
Net cash provided by financing activities | 387,000 | 1,087,400 |
Net increase (decrease) in cash | (518,000) | 437,331 |
Cash at beginning of the year | 525,720 | 88,389 |
Cash at end of the year | $ 7,720 | $ 525,720 |
Supplemental Disclosures: | ||
Interest paid | ||
Income taxes paid | ||
Supplemental disclosure of non-cash activities | ||
Common stock issued for software license | $ 108,250 | |
Common stock issued for investment | 2,900,000 | |
Issuance of convertible notes payable | $ 272,250 |
Note 1 - Organization and Descr
Note 1 - Organization and Description of Business | 12 Months Ended |
Dec. 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. 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 products currently in the marketplace—BumpUp Rewards, BumpUp Rewards White Label, CannaLIMS, and MHB, Inc. Branded Products—that together serve the entire cannabis industry from grower-wholesaler to end-user. We developed BumpUp Rewards as an affiliate-based membership rewards loyalty program designed specifically for the cannabis industry. An early version of BumpUp Rewards was introduced into the market as CannaCash in July 2014. The BumpUp Rewards application is free for customers and an efficient use of marketing dollars for dispensaries and providers. The BumpUp Rewards application allows for strong social media ties and an electronic solution for providing gifts, points, and discounts to friends and family. BumpUp Rewards 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' locations. For retail establishments, BumpUp Rewards offers the ability to gain new customers through gifts, retain customers through the affiliate and store-specific points program, and tailor specials and free advertising via the BumpUp Rewards program to an increasingly significant customer marketplace. On December 22, 2015, we entered into a joint software development and marketing agreement with National Concessions Group, Inc., the organization responsible for marketing and branding a cannabis product brand called O.penVAPE. We are jointly developing and marketing an advanced, white-label version of our BumpUp Rewards application with functionality intended to incentivize product and corporate sales organizations through a proprietary points system. We are exploring the patentability of this product in collaboration with National Concessions Group. CannaLIMS is a laboratory management information system product focused solely on the cannabis marketplace. Cannabis laboratories have multiple state and local level regulatory reporting requirements. We license our CannaLIMS system to customers, who access the software through web browsers and mobile applications, for recurring license fees. We have currently launched this product into the market and have secured new recurring revenue clientele. As with other software products we license, we are continuously making product improvements that we provide to existing users and new customers and are actively marketing in the laboratory sector of the industry. On November 10, 2015, we acquired a 49% interest and a 10% gross revenue share in MHB, Inc., a Colorado corporation doing business as Mile High Brands. Mile High Brands is a licensing and distribution company doing business in the regulated cannabis industry. Under the share exchange agreement, we acquired 10,000,000 shares of Mile High Brands in exchange for 10,000,000 shares of our common stock. Mile High Brands contracts with celebrity brands and organizations and creates licensing opportunities for us through this relationship. We currently have a number of product licensing and distribution opportunities in partnership with Mile High Brands and expect to expand that portfolio in the future. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
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. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. 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. 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 maintain our cash balance at a financial institution located in Colorado. Accounts at this institution are insured by the Federal Deposit Insurance Corporation up to $250,000. As of December 31, 2015 and 2014, we had a cash balance of $7,720 and $525,720, respectively. We had an uninsured balance of $275,750 at December 31, 2014. We have not experienced any losses in such accounts, and management believes it is not exposed to any significant credit risk on cash. Accounts Receivable Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value. The need for an allowance for uncollectible amounts is evaluated quarterly. We have not deemed it necessary to establish an allowance for doubtful accounts as of December 31, 2015 and 2014. Reclassifications Certain reclassifications have been made to the prior year financial information to conform to the presentation used in the financial statements for the year ended December 31, 2015. Fair Value of Financial Instruments We follow paragraph 825-10-50-10 of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC to measure the fair value of our financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amount of our financial assets and liabilities, such as cash, prepaid expenses, and accrued expenses, approximate their fair value because of the short maturity of those instruments. Our notes payable approximate the fair value of such instruments based upon management's best estimate of interest rates that would be available to us for similar financial arrangements at December 31, 2015. 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 lives of the assets of three years. 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. Earnings (Loss) per Common Share Net income (loss) per common share is computed pursuant to paragraph 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. Our diluted loss per share is the same as the basic loss per share for the years ended December 31, 2015 and 2014, as the inclusion of any potential shares would have had an anti-dilutive effect due to our generating a loss. 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 We account for employee stock-based compensation in accordance with the guidance of FASB ASC Topic No. 718, Compensation—Stock Compensation, Valuation of Intangibles and Long-Lived Assets We test intangibles and long-lived assets for recoverability when changes in circumstances indicate the carrying value may not be recoverable, for example, when there are material adverse changes in projected revenues or expenses, significant underperformance relative to historical or projected operating results, and significant negative industry or economic trends. We evaluate recoverability of an asset by comparing its carrying value to the future net undiscounted cash flows that we expect will be generated by the asset. If the comparison indicates that the carrying value of an asset is not recoverable, we recognize an impairment loss for the excess of carrying value over the estimated fair value. Income Taxes We follow paragraph 740-10-30 of the FASB ASC, 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 in the period that includes the enactment date. We adopted paragraph 740-10-25 of the FASB ASC with regards to uncertainty income taxes. Paragraph 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 paragraph 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. Paragraph 740-10-25 also provides guidance on derecognition, classification, interest, 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 paragraph 740-10-25. 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 substantial doubt 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. |
Note 3 - Going Concern
Note 3 - Going Concern | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 3 - Going Concern | NOTE 3 – GOING CONCERN As reflected in the accompanying financial statements, we have an accumulated deficit of $5,616,686 at December 31, 2015, had a net loss of $3,857,856, and used net cash of $750,750 in operating activities for year ended December 31, 2015. This raises substantial doubt about our ability to continue as a going concern. The financial statements have been prepared assuming that we will continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should we be unable 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 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, 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 at December 31: 2015 2014 Furniture, fixtures, and equipment $8,403 $8,403 Less: accumulated depreciation (3,225) (416) Fixed assets, net $5,178 $7,987 Depreciation Expense Depreciation expense for the years ended December 31, 2015 and 2014, was $2,810 and $416, respectively. |
Note 5 - Software License
Note 5 - Software License | 12 Months Ended |
Dec. 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 LLC, 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 "BumpUp Rewards." 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 nine installment payments of $25,000 each to be paid with a combination of cash and stock and 8% of revenue from the use of the licensed technology. As of December 31, 2015, we have paid $255,000 in cash and stock towards the total cost of the license. A |
Note 6 - Available For Sale Sec
Note 6 - Available For Sale Securities | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 6 - Available For Sale Securities | NOTE 6 – AVAILABLE FOR SALE SECURITIES On December 10, 2015, we acquired a 1.083% interest in Duby, LLC for $32,500. Duby is a social media application focused on cannabis consumers. As part of the acquisition, Duby plans to assist in the promotion of our products and services on its platform. We purchased the interest in Duby as part of ongoing negotiations for the joint marketing and promotion of our respective products. The purchase is being accounted for according to ASC 320, Debt and Equity Securities |
Note 7 - Investment in Mile Hig
Note 7 - Investment in Mile High Brands | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 7 - Investment in Mile High Brands | NOTE 7 – INVESTMENT IN MILE HIGH BRANDS On November 11, 2015, we entered into an agreement to exchange 10 million shares of our common stock for 10 million shares of MHB, Inc., doing business as Mile High Brands ("Mile High Brands"). The shares were valued at $0.29 per share, the closing stock price on the date of grant, for a total of $2,900,000 . Debt and Equity Securities A |
Note 8 - Commitments and Contin
Note 8 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 8 - Commitments and Contingencies | NOTE 8 – COMMITMENTS AND CONTINGENCIES Operating Lease We currently sublease office space in Denver, Colorado. We signed a month-to-month lease starting January 1, 2016. Current lease payments are based on number of desks being occupied not to exceed $1,500 per month. The sublease required a deposit of $1,500, which was paid on January 25, 2016. |
Note 9 - Related-party Transact
Note 9 - Related-party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 9 - Related-party Transactions | NOTE 9 – 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 nine months ended 30, 2015. Refer to Note 12 for warrants issued. |
Note 10 - Notes Payable in Defa
Note 10 - Notes Payable in Default | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 10 - Notes Payable in Default | NOTE 10 – NOTES PAYABLE IN DEFAULT During the year ended December 31, 2015, we executed unsecured promissory notes to two accredited investors for a total of $200,000 in a private placement of our securities. The notes accrue interest at 1% per annum and are due and payable on March 1, 2016. The notes were issued in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving any public offering. |
Note 11 - Convertible Notes Pay
Note 11 - Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 11 - Convertible Notes Payable | NOTE 11 – CONVERTIBLE NOTES PAYABLE On October 14, 2015, we entered into a Securities Purchase Agreement with EMA Financial, LLC ("EMA"), and executed a 10% Convertible Note in favor of EMA in the principal amount of $28,000. EMA funded the note on October 19, 2015 (the "Closing Date") less $3,000 through an original issue discount for its due diligence and legal fees. The note is unsecured, accrues interest at 10% per annum, and is due and payable on October 14, 2016. The outstanding amount due on the note is convertible into restricted shares of our common stock at any time during the term of the note at EMA's sole discretion at the conversion price of the lower of: (i) the closing sale price of the common stock on the trading day on immediately preceding the Closing Date; and (ii) 50% of the lowest sale price for the common stock during the 25 consecutive trading days immediately preceding the conversion date. This note was amended effective November 30, 2015, increasing the interest rate to 12% and the principal due to $30,800. As of December 31, 2015, $30,800 of principal and $685 of accrued interest remain outstanding. On November 18, 2015, we executed a 10% Convertible Promissory Note in favor of Tangiers Investment Group, LLC ("Tangiers"), in the total face value of $240,000. Tangiers funded the initial consideration of $60,000 under the note on November 18, 2015, less $10,000, which was retained by Tangiers through an original issue discount for due diligence and legal expenses related to the transaction. The note is unsecured, accrues interest at 10% per annum, and is due and payable on November 19, 2016. The outstanding amount due on the note is convertible into restricted shares of common stock after May 19, 2016, at Tangiers's sole discretion at the conversion price of 55% of the lowest sale price for the common stock during the 25 consecutive trading days immediately preceding the conversion date. As of December 31, 2015, $60,000 of principal and $723 of accrued interest remain outstanding. On November 30, 2015, we executed a 12% Convertible Promissory Note in favor of Kodiak Capital Group, LLC ("Kodiak"), in the total face value of $50,000. Kodiak funded the initial consideration of $35,000 under the note on November 30, 2015, less $15,000, which was retained by Kodiak through an original issue discount for due diligence and legal expenses related to the transaction. The note is unsecured, accrues interest at 12% per annum, and is due and payable on December 1, 2016. The outstanding amount due on the note is immediately convertible into restricted shares of our common stock, at Kodiak's sole discretion, at the lower of the closing bid price on the principal market on the trading day preceding the note date or 50% of the lowest closing bid price for the common stock during the 30 consecutive trading days immediately preceding the conversion date, with some exceptions. As of December 31, 2015, $50,000 of principal and $526 of accrued interest remain outstanding. On December 3, 2015, we entered into a Securities Purchase Agreement with Auctus Fund, LLC ("Auctus"), and executed a 10% Convertible Promissory Note in favor of Auctus, in the principal amount of $49,250. Auctus funded the consideration of $44,000 under the note on December 3, 2015, less $5,250, which was retained by Auctus through an original issue discount for due diligence and legal expenses related to the transaction. The note is unsecured, accrues interest at 10% per annum, and is due and payable on September 3, 2016. The outstanding amount due on the note is convertible into restricted shares of our common stock after December 3, 2015, at Auctus's sole discretion, at the conversion price of 55% of the lowest sale price for the common stock during the 25 consecutive trading days immediately preceding the conversion date. As of December 31, 2015, $49,250 of principal and $391 of accrued interest remain outstanding. On December 15, 2015, we entered into the Equity Purchase Agreement with Kodiak (the "EPA") that provides the terms and conditions for Kodiak's purchase of up to $1,000,000 of our common stock. Pursuant to the EPA, we also entered into a Registration Rights Agreement and Convertible Promissory Note due July 15, 2016, in the principal amount of $50,000 that represents the commitment fee paid to Kodiak under the EPA. The convertible note may be converted into restricted shares of our common stock at any time after May 15, 2016, at a conversion price equal to 50% of the lowest closing bid price for the common stock for the 30 trading dates ending on the trading day immediately before the relevant conversion date Under the Registration Rights Agreement, we were required to file an S-1 registration statement within 30 days of the closing date to register the shares of common stock to be purchased by Kodiak under the EPA. Kodiak extended the date for filing this registration statement until February 1, 2016. As of December 31, 2015, $50,000 of principal remain outstanding. On December 16, 2015, we entered into a Securities Purchase Agreement with Adar Bays, LLC, relating to the issuance and sale of two 8% convertible notes in the aggregate principal amount of $70,000 (each in the principal amount of $35,000), both of which are convertible into shares of our common stock, upon the terms and subject to the limitations and conditions set forth in the notes. The first $35,000 was funded on December 10, 2015, less $2,000, which was retained by Adar through an original issue discount for due diligence and legal expenses related to the transaction. The note is unsecured, accrues interest at 8% per annum, and is due and payable on December 10, 2016. The outstanding amount due on the note is convertible into restricted shares of common stock after June 10, 2016, at Adar's sole discretion, at the conversion price of 50% of the lowest sale price for the common stock during the 25 consecutive trading days immediately preceding the conversion date. We have no obligation to have the second note funded. As of December 31, 2015, $35,000 of principal and $169 of accrued interest remain outstanding. Note Holder Issue Date Maturity Date Stated Interest Rate Principal Balance Outstanding 12/31/2015 EMA Financial, LLC 10/14/2015 10/14/2016 10% $30,800 Tangiers Investment Group, LLC 11/18/2015 11/19/2016 10 60,000 Kodiak Capital 11/30/2015 12/01/2016 12 50,000 Auctus Fund, LLC 12/03/2015 09/03/2016 10 49,250 Adar Bays, LLC 12/10/2015 12/10/2016 8 35,000 Kodiak Capital 12/15/2015 07/15/2016 8 50,000 $275,050 Note Holder Initial Valuation Current Remaining Debt Discount to Amortize over Five Remaining Months Interest Expense Recognized for Immediately Convertible Notes and One Month of Amortization Balance 12/31/2015 EMA Financial, LLC $30,800 $- $30,800 $30,800 Tangiers Investment Group, LLC 60,000 (45,000) 15,000 15,000 Kodiak Capital 50,000 - 50,000 50,000 Auctus Fund, LLC 49,250 - 49,250 49,250 Adar Bays, LLC 35,000 (32,084) 2,916 2,916 Kodiak Capital 50,000 (45,000) 5,000 5,000 $275,050 $122,084 $152,966 $152,966 |
Note 12 - Stock Warrants
Note 12 - Stock Warrants | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 12 - Stock Warrants | NOTE 12 – STOCK WARRANTS The warrants issued by us are classified as equity. The fair value of the warrants calculated at the time of vesting was recorded as an increase to additional paid-in-capital. Pursuant to the terms of a consulting agreement with National Concessions Group, Inc., we granted warrants to purchase 300,000 shares of common stock. The warrants vest equally over six quarters. As of December 31, 2015, 50,000 of the warrants have vested. The aggregate fair value of the vested warrants totaled $16,000 based on the Black-Scholes-Merton pricing model using the following estimates: exercise price of $0.05, stock price of $0.32, 0.8% risk free rate, 848.1% volatility, and expected life of the warrants of 1.4 years. On December 24, 2015, we granted to Michael Tew, our chief executive officer, warrants to purchase 3,000,000 shares of common stock. As of December 31, 2015, 1,750,000 of the warrants have vested. The aggregate fair value of the vested warrants totaled $612,500 based on the Black-Scholes-Merton pricing model using the following estimates: exercise price of $0.05, stock price of $0.35, 1.33% risk free rate, 842% volatility, and expected life of the warrants of three years. On December 24, 2015, we granted to Brandon Jennewine, our director, warrants to purchase 500,000 shares of common stock. The warrants were vested immediately upon grant. The aggregate fair value of the vested warrants totaled $175,000 based on the Black-Scholes-Merton pricing model using the following estimates: exercise price of $0.05, stock price of $0.35, 1.33% risk free rate, 842% volatility, and expected life of the warrants of three years. On December 24, 2015, we granted to a consultant warrants to purchase 250,000 shares of common stock. The warrants were vested immediately upon grant. The aggregate fair value of the vested warrants totaled $87,500 based on the Black-Scholes-Merton pricing model using the following estimates: exercise price of $0.05, stock price of $0.35, 1.33% risk free rate, 842% volatility, and expected life of the warrants of three years. On December 24, 2015, we granted to a director warrants to purchase 150,000 shares of common stock. As of December 31, 2015, 37,500 of the warrants have vested. The aggregate fair value of the vested warrants totaled $13,125 based on the Black-Scholes-Merton pricing model using the following estimates: exercise price of $0.05, stock price of $0.35, 1.33% risk free rate, 842% volatility, and expected life of the warrants of three years. On March 22, 2016, we accepted the resignation of the director resulting in the cancellation of the warrant for the remaining 112,500 shares. Shares Available to Purchase with Warrants Weighted Average Price Weighted Average Fair Value Outstanding, December 31, 2014 - $- $- Issued 4,200,000 0.05 0.35 Exercised - - - Cancelled (112,500) - - Expired - - - Outstanding, December 31, 2015 4,087,500 $0.05 $0.35 Exercisable, December 31, 2015 4,087,500 $0.0 $0.35 Range of Exercise Prices Number Outstanding 12/31/2015 Weighted Average Remaining Contractual Life Weighted Average Exercise Price $0.05 4,087,500 2.9 years $0.05 |
Note 13 - Stockholders' Equity
Note 13 - Stockholders' Equity (deficit) | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 13 - Stockholders' Equity (deficit) | NOTE 13 – STOCKHOLDERS' EQUITY (DEFICIT) 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 year ended December 31, 2014, we issued 675,000 share of common stock for compensation of $1,012,500 . During the year ended December 31, 2014, we issued 1,000,000 shares of common stock for total cash proceeds of $500,000 . During the year ended December 31, 2014, 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. 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 per share, the closing stock price on the date of grant, for total non-cash stock compensation expense of $50,000. On April 10, 2015, we authorized the issuance of 5,612 shares of common stock per the terms of the licensing agreement with Loyl.Me. The shares were valued at $1.47 per share, the closing stock price on the date of grant, for total non-cash stock compensation expense of $8,250. On July 10, 2015, we authorized the issuance of 24,038 shares of common stock per the terms of the licensing agreement with Loyl.Me. The shares were valued at $1.04 per share, the closing stock price on the date of grant, for total non-cash stock compensation expense of $25,000. On October 10, 2015, we authorized the issuance of 77,640 shares of common stock per the terms of the licensing agreement with Loyl.Me. The shares were valued at $0.322 per share, the closing stock price on the date of grant, for total non-cash stock compensation expense of $25,000. On November 11, 2015, we entered into an agreement to exchange 10 million shares of our common stock for 10 million shares of MHB, Inc. Through this transaction, we acquired 49% of the issued and outstanding common shares of MHB, Inc. The shares were valued at $0.29 per share, the closing stock price on the date of grant, for a total of $2,900,000 . |
Note 14 - Income Tax
Note 14 - Income Tax | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 14 - Income Tax | NOTE 14 – 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: 2015 2014 Deferred Tax Assets: NOL Carryover $1,493,600 $188,900 Related-party accrual - 500 Depreciation 300 1,500 Payroll accrual 6,000 - Deferred tax liabilities: Less valuation allowance (1,499,900) (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: 2015 2014 Book Income (loss) $(1,504,600) $(583,800) Meals and entertainment 1,600 1,000 Depreciation (300) (1,500) Other nondeductible expenses 77,900 394,900 Payroll accrual 6,000 Related party accruals (500) 500 Valuation allowance 1,419,900 188,900 ~ ~ At December 31, 2015, we had net operating loss carryforwards of approximately $2,072,000 that may be offset against future taxable income through the year 2035. No tax benefit has been reported in the December 31, 2015, financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. Previous to June 26, 2014, we were 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 15 - Subsequent Events
Note 15 - Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 15 - Subsequent Events | NOTE 15 – SUBSEQUENT EVENTS In accordance with FASB ASC 855-10, Subsequent Events On February 8, 2016, we granted 25,000 shares of common stock in consideration for accounting services rendered. Subsequent to December 31, 2015, we granted to Viridian Capital Advisors, LLC warrants to purchase 250,000 shares of common stock for consideration of consulting services provided. On January 13, 2016, we executed a promissory note for $75,000 with B44, LLC. The note is unsecured, accrues interest at 1% per annum, and is due and payable on June 30, 2016. In connection with the execution of the promissory note, we also issued warrants to purchase 225,000 shares of our common stock. On January 14, 2016, we converted an account payable to Colonial Stock Transfer Company, Inc., in the amount of $6,605 into a convertible promissory note. The convertible note is unsecured, accrues interest at 10% per annum, and is due and payable on January 14, 2017. The outstanding amount due on the note is immediately convertible into restricted shares of our common stock, at Colonial's sole discretion, at a conversion price equal to 55% of the lowest trade price for the common stock during the 25 consecutive trading days immediately preceding the conversion date. On January 14, 2016, we granted 50,000 shares of common stock to Convurge, LLC, the successor-in-interest to Loyl.Me LLC, in connection with an amendment to the license agreement. On January 24, 2016, pursuant to the terms of a consulting agreement, we issued a warrant to purchase 100,000 shares of our common stock to Consigliere Inc. The warrant is fully vested with an exercise price of $0.23 per share and expires January 23, 2017. On January 21, 2016, we issued to KiwiTech, LLC, a warrant to purchase 312,500 shares of common stock at the exercise price of $0.40 per share, with an expiration date of December 31, 2025. On March 18, 2016, we entered into a Securities Purchase Agreement ("SPA") with Kodiak Capital Group, LLC, and executed two 12% Convertible Redeemable Promissory Notes, each in the principal amount of $50,000. On March 18, 2016, Kodiak funded the first note for $35,000, less $15,000 in due diligence costs and attorney fees, which was retained by Kodiak. Under the terms of the SPA and the second note, the second note is initially paid for by Kodiak's issuance to us of an offsetting secured note for $50,000 (the "Buyer Note"). The terms of the second note do not become effective until Kodiak funds the Buyer Note, which funding is in our sole discretion. The first note and the second note (when funded by the offsetting Buyer Note) accrue interest at the rate of 12% per annum and mature on March 18, 2017 . The outstanding amounts due under the notes are immediately convertible into restricted shares of our common stock after 180 days from the issue date, at Kodiak's sole discretion, at 50% of the lowest closing bid price for the common stock during the 30 consecutive trading days immediately preceding the conversion date, with some exceptions. On March 31, 2016, we, LuvBuds, LLC ("LuvBuds"), Brett Harris ("Harris"), and Tag Distributing LLC, doing business as Consigliere Inc. ("Consigliere"), entered into an Agreement of Termination, Compromise, Settlement and Mutual Release of Claims to resolve, compromise, settle, and dispose of and any and all disputes and claims that exist or may exist among them. The agreement, among other things: (1) terminates the Asset Purchase Agreement of December 17, 2015, among us, LuvBuds, and Harris; (2) terminates the Consulting Agreement of January, 24, 2016, between us and Consigliere; (3) confirms retention by Harris of the stock grant for 300,000 shares of our common stock; (4) confirms retention by Harris of the warrant to purchase 100,000 shares of our common stock; (5) assigns the 70% membership interest in LuvBuds from us to Harris, with Harris assuming the obligations and duties related thereto; and (6) assigns the acquired assets in LuvBuds from us to Harris. Due to termination of the agreement, there was no financial impact during the year December 31, 2015. |
Note 2 - Summary of Significa22
Note 2 - Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
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. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. 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. |
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 maintain our cash balance at a financial institution located in Colorado. Accounts at this institution are insured by the Federal Deposit Insurance Corporation up to $250,000. As of December 31, 2015 and 2014, we had a cash balance of $7,720 and $525,720, respectively. We had an uninsured balance of $275,750 at December 31, 2014. We have not experienced any losses in such accounts, and management believes it is not exposed to any significant credit risk on cash. |
Accounts Receivable | Accounts Receivable Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value. The need for an allowance for uncollectible amounts is evaluated quarterly. We have not deemed it necessary to establish an allowance for doubtful accounts as of December 31, 2015 and 2014. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior year financial information to conform to the presentation used in the financial statements for the year ended December 31, 2015. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We follow paragraph 825-10-50-10 of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC to measure the fair value of our financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amount of our financial assets and liabilities, such as cash, prepaid expenses, and accrued expenses, approximate their fair value because of the short maturity of those instruments. Our notes payable approximate the fair value of such instruments based upon management's best estimate of interest rates that would be available to us for similar financial arrangements at December 31, 2015. |
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 lives of the assets of three years. |
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. |
Earnings (loss) Per Common Share | Earnings (Loss) per Common Share Net income (loss) per common share is computed pursuant to paragraph 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. Our diluted loss per share is the same as the basic loss per share for the years ended December 31, 2015 and 2014, as the inclusion of any potential shares would have had an anti-dilutive effect due to our generating a loss. |
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 We account for employee stock-based compensation in accordance with the guidance of FASB ASC Topic No. 718, Compensation—Stock Compensation, |
Valuation of Intangibles and Long-lived Assets | Valuation of Intangibles and Long-Lived Assets We test intangibles and long-lived assets for recoverability when changes in circumstances indicate the carrying value may not be recoverable, for example, when there are material adverse changes in projected revenues or expenses, significant underperformance relative to historical or projected operating results, and significant negative industry or economic trends. We evaluate recoverability of an asset by comparing its carrying value to the future net undiscounted cash flows that we expect will be generated by the asset. If the comparison indicates that the carrying value of an asset is not recoverable, we recognize an impairment loss for the excess of carrying value over the estimated fair value. |
Income Taxes | Income Taxes We follow paragraph 740-10-30 of the FASB ASC, 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 in the period that includes the enactment date. We adopted paragraph 740-10-25 of the FASB ASC with regards to uncertainty income taxes. Paragraph 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 paragraph 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. Paragraph 740-10-25 also provides guidance on derecognition, classification, interest, 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 paragraph 740-10-25. |
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 substantial doubt 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. |
Note 4 - Property and Equipme23
Note 4 - Property and Equipment: Schedule of Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Property and Equipment | Furniture, fixtures, and equipment, stated at cost, less accumulated depreciation consisted of the following at December 31: 2015 2014 Furniture, fixtures, and equipment $8,403 $8,403 Less: accumulated depreciation (3,225) (416) Fixed assets, net $5,178 $7,987 |
Note 11 - Convertible Notes P24
Note 11 - Convertible Notes Payable: Schedule of Short Term Debt and Maturities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Short Term Debt and Maturities | Note Holder Issue Date Maturity Date Stated Interest Rate Principal Balance Outstanding 12/31/2015 EMA Financial, LLC 10/14/2015 10/14/2016 10% $30,800 Tangiers Investment Group, LLC 11/18/2015 11/19/2016 10 60,000 Kodiak Capital 11/30/2015 12/01/2016 12 50,000 Auctus Fund, LLC 12/03/2015 09/03/2016 10 49,250 Adar Bays, LLC 12/10/2015 12/10/2016 8 35,000 Kodiak Capital 12/15/2015 07/15/2016 8 50,000 $275,050 |
Note 11 - Convertible Notes P25
Note 11 - Convertible Notes Payable: Schedule of Short-Term Debt and Amortization (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Short-Term Debt and Amortization | Note Holder Initial Valuation Current Remaining Debt Discount to Amortize over Five Remaining Months Interest Expense Recognized for Immediately Convertible Notes and One Month of Amortization Balance 12/31/2015 EMA Financial, LLC $30,800 $- $30,800 $30,800 Tangiers Investment Group, LLC 60,000 (45,000) 15,000 15,000 Kodiak Capital 50,000 - 50,000 50,000 Auctus Fund, LLC 49,250 - 49,250 49,250 Adar Bays, LLC 35,000 (32,084) 2,916 2,916 Kodiak Capital 50,000 (45,000) 5,000 5,000 $275,050 $122,084 $152,966 $152,966 |
Note 12 - Stock Warrants_ Sched
Note 12 - Stock Warrants: Schedule of Warrants, Activity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Warrants, Activity | Shares Available to Purchase with Warrants Weighted Average Price Weighted Average Fair Value Outstanding, December 31, 2014 - $- $- Issued 4,200,000 0.05 0.35 Exercised - - - Cancelled (112,500) - - Expired - - - Outstanding, December 31, 2015 4,087,500 $0.05 $0.35 Exercisable, December 31, 2015 4,087,500 $0.0 $0.35 Range of Exercise Prices Number Outstanding 12/31/2015 Weighted Average Remaining Contractual Life Weighted Average Exercise Price $0.05 4,087,500 2.9 years $0.05 |
Note 14 - Income Tax_ Schedule
Note 14 - Income Tax: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | Net deferred tax assets consist of the following components as of December 31: 2015 2014 Deferred Tax Assets: NOL Carryover $1,493,600 $188,900 Related-party accrual - 500 Depreciation 300 1,500 Payroll accrual 6,000 - Deferred tax liabilities: Less valuation allowance (1,499,900) (190,900) Net deferred tax assets $- $- |
Note 14 - Income Tax_ Schedul28
Note 14 - Income Tax: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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: 2015 2014 Book Income (loss) $(1,504,600) $(583,800) Meals and entertainment 1,600 1,000 Depreciation (300) (1,500) Other nondeductible expenses 77,900 394,900 Payroll accrual 6,000 Related party accruals (500) 500 Valuation allowance 1,419,900 188,900 ~ ~ |
Note 1 - Organization and Des29
Note 1 - Organization and Description of Business (Details) - shares | Nov. 11, 2015 | Dec. 31, 2015 | Nov. 10, 2015 | Dec. 31, 2014 | Nov. 12, 2014 |
Entity Incorporation, Date of Incorporation | Aug. 25, 1999 | ||||
Authorized Capital Stock | 80,000,000 | ||||
Common Stock, shares authorized | 75,000,000 | 75,000,000 | 75,000,000 | ||
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||
Mile High Brands | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 49.00% | 49.00% | |||
Gross Revenue Share | 10.00% | ||||
Shares purchased | 10,000,000 | 10,000,000 | |||
Mile High Brands | Common Stock | |||||
Shares Issued | 10,000,000 | 10,000,000 |
Note 2 - Summary of Significa30
Note 2 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Details | |||
Cash | $ 7,720 | $ 525,720 | $ 88,389 |
Note 3 - Going Concern (Details
Note 3 - Going Concern (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Details | ||
Accumulated deficit | $ (5,616,686) | $ (1,758,830) |
Net loss for the year | (3,857,856) | (1,726,337) |
Net cash used in operating activities | $ (750,750) | $ (677,385) |
Note 4 - Property and Equipme32
Note 4 - Property and Equipment: Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Furniture, fixtures, and equipment | $ 8,403 | $ 8,403 |
Less: accumulated depreciation | (3,225) | (416) |
Fixed assets, net | $ 5,178 | $ 7,987 |
Note 4 - Property and Equipme33
Note 4 - Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Details | ||
Depreciation Expense | $ 2,810 | $ 416 |
Note 5 - Software License (Deta
Note 5 - Software License (Details) - Loyl.Me | 12 Months Ended |
Dec. 31, 2015USD ($) | |
License agreement payment terms | The agreement requires nine installment payments of $25,000 each to be paid with a combination of cash and stock and 8% of revenue from the use of the licensed technology. |
Common Stock | |
Payments for Software | $ 255,000 |
Note 6 - Available For Sale S35
Note 6 - Available For Sale Securities (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Available for sale securities | $ 32,500 |
Duby, LLC | |
Acquisition Date | Dec. 10, 2015 |
Business Acquisition, Percentage of Voting Interests Acquired | 1.08% |
Available for sale securities | $ 32,500 |
Note 7 - Investment in Mile H36
Note 7 - Investment in Mile High Brands (Details) - USD ($) | Nov. 11, 2015 | Dec. 31, 2015 | Nov. 10, 2015 |
Impairment loss on investment | $ (1,846,515) | ||
Mile High Brands | |||
Shares purchased | 10,000,000 | 10,000,000 | |
Stock price | $ 0.29 | ||
Value of Original Investment | $ 2,900,000 | ||
Business Acquisition, Percentage of Voting Interests Acquired | 49.00% | 49.00% | |
Investment at fair value | $ 1,049,475 | ||
Impairment loss on investment | $ 1,846,515 | ||
Mile High Brands | Common Stock | |||
Shares Issued | 10,000,000 | 10,000,000 |
Note 8 - Commitments and Cont37
Note 8 - Commitments and Contingencies (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Details | |
Operating Leases, Rent Expense, Minimum Rentals | $ 1,500 |
Lease deposit paid | $ 1,500 |
Note 9 - Related-party Transa38
Note 9 - Related-party Transactions (Details) | Dec. 31, 2014USD ($) |
Details | |
Due to a related party | $ 1,320 |
Note 10 - Notes Payable in De39
Note 10 - Notes Payable in Default (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Notes payable | $ 200,000 |
Debt Instrument, Interest Rate, Stated Percentage | 0.00% |
Notes Payable in Default | |
Notes payable | $ 200,000 |
Debt Instrument, Interest Rate, Stated Percentage | 1.00% |
Debt Instrument, Maturity Date | Mar. 1, 2016 |
Note 11 - Convertible Notes P40
Note 11 - Convertible Notes Payable (Details) - USD ($) | Dec. 15, 2015 | Dec. 10, 2015 | Dec. 06, 2015 | Dec. 03, 2015 | Nov. 30, 2015 | Nov. 18, 2015 | Oct. 15, 2015 | Dec. 31, 2015 | Dec. 16, 2015 | Oct. 14, 2015 |
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | |||||||||
Debt Instrument, Face Amount | $ 275,050 | |||||||||
Debt Instrument, Unamortized Discount | 122,084 | |||||||||
Long-term Debt, Gross | $ 275,050 | |||||||||
EMA Financial, LLC | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||
Debt Instrument, Face Amount | $ 30,800 | |||||||||
Debt Instrument, Issuance Date | Oct. 14, 2015 | |||||||||
Debt Instrument, Unamortized Discount | $ 0 | |||||||||
Debt Instrument, Maturity Date | Oct. 14, 2016 | |||||||||
Long-term Debt, Gross | $ 30,800 | |||||||||
Tangiers Investment Group, LLC | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||
Debt Instrument, Face Amount | $ 60,000 | |||||||||
Debt Instrument, Issuance Date | Nov. 18, 2015 | |||||||||
Debt Instrument, Unamortized Discount | $ (45,000) | |||||||||
Debt Instrument, Maturity Date | Nov. 19, 2016 | |||||||||
Long-term Debt, Gross | $ 60,000 | |||||||||
Kodiak Capital | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||
Debt Instrument, Face Amount | $ 50,000 | |||||||||
Debt Instrument, Issuance Date | Nov. 30, 2015 | |||||||||
Debt Instrument, Unamortized Discount | $ 0 | |||||||||
Debt Instrument, Maturity Date | Dec. 1, 2016 | |||||||||
Long-term Debt, Gross | $ 50,000 | |||||||||
Kodiak Capital | Equity Purchase Agreement | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||
Debt Instrument, Face Amount | $ 50,000 | |||||||||
Debt Instrument, Issuance Date | Dec. 15, 2015 | |||||||||
Debt Instrument, Unamortized Discount | $ (45,000) | |||||||||
Debt Instrument, Maturity Date | Jul. 15, 2016 | |||||||||
Long-term Debt, Gross | $ 50,000 | |||||||||
Kodiak Capital | Equity Purchase Agreement | Common Stock | ||||||||||
Equity Committment Amount | $ 1,000,000 | |||||||||
Auctus Fund, LLC | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||
Debt Instrument, Face Amount | $ 49,250 | |||||||||
Debt Instrument, Issuance Date | Dec. 3, 2015 | |||||||||
Debt Instrument, Unamortized Discount | $ 0 | |||||||||
Debt Instrument, Maturity Date | Sep. 3, 2016 | |||||||||
Long-term Debt, Gross | $ 49,250 | |||||||||
Adar Bays, LLC | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||
Debt Instrument, Face Amount | $ 35,000 | |||||||||
Debt Instrument, Issuance Date | Dec. 10, 2015 | |||||||||
Debt Instrument, Unamortized Discount | $ (32,084) | |||||||||
Debt Instrument, Maturity Date | Dec. 10, 2016 | |||||||||
Long-term Debt, Gross | $ 35,000 | |||||||||
Convertible Notes Payable | EMA Financial, LLC | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 10.00% | ||||||||
Debt Instrument, Face Amount | $ 30,800 | $ 240,000 | $ 28,000 | |||||||
Debt Instrument, Issuance Date | Oct. 19, 2015 | |||||||||
Debt Instrument, Unamortized Discount | $ 3,000 | |||||||||
Debt Instrument, Maturity Date | Oct. 14, 2016 | |||||||||
Conversion feature | convertible into restricted shares of our common stock at any time during the term of the note at EMA's sole discretion at the conversion price of the lower of: (i) the closing sale price of the common stock on the trading day on immediately preceding the Closing Date; and (ii) 50% of the lowest sale price for the common stock during the 25 consecutive trading days immediately preceding the conversion date. | |||||||||
Long-term Debt, Gross | $ 30,800 | |||||||||
Interest Payable, Current | $ 685 | |||||||||
Convertible Notes Payable | Tangiers Investment Group, LLC | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||
Debt Instrument, Unamortized Discount | $ 10,000 | |||||||||
Debt Instrument, Maturity Date | Nov. 19, 2016 | |||||||||
Conversion feature | convertible into restricted shares of common stock after May 19, 2016, at Tangiers's sole discretion at the conversion price of 55% of the lowest sale price for the common stock during the 25 consecutive trading days immediately preceding the conversion date. | |||||||||
Long-term Debt, Gross | $ 60,000 | |||||||||
Interest Payable, Current | $ 723 | |||||||||
Proceeds from Issuance of Debt | $ 60,000 | |||||||||
Convertible Notes Payable | Kodiak Capital | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||
Debt Instrument, Face Amount | $ 50,000 | |||||||||
Debt Instrument, Unamortized Discount | 15,000 | |||||||||
Debt Instrument, Maturity Date | Dec. 1, 2016 | |||||||||
Conversion feature | convertible into restricted shares of our common stock, at Kodiak's sole discretion, at the lower of the closing bid price on the principal market on the trading day preceding the note date or 50% of the lowest closing bid price for the common stock during the 30 consecutive trading days immediately preceding the conversion date, with some exceptions. | |||||||||
Long-term Debt, Gross | $ 50,000 | |||||||||
Interest Payable, Current | 526 | |||||||||
Proceeds from Issuance of Debt | $ 35,000 | |||||||||
Convertible Notes Payable | Kodiak Capital | Equity Purchase Agreement | ||||||||||
Debt Instrument, Face Amount | $ 50,000 | |||||||||
Debt Instrument, Maturity Date | Jul. 15, 2016 | |||||||||
Long-term Debt, Gross | $ 50,000 | |||||||||
Convertible Notes Payable | Auctus Fund, LLC | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||
Debt Instrument, Face Amount | $ 49,250 | |||||||||
Debt Instrument, Unamortized Discount | 5,250 | |||||||||
Debt Instrument, Maturity Date | Sep. 3, 2016 | |||||||||
Conversion feature | convertible into restricted shares of our common stock after December 3, 2015, at Auctus's sole discretion, at the conversion price of 55% of the lowest sale price for the common stock during the 25 consecutive trading days immediately preceding the conversion date. | |||||||||
Long-term Debt, Gross | $ 49,250 | |||||||||
Interest Payable, Current | $ 391 | |||||||||
Proceeds from Issuance of Debt | $ 44,000 | |||||||||
Convertible Notes Payable | Adar Bays, LLC | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||
Debt Instrument, Face Amount | $ 70,000 | |||||||||
Debt Instrument, Unamortized Discount | $ 2,000 | |||||||||
Debt Instrument, Maturity Date | Dec. 10, 2016 | |||||||||
Conversion feature | convertible into restricted shares of common stock after June 10, 2016, at Adar's sole discretion, at the conversion price of 50% of the lowest sale price for the common stock during the 25 consecutive trading days immediately preceding the conversion date. | |||||||||
Long-term Debt, Gross | $ 35,000 | |||||||||
Interest Payable, Current | $ 169 | |||||||||
Proceeds from Issuance of Debt | $ 35,000 |
Note 11 - Convertible Notes P41
Note 11 - Convertible Notes Payable: Schedule of Short Term Debt and Maturities (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Debt Instrument, Interest Rate, Stated Percentage | 0.00% |
Long-term Debt, Gross | $ 275,050 |
EMA Financial, LLC | |
Debt Instrument, Issuance Date | Oct. 14, 2015 |
Debt Instrument, Maturity Date | Oct. 14, 2016 |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% |
Long-term Debt, Gross | $ 30,800 |
Tangiers Investment Group, LLC | |
Debt Instrument, Issuance Date | Nov. 18, 2015 |
Debt Instrument, Maturity Date | Nov. 19, 2016 |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% |
Long-term Debt, Gross | $ 60,000 |
Kodiak Capital | |
Debt Instrument, Issuance Date | Nov. 30, 2015 |
Debt Instrument, Maturity Date | Dec. 1, 2016 |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |
Long-term Debt, Gross | $ 50,000 |
Kodiak Capital | Equity Purchase Agreement | |
Debt Instrument, Issuance Date | Dec. 15, 2015 |
Debt Instrument, Maturity Date | Jul. 15, 2016 |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% |
Long-term Debt, Gross | $ 50,000 |
Auctus Fund, LLC | |
Debt Instrument, Issuance Date | Dec. 3, 2015 |
Debt Instrument, Maturity Date | Sep. 3, 2016 |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% |
Long-term Debt, Gross | $ 49,250 |
Adar Bays, LLC | |
Debt Instrument, Issuance Date | Dec. 10, 2015 |
Debt Instrument, Maturity Date | Dec. 10, 2016 |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% |
Long-term Debt, Gross | $ 35,000 |
Note 11 - Convertible Notes P42
Note 11 - Convertible Notes Payable: Schedule of Short-Term Debt and Amortization (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Initial Valuation | $ 275,050 |
Current Remaining Debt Discount to Amortize over Five Remaining Months | 122,084 |
Interest Expense Recognized for Immediately Convertible Notes and One Month of Amortization | 152,966 |
Convertible notes payable, net of discount of $122,084 | 152,966 |
EMA Financial, LLC | |
Initial Valuation | 30,800 |
Current Remaining Debt Discount to Amortize over Five Remaining Months | 0 |
Interest Expense Recognized for Immediately Convertible Notes and One Month of Amortization | 30,800 |
Convertible notes payable, net of discount of $122,084 | 30,800 |
Tangiers Investment Group, LLC | |
Initial Valuation | 60,000 |
Current Remaining Debt Discount to Amortize over Five Remaining Months | (45,000) |
Interest Expense Recognized for Immediately Convertible Notes and One Month of Amortization | 15,000 |
Convertible notes payable, net of discount of $122,084 | 15,000 |
Kodiak Capital | |
Initial Valuation | 50,000 |
Current Remaining Debt Discount to Amortize over Five Remaining Months | 0 |
Interest Expense Recognized for Immediately Convertible Notes and One Month of Amortization | 50,000 |
Convertible notes payable, net of discount of $122,084 | 50,000 |
Kodiak Capital | Equity Purchase Agreement | |
Initial Valuation | 50,000 |
Current Remaining Debt Discount to Amortize over Five Remaining Months | (45,000) |
Interest Expense Recognized for Immediately Convertible Notes and One Month of Amortization | 5,000 |
Convertible notes payable, net of discount of $122,084 | 5,000 |
Auctus Fund, LLC | |
Initial Valuation | 49,250 |
Current Remaining Debt Discount to Amortize over Five Remaining Months | 0 |
Interest Expense Recognized for Immediately Convertible Notes and One Month of Amortization | 49,250 |
Convertible notes payable, net of discount of $122,084 | 49,250 |
Adar Bays, LLC | |
Initial Valuation | 35,000 |
Current Remaining Debt Discount to Amortize over Five Remaining Months | (32,084) |
Interest Expense Recognized for Immediately Convertible Notes and One Month of Amortization | 2,916 |
Convertible notes payable, net of discount of $122,084 | $ 2,916 |
Note 12 - Stock Warrants (Detai
Note 12 - Stock Warrants (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 24, 2015 | |
Chief Executive Officer | ||
Warrant, Outstanding | 3,000,000 | |
Risk free rate | 1.33% | |
Director 1 | ||
Warrant, Outstanding | 500,000 | |
Consultant 1 | ||
Warrant, Outstanding | 250,000 | |
Director 2 | ||
Warrant, Outstanding | 150,000 | |
Warrant | ||
Cancelled | 112,500 | |
Warrant | Chief Executive Officer | ||
Warrants vested | 1,750,000 | |
Fair value vested | $ 612,500 | |
Fair Value Assumptions, Method Used | Black-Scholes-Merton pricing model | |
Exercise price | $ 0.05 | |
Stock price | $ 0.35 | |
Volatility rate | 842.00% | |
Expected life | 3 years | |
Warrant | Director 1 | ||
Fair value vested | $ 175,000 | |
Fair Value Assumptions, Method Used | Black-Scholes-Merton pricing model | |
Exercise price | $ 0.05 | |
Stock price | $ 0.35 | |
Risk free rate | 1.33% | |
Volatility rate | 842.00% | |
Expected life | 3 years | |
Warrant | Consultant 1 | ||
Fair value vested | $ 87,500 | |
Fair Value Assumptions, Method Used | Black-Scholes-Merton pricing model | |
Exercise price | $ 0.05 | |
Stock price | $ 0.35 | |
Risk free rate | 1.33% | |
Volatility rate | 842.00% | |
Expected life | 3 years | |
Warrant | Director 2 | ||
Warrants vested | 37,500 | |
Fair value vested | $ 13,125 | |
Fair Value Assumptions, Method Used | Black-Scholes-Merton pricing model | |
Exercise price | $ 0.05 | |
Stock price | $ 0.35 | |
Risk free rate | 1.33% | |
Volatility rate | 842.00% | |
Expected life | 3 years | |
National Concessions Group, Inc | ||
Warrant, Outstanding | 300,000 | |
National Concessions Group, Inc | Warrant | ||
Warrants vested | 50,000 | |
Fair value vested | $ 16,000 | |
Fair Value Assumptions, Method Used | Black-Scholes-Merton pricing model | |
Exercise price | $ 0.05 | |
Stock price | $ 0.32 | |
Risk free rate | 0.80% | |
Volatility rate | 848.10% | |
Expected life | 1 year 4 months 24 days |
Note 12 - Stock Warrants_ Sch44
Note 12 - Stock Warrants: Schedule of Warrants, Activity (Details) | 12 Months Ended | |
Dec. 31, 2015$ / sharesshares | Dec. 31, 2014$ / sharesshares | |
Expired, Weighted Average Fair value | $ 0 | |
Warrant | ||
Warrants, Outstanding, Beginning Balance | shares | 0 | |
Outstanding, Weighted Average Exercise Price, Starting Balance | $ 0 | |
Outstanding, Weighted Average Fair Value | $ 0.35 | $ 0 |
Issued | shares | 4,200,000 | |
Issued, Weighted Average Exercise Price | $ 0.05 | |
Issued, Weighted Average Fair value | $ 0.35 | |
Exercised | shares | 0 | |
Exercised, Weighted Average Exercise Price | $ 0 | |
Exercised, Weighted Average Fair value | $ 0 | |
Cancelled | shares | (112,500) | |
Cancelled, Weighted Average Exercise Price | $ 0 | |
Cancelled, Weighted Average Fair value | $ 0 | |
Expired | shares | 0 | |
Expired, Weighted Average Exercise Price | $ 0 | |
Warrants, Outstanding, Ending Balance | shares | 4,087,500 | 0 |
Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.05 | $ 0 |
Exercisable | 4,087,500 | |
Exercisable, Weighted Average Fair Value | $ 0.35 | |
Range of Exercise Price | $ 0.05 | |
Number Outstanding | shares | 4,087,500 | |
Weighted Average Remaining Contractual Life | 2 years 10 months 24 days | |
Weighted Average Exercise Price | $ 0.05 |
Note 13 - Stockholders' Equit45
Note 13 - Stockholders' Equity (deficit) (Details) - USD ($) | Nov. 11, 2015 | Oct. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 10, 2015 | Oct. 10, 2015 | Jul. 10, 2015 | Apr. 10, 2015 | Feb. 09, 2015 | ||
Issuance of common stock, Value | $ 2,900,000 | [1] | $ 1,087,400 | [2] | ||||||||||
Issuance of common stock for compensation, Value | 1,012,500 | |||||||||||||
Stock based compensation expense | $ 904,125 | $ 1,012,500 | ||||||||||||
Cannasys Colorado | ||||||||||||||
Percentage of Issued and Outstanding Shares Acqured in Connection with Merger | 100.00% | |||||||||||||
Issuance 1 | ||||||||||||||
Issuance of common stock, Value | $ 500,000 | |||||||||||||
Issuance 2 | ||||||||||||||
Issuance of common stock, Value | 387,400 | |||||||||||||
B44 | ||||||||||||||
Issuance of common stock, Value | $ 200,000 | |||||||||||||
Loyl.Me | ||||||||||||||
Stock price | $ 0.322 | $ 1.04 | $ 1.47 | $ 2 | ||||||||||
Stock based compensation expense | $ 25,000 | $ 25,000 | $ 8,250 | $ 50,000 | ||||||||||
Mile High Brands | ||||||||||||||
Stock price | $ 0.29 | |||||||||||||
Shares purchased | 10,000,000 | 10,000,000 | ||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 49.00% | 49.00% | ||||||||||||
Value of Original Investment | $ 2,900,000 | |||||||||||||
Common Stock | ||||||||||||||
Issuance of common stock, Shares | 10,000,000 | [1] | 3,685,667 | [2] | ||||||||||
Issuance of common stock, Value | $ 10,000 | [1] | $ 3,686 | [2] | ||||||||||
Issuance of common stock for compensation, Shares | 675,000 | |||||||||||||
Issuance of common stock for compensation, Value | $ 675 | |||||||||||||
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Shares Issued | 6,000,000 | |||||||||||||
Merger acquisition, Shares | 2,723,088 | |||||||||||||
Shares Eliminated in Consolidation | 1,601,912 | |||||||||||||
Stock Issued During Period, Shares, License Agreement | 132,290 | |||||||||||||
Common Stock | Issuance 1 | ||||||||||||||
Issuance of common stock, Shares | 1,000,000 | |||||||||||||
Common Stock | Issuance 2 | ||||||||||||||
Issuance of common stock, Shares | 645,667 | |||||||||||||
Common Stock | B44 | ||||||||||||||
Issuance of common stock, Shares | 2,040,000 | |||||||||||||
Common Stock | Loyl.Me | ||||||||||||||
Stock Issued During Period, Shares, License Agreement | 77,640 | 24,038 | 5,612 | 25,000 | ||||||||||
Common Stock | Mile High Brands | ||||||||||||||
Shares Issued | 10,000,000 | 10,000,000 | ||||||||||||
[1] | for investment | |||||||||||||
[2] | for cash |
Note 14 - Income Tax_ Schedul46
Note 14 - Income Tax: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Tax Assets: | ||
NOL Carryover | $ 1,493,600 | $ 188,900 |
Related-party accrual | 0 | 500 |
Depreciation | 300 | 1,500 |
Payroll accrual | 6,000 | 0 |
Deferred Tax Liabilities: | ||
Less valuation allowance | (1,499,900) | (190,900) |
Net deferred tax assets | $ 0 | $ 0 |
Note 14 - Income Tax_ Schedul47
Note 14 - Income Tax: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Details | ||
Book Income (loss) | $ (1,504,600) | $ (583,800) |
Meals and Entertainment | 1,600 | 1,000 |
Depreciation | (300) | (1,500) |
Other Nondeductible Expense | 77,900 | 394,900 |
Payroll accrual | 6,000 | |
Related party accruals | (500) | 500 |
Valuation allowance | $ 1,419,900 | $ 188,900 |
Income Tax Expense (Benefit), Total |
Note 14 - Income Tax (Details)
Note 14 - Income Tax (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Details | |
Net Operating Loss Carryforwards | $ 2,072,000 |
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2033 |
Note 15 - Subsequent Events (De
Note 15 - Subsequent Events (Details) - USD ($) | Mar. 31, 2016 | Mar. 18, 2016 | Feb. 08, 2016 | Jan. 25, 2016 | Jan. 21, 2016 | Jan. 14, 2016 | Jan. 13, 2016 | Nov. 30, 2015 | Dec. 31, 2015 | Jan. 24, 2016 |
Debt Instrument, Face Amount | $ 275,050 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | |||||||||
Debt Instrument, Unamortized Discount | $ 122,084 | |||||||||
Common Stock | ||||||||||
Stock Issued During Period, Shares, License Agreement | 132,290 | |||||||||
Convurge, LLC | Common Stock | ||||||||||
Stock Issued During Period, Shares, License Agreement | 50,000 | |||||||||
Kodiak Capital | ||||||||||
Debt Instrument, Face Amount | $ 50,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||
Debt Instrument, Maturity Date | Dec. 1, 2016 | |||||||||
Debt Instrument, Unamortized Discount | $ 0 | |||||||||
Kodiak Capital | Convertible Notes Payable | ||||||||||
Debt Instrument, Face Amount | $ 50,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||
Debt Instrument, Maturity Date | Dec. 1, 2016 | |||||||||
Conversion feature | convertible into restricted shares of our common stock, at Kodiak's sole discretion, at the lower of the closing bid price on the principal market on the trading day preceding the note date or 50% of the lowest closing bid price for the common stock during the 30 consecutive trading days immediately preceding the conversion date, with some exceptions. | |||||||||
Proceeds from Issuance of Debt | $ 35,000 | |||||||||
Debt Instrument, Unamortized Discount | $ 15,000 | |||||||||
Subsequent Event | Accountant | ||||||||||
Stock issued for Accounting Services | 25,000 | |||||||||
Subsequent Event | Viridian Capital Advisors, LLC | ||||||||||
Warrant, Outstanding | 250,000 | |||||||||
Subsequent Event | B44 | Notes Payable, Other Payables | ||||||||||
Warrant, Outstanding | 225,000 | |||||||||
Debt Instrument, Face Amount | $ 75,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | |||||||||
Debt Instrument, Maturity Date | Jun. 30, 2016 | |||||||||
Subsequent Event | Colonial Stock Transfer | Convertible Notes Payable | ||||||||||
Debt Instrument, Face Amount | $ 6,605 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||
Debt Instrument, Maturity Date | Jan. 14, 2017 | |||||||||
Conversion feature | convertible into restricted shares of our common stock, at Colonial's sole discretion, at a conversion price equal to 55% of the lowest trade price for the common stock during the 25 consecutive trading days immediately preceding the conversion date. | |||||||||
Subsequent Event | Consigliere Inc | ||||||||||
Exercise Price of Warrants | $ 0.23 | |||||||||
Settlement Agreement Terms | (1) terminates the Asset Purchase Agreement of December 17, 2015, among us, LuvBuds, and Harris; (2) terminates the Consulting Agreement of January, 24, 2016, between us and Consigliere; (3) confirms retention by Harris of the stock grant for 300,000 shares of our common stock; (4) confirms retention by Harris of the warrant to purchase 100,000 shares of our common stock; (5) assigns the 70% membership interest in LuvBuds from us to Harris, with Harris assuming the obligations and duties related thereto; and (6) assigns the acquired assets in LuvBuds from us to Harris. | |||||||||
Subsequent Event | Consigliere Inc | Warrant | ||||||||||
Warrant, Outstanding | 100,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Jan. 23, 2017 | |||||||||
Subsequent Event | KiwiTech, LLC | ||||||||||
Exercise Price of Warrants | $ 0.40 | |||||||||
Subsequent Event | KiwiTech, LLC | Warrant | ||||||||||
Warrant, Outstanding | 312,500 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Dec. 31, 2025 | |||||||||
Subsequent Event | Kodiak Capital | ||||||||||
Conversion feature | convertible into restricted shares of our common stock after 180 days from the issue date, at Kodiak's sole discretion, at 50% of the lowest closing bid price for the common stock during the 30 consecutive trading days immediately preceding the conversion date, with some exceptions | |||||||||
Subsequent Event | Kodiak Capital | Convertible Notes Payable | ||||||||||
Debt Instrument, Face Amount | $ 50,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||
Debt Instrument, Maturity Date | Mar. 18, 2017 | |||||||||
Proceeds from Issuance of Debt | $ 35,000 | |||||||||
Debt Instrument, Unamortized Discount | 15,000 | |||||||||
Subsequent Event | Kodiak Capital | Buyer Note | ||||||||||
Debt Instrument, Face Amount | $ 50,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||
Debt Instrument, Maturity Date | Mar. 18, 2017 |