MJ (MJNE) 10-Q 19 Dec 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	9 Months Ended
	Sep. 30, 2017shares
Document and Entity Information:
Entity Registrant Name	MJ Holdings, Inc.
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Trading Symbol	mjne
Amendment Flag	false
Entity Central Index Key	1,456,857
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	12,227,939
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	2,017
Document Fiscal Period Focus	Q3

MJ Holdings, Inc. - Condensed C

MJ Holdings, Inc. - Condensed Consolidated Balance Sheets - USD ($)		Sep. 30, 2017	Dec. 31, 2016
Current Assets:
Cash		$ 51,324	$ 463,773
Accounts receivable		25,155	30,187
Prepaid assets			6,862
Current assets held for disposition			54,419
Total Currents Assets		76,479	555,241
Property and equipment, net	[1]	722	1,222
Noncurrent assets held for disposition			3,807,782
Total Assets		77,201	4,364,245
Current Liabilities:
Accounts payable and accrued liabilities		49,017	130,889
Accrued liabilities due to related party			2,132
Current liabilities held for disposition			2,722,865
Total current liabilities		49,017	2,855,886
Security deposits			70,168
Total Liabilities		49,017	2,926,054
Stockholders' Equity
Preferred stock	[2]
Common stock	[3]	14,028	14,028
Additional paid-in capital		3,200,998	2,779,105
Accumulated deficit		(1,638,842)	(1,354,942)
Less: Treasury Stock	[4]	(1,548,000)
Total Stockholders' Deficit		28,184	1,438,191
Total Liabilities and Stockholders' Deficit		$ 77,201	$ 4,364,245
[1]	Net of accumulated depreciation of $1,278 and $778
[2]	$0.001 par value, 5,000,000 shares authorized; 0 shares issued and outstanding
[3]	$0.001 par value, 95,000,000 shares authorized; 14,027,939 shares issued; 12,227,939 and 14,027,939 shares outstanding at September 30, 2017, and December 31, 2016, respectively.
[4]	at cost; 1,800,000 shares at September 30, 2017

Statement of Financial Position

Statement of Financial Position - Parenthetical - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Statement of Financial Position
Preferred Stock, Par Value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	5,000,000	5,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	95,000,000	95,000
Common Stock, Shares Issued	14,027,939	14,027,939
Common Stock, Shares Outstanding	12,227,939	14,027,939

MJ Holdings, Inc. - Condensed 4

MJ Holdings, Inc. - Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Statement
Revenues		$ 6,900		$ 9,039
Operating Expenses:
General and administrative	$ 25,500	9,348	$ 298,701	67,726
Depreciation expense	166	166	500	500
Total operating expenses	25,666	9,514	299,201	68,226
Operating loss	(25,666)	(2,614)	(299,201)	(59,187)
Other income		26		89
Loss before income taxes	(25,666)	(2,588)	(299,201)	(59,098)
Provision for income taxes
Loss from continuing operations, net of tax	(25,666)	(2,588)	(299,201)	(59,098)
Income from discontinued operations, net of tax		51,376	15,301	125,018
Net income (loss)	$ (25,666)	$ 48,788	$ (283,900)	$ 65,920
Basic and diluted net income (loss) per common share:
Continuing operations	$ (0.002)	$ (0.001)	$ (0.024)	$ (0.004)
Discontinued operations		0.004	0.001	0.009
Net income (loss) per common share	$ (0.002)	$ 0.003	$ (0.230)	$ 0.005
Weighted average shares outstanding, basic and diluted	12,227,939	14,027,939	12,293,873	14,027,939

MJ Holdings, Inc. - Condensed 5

MJ Holdings, Inc. - Condensed Consolidated Statements of Cash Flows - USD ($)		9 Months Ended
		Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities:
Net income (loss)		$ (283,900)	$ 65,920
Less: income from discontinued operations, net of tax		(15,301)	(125,018)
Loss from continuing operations, net of tax		(299,201)	(59,098)
Adjustments to reconcile loss from continuing operations to net cash provided by (used in) operating activities:
Depreciation		500	500
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities, increase decrease		31,485	375
Net cash used in operating activities, continuing operations		(267,216)	(58,223)
Net cash provided by (used in) operating activities, discontinued operations		(10,200)	180,589
Net Cash Provided by (Used in) Operating Activities		(277,416)	122,366
Cash flows from investing activities:
Payment of cash through exchange offer	[1]	(135,033)
Investment in real estate loan receivable			(150,000)
Repayment of investment in real estate loan receivable			150,000
Net cash used in investing activities, continuing operations		(135,033)
Net cash used in investing activities, discontinued operations			(3,974)
Net Cash Used in Investing Activities		(135,033)	(3,974)
Cash flows from financing activities:
Net Cash Provided by Financing Activities
Net increase (decrease) in cash		(412,449)	118,392
Cash at beginning of period		463,773	303,368
Cash at end of period		51,324	421,760
Supplemental disclosure of cash flow information:
Cash paid for interest to related party		45,417	204,375
Supplemental schedule of non-cash financing activities:
Disposition of real estate business through exchange offer	[1]	$ 1,126,107
[1]	See Note 3

Note 1 - Interim Financial Stat

Note 1 - Interim Financial Statements	9 Months Ended
	Sep. 30, 2017
Notes
Note 1 - Interim Financial Statements	Note 1 — Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, these condensed consolidated financial statements do not include all of the information and footnotes required for audited annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the condensed consolidated financial statements not misleading have been included. The balance sheet at December 31, 2016, has been derived from the Company’s audited consolidated financial statements as of that date. The unaudited condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and the notes thereto that are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, that was filed with the SEC on March 30, 2017. The results of operations for the nine months ended September 30, 2017, are not necessarily indicative of the results to be expected for the full year. The unaudited condensed consolidated financial statements include the accounts of the Company and its previously wholly owned subsidiaries, 5353 Joliet, LLC, MJ Havana, LLC, and MJ Sheridan, LLC. Intercompany balances and transactions have been eliminated in consolidation. Effective February 1, 2017, the Company transferred its ownership interests in its wholly owned subsidiaries as part of the exchange transaction discussed below in Note 3.

Note 2 - Summary of Significant

Note 2 - Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2017
Notes
Note 2 - Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies The significant accounting policies followed by the Company for interim reporting are consistent with those included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. There were no material changes to our significant accounting policies during the interim period ended September 30, 2017. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued guidance to clarify the principles for recognizing revenue. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance provides a comprehensive framework for revenue recognition that supersedes current general revenue guidance and most industry-specific guidance. In addition, the guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. An entity should apply the guidance either retrospectively to each prior reporting period presented or retrospectively with the cumulative adjustment at the date of the initial application. In July 2015, the FASB delayed the effective date of the new guidance to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is now permitted after the original effective date of December 15, 2016. The Company is still evaluating the impact of adopting the new accounting guidance, but does not expect the adoption to have a material impact on its consolidated financial statements.

Note 3 - Disposition of Real Es

Note 3 - Disposition of Real Estate Business	9 Months Ended
	Sep. 30, 2017
Notes
Note 3 - Disposition of Real Estate Business	Note 3 — Disposition of Real Estate Business On November 22, 2016, in connection with a plan to divest its real estate business, the Company submitted to its shareholders an offer to exchange (the "Exchange Offer") the Company's common stock for shares in MJ Real Estate Partners, LLC, (“MJRE”) a newly formed LLC formed for the sole purpose of effecting the Exchange Offer. On January 10, 2017, the Company accepted for exchange 1,800,000 shares of the Company's common stock in exchange for 1,800,000 shares of MJRE's common units, representing membership interests in MJRE. Effective February 1, 2017, the Company transferred its ownership interests in the real estate properties and its subsidiaries, through which the Company held ownership of the real estate properties, to MJRE. MJRE also assumed the senior notes and any and all obligations associated with the real estate properties and business, effective February 1, 2017. On February 1, 2017, the 1,800,000 shares of the Company's common stock acquired in the Exchange Offer was recorded as an acquisition of treasury stock at a cost equal to the market value of the shares of the Company's common stock accepted in the exchange offer. The difference of $421,893 between the market value of the treasury stock acquired in the Exchange Offer and the net book value of the assets and liabilities exchanged was recorded as additional paid-in capital due to the common controlling interests between the two entities involved with the Exchange Offer. In addition, $135,033 of cash was transferred to MJRE to cover accrued property taxes and security deposits, less prepaid property insurance premiums, held by the Company that were previously collected from the tenants of the real estate properties exchanged. The historical results of the disposed assets and liabilities are shown in the Company's financial statements as discontinued operations for periods presented before the exchange. In subsequent periods, the Company's financial statements will no longer reflect the assets, liabilities, results of operations or cash flows attributable to the disposed assets and liabilities. A summary of the difference between the market value of the treasury stock acquired in the Exchange Offer and the net book value of the assets and liabilities exchanged that was recorded as additional paid-in capital on February 1, 2017, is as follows: February 1, 2017 Treasury stock acquired via exchange 1,800,000 shares at $0.86 per share (market value as of 1/10/2017) $ 1,548,000 Net book value of assets and liabilities exchanged: Land $ 747,389 Building and improvements 3,145,167 Less: accumulated depreciation (266,406) Real estate property, net 3,626,150 Deferred rent receivable 99,359 Deferred leasing costs 127,360 Total assets exchanged 3,852,869 Notes payable, net of unamortized debt issuance costs (2,723,292) Other accrued liabilities (3,470) Net book value of assets and liabilities exchanged $ 1,126,107 Change in additional paid-in capital $ 421,893 A summary of the results of operations reported as discontinued operations for the three and nine months ended September 30, 2017 and 2016, is as follows: For the three months ended September 30, For the nine months ended September 30, 2017 2016 2017 2016 Net revenues $ — $ 181,498 $ 57,978 $ 519,492 Operating expenses: Property expenses — 31,278 9,883 94,977 Depreciation expense — 29,439 9,659 87,181 Total operating expenses — 60,717 19,542 182,158 Operating income — 120,781 38,436 337,334 Interest expense, net - related party — (68,125) (22,708) (204,375) Interest expense, net — (1,280) (427) (7,941) Income before income taxes — 51,376 15,301 125,018 Provision for income taxes — — — — Income from discontinued operations, net of tax $ — $ 51,376 $ 15,301 $ 125,018

Note 4 - Going Concern

Note 4 - Going Concern	9 Months Ended
	Sep. 30, 2017
Notes
Note 4 - Going Concern	Note 4 — Going Concern The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. During the first quarter of 2017, the Company divested their real estate properties and associated business. During the nine months ended September 30, 2017, the Company generated a loss from continuing operations of $299,201 and used $267,216 of cash for continuing operations. Subsequent to the divestiture of its real estate business, the Company does not expect to generate revenues for the next six to nine months. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company is developing mobile and computer based applications focused on providing cannabis for medical use content and educational materials to licensed medical professionals, in addition to matching patients with medical professionals who are familiar with the therapeutic effects and indications of cannabinoids and making social connections by and between cannabis users. Our goal is to develop a “freemium” based business model, where we offer our services for free in an effort to build and develop a user-base. We expect to generate revenues in the future through advertising and by marketing premium products and services to our growing user-base. Although we can provide no assurances, we believe our cash on hand will provide sufficient liquidity and capital resources to fund our business for the next twelve months. In the event the Company experiences liquidity and capital resource constraints because of unanticipated operating losses, we may need to raise additional capital in the form of equity and/or debt financing. If such additional capital is not available on terms acceptable to us or at all, then we may need to curtail our operations and/or take additional measures to conserve and manage our liquidity and capital resources, any of which would have a material adverse effect on our financial position, results of operations, and our ability to continue in existence. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 5 - Related Party Transact

Note 5 - Related Party Transactions	9 Months Ended
	Sep. 30, 2017
Notes
Note 5 - Related Party Transactions	Note 5 — Related Party Transactions During the nine months ended September 30, 2017 and 2016, the Company paid $45,417 and $204,375, respectively, for interest due pursuant to $2,725,000 of promissory notes held by Chemtov Mortgage Group (“CMG”), an entity wholly-owned by the Company's previous co-CEO and current shareholder, Shawn Chemtov. On February 1, 2017, the promissory notes held by CMG were exchanged as part of the Exchange Offer discussed above in Note 3. During the nine months ended September 30, 2017, the Company paid $75,000 to each of the Company’s co-CEOs, Mr. Laufer and Mr. Chemtov, as a result of one-time bonuses earned as part of employment agreements executed in April 2017. In May 2017, Mr. Chemtov resigned from his position as co-CEO of the Company and from its Board of Directors. As part of the separation, the Company paid Mr. Chemtov $75,000 during the nine months ended September 30, 2017. In May 2016, the Company invested $150,000 in a $1,750,000 promissory note secured by the assignment of a mortgage on real estate property located in Miami, Florida. The mortgage was held by CMG, an entity wholly-owned by the Company's previous co-CEO and current shareholder, Shawn Chemtov. The Company did not incur any loan origination fees or any other costs associated with the mortgage investment. The promissory note paid interest at 12% per annum and provided for cash interest payments on a monthly basis, commencing on July 1, 2016. The Company earned $6,900 and 9,039 of interest income, recorded as revenue, as a result of the $150,000 investment during the three and nine months ended September 30, 2016. The outstanding principal amount and unpaid interest were repaid in September 2016.

Note 6 - Outstanding Warrants

Note 6 - Outstanding Warrants	9 Months Ended
	Sep. 30, 2017
Notes
Note 6 - Outstanding Warrants	Note 6 — Outstanding Warrants A summary of warrants issued, exercised and expired during the nine months ended September 30, 2017, is as follows: Weighted Avg. Exercise Warrants: Shares Price Balance at January 1, 2017 166,665 $ 5.88 Issued — — Exercised — — Expired — — Balance at September 30, 2017 166,665 $ 5.88

Note 7 - Basic and Diluted Earn

Note 7 - Basic and Diluted Earnings (loss) Per Common Share	9 Months Ended
	Sep. 30, 2017
Notes
Note 7 - Basic and Diluted Earnings (loss) Per Common Share	Note 7 — Basic and Diluted Earnings (Loss) per Common Share Basic earnings (loss) per share is computed by dividing the net income or net loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated using the treasury stock method and reflects the potential dilution that could occur if warrants were exercised and were not anti-dilutive. For the three and nine months ended September 30, 2017 and 2016, basic and diluted earnings (loss) per common share were the same since there were no potentially dilutive shares outstanding during the respective periods. Outstanding warrants as of September 30, 2017 and 2016, to purchase 166,665 shares of common stock were not included in the calculations of diluted income per share because the impact would have been anti-dilutive for each of the periods presented.

Note 8 - Subsequent Events

Note 8 - Subsequent Events	9 Months Ended
	Sep. 30, 2017
Notes
Note 8 - Subsequent Events	Note 8 — Subsequent Events On November 15, 2017, in connection with the acquisition of Red Earth, discussed below, and the Company’s desire to monetize the assets into an operating business, the Company’s Board of Directors appointed Mr. Paris Balaouras as the Company’s CEO. On December 14, 2017, the Company’s Board of Directors approved the spin-off of the intellectual property, trademark and domain names related to the Company’s social meet-up app, Toker. The Company’s stockholders will receive one share of common stock in a new public company (“NewCo”), which will own the Toker intellectual property and business, for every one share of MJ Holdings common stock held as of 5:00 p.m. Eastern time on December 14, 2017. NewCo plans to file a Form 10 in connection with the spinoff and will bear all associated costs related to the spinoff and its future business operations. The spin-off is expected to occur during the second quarter of 2018. On December 15, 2017, the Company acquired 100% of the outstanding membership interests of Red Earth, LLC, a Nevada limited liability company (“Red Earth”) for 52,732,969 shares of common stock of the Company, par value $0.001 and a Promissory Note in the amount of $900,000. The Promissory Note accrues interest at 0.25% per annum and is due on October 30, 2018. At the discretion of the noteholder, the Promissory Note and any accrued and unpaid interest are convertible into shares of the Company’s common stock at $0.75 per share. Upon maturity, the outstanding principal amount and any accrued and unpaid interest on this Promissory Note will automatically convert into shares of the Company’s common stock at $0.75 per share. Red Earth is a holding company, whose assets are, a provisional cultivation license to grow marijuana in the city of Las Vegas in the state of Nevada and a triple net leasehold interest in a 17,298-square foot building located at 2310 Western Avenue Las Vegas, Nevada. The lease is for an initial term of 10 years, with a 12-month rent abatement. The commencement date of the lease was June 29, 2017. The Lease includes two options to extend, each for an additional 5 years. The lease grants Tenant an option to purchase the property on or after the 25th month of the lease and continuing through the 60th month of the lease for the sum of $2,607,880. In connection with and contemporaneous with the acquisition of Red Earth, the Company sold an aggregate of 4,377,241 shares of the Company’s common stock at a price of $0.75 per share for proceeds of $3,282,931 as part of an offering of the Company’s securities (the “Offering”). The proceeds of the Offering will be used to develop certain business opportunities, including but not limited to monetizing the Red Earth assets. On December 15, 2017, in accordance with Nevada Revised Statues (NRS) sec.78.335, the Company’s Board of Directors appointed Paris Balaouras to the Board of Directors to fill a vacancy on the board. Contemporaneous to said appointment, Mr. Laufer resigned from the board of directors and as CEO of the Company, subsequent to the resignation; Mr. Balaouras, became the sole officer and director of the Company.

Note 2 - Summary of Significa14

Note 2 - Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies)	9 Months Ended
	Sep. 30, 2017
Policies
Recent Accounting Pronouncements	Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued guidance to clarify the principles for recognizing revenue. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance provides a comprehensive framework for revenue recognition that supersedes current general revenue guidance and most industry-specific guidance. In addition, the guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. An entity should apply the guidance either retrospectively to each prior reporting period presented or retrospectively with the cumulative adjustment at the date of the initial application. In July 2015, the FASB delayed the effective date of the new guidance to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is now permitted after the original effective date of December 15, 2016. The Company is still evaluating the impact of adopting the new accounting guidance, but does not expect the adoption to have a material impact on its consolidated financial statements.

Note 3 - Disposition of Real 15

Note 3 - Disposition of Real Estate Business: Schedule of Disposal Group Including Discontinued Operation Balance Sheet Disclosure Table Text Block (Tables)	9 Months Ended
	Sep. 30, 2017
Tables/Schedules
Schedule of Disposal Group Including Discontinued Operation Balance Sheet Disclosure Table Text Block	February 1, 2017 Treasury stock acquired via exchange 1,800,000 shares at $0.86 per share (market value as of 1/10/2017) $ 1,548,000 Net book value of assets and liabilities exchanged: Land $ 747,389 Building and improvements 3,145,167 Less: accumulated depreciation (266,406) Real estate property, net 3,626,150 Deferred rent receivable 99,359 Deferred leasing costs 127,360 Total assets exchanged 3,852,869 Notes payable, net of unamortized debt issuance costs (2,723,292) Other accrued liabilities (3,470) Net book value of assets and liabilities exchanged $ 1,126,107 Change in additional paid-in capital $ 421,893

Note 3 - Disposition of Real 16

Note 3 - Disposition of Real Estate Business: Schedule of Disposal Group Not Discontinued Operation Income Statement Disclosures Table Text Block (Tables)	9 Months Ended
	Sep. 30, 2017
Tables/Schedules
Schedule of Disposal Group Not Discontinued Operation Income Statement Disclosures Table Text Block	For the three months ended September 30, For the nine months ended September 30, 2017 2016 2017 2016 Net revenues $ — $ 181,498 $ 57,978 $ 519,492 Operating expenses: Property expenses — 31,278 9,883 94,977 Depreciation expense — 29,439 9,659 87,181 Total operating expenses — 60,717 19,542 182,158 Operating income — 120,781 38,436 337,334 Interest expense, net - related party — (68,125) (22,708) (204,375) Interest expense, net — (1,280) (427) (7,941) Income before income taxes — 51,376 15,301 125,018 Provision for income taxes — — — — Income from discontinued operations, net of tax $ — $ 51,376 $ 15,301 $ 125,018

Note 6 - Outstanding Warrants_

Note 6 - Outstanding Warrants: Schedule of Stockholders' Equity Note, Warrants or Rights (Tables)	9 Months Ended
	Sep. 30, 2017
Tables/Schedules
Schedule of Stockholders' Equity Note, Warrants or Rights	Weighted Avg. Exercise Warrants: Shares Price Balance at January 1, 2017 166,665 $ 5.88 Issued — — Exercised — — Expired — — Balance at September 30, 2017 166,665 $ 5.88

Note 3 - Disposition of Real 18

Note 3 - Disposition of Real Estate Business (Details) - USD ($)	2 Months Ended
	Feb. 01, 2017	Sep. 30, 2017	Jan. 10, 2017	Dec. 31, 2016
Details
Number of Shares Issued in Exchange			1,800,000
Treasury Stock, Shares, Acquired	1,800,000
Additional paid-in capital	$ 421,893	$ 3,200,998		$ 2,779,105
Cash Transferred for Accrued Taxes	$ 135,033

Note 3 - Disposition of Real 19

Note 3 - Disposition of Real Estate Business: Schedule of Disposal Group Including Discontinued Operation Balance Sheet Disclosure Table Text Block (Details) - USD ($)	Sep. 30, 2017		Feb. 01, 2017	Dec. 31, 2016
Details
Less: Treasury Stock	$ (1,548,000)	[1]	$ 1,548,000		[1]
Disposal Group Including Discontinued Operation Property Land Noncurrent			747,389
Disposal Group Including Discontinued Operation Building and Improvements Noncurrent			3,145,167
Disposal Group Including Discontinued Operation Accumulated Depreciation			(266,406)
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment, Noncurrent			3,626,150
Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent			99,359
Disposal Group, Including Discontinued Operation, Capital Leased Assets, Noncurrent			127,360
Disposal Group, Including Discontinued Operation, Assets			3,852,869
Disposal Group, Including Discontinued Operation, Accounts Payable, Current			(2,723,292)
Disposal Group, Including Discontinued Operation, Accrued Liabilities, Current			(3,470)
Net Book Value of Assets and Liabilities Exchanged			1,126,107
Additional paid-in capital	$ 3,200,998		$ 421,893	$ 2,779,105
[1]	at cost; 1,800,000 shares at September 30, 2017

Note 3 - Disposition of Real 20

Note 3 - Disposition of Real Estate Business: Schedule of Disposal Group Not Discontinued Operation Income Statement Disclosures Table Text Block (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Details
Disposal Group, Including Discontinued Operation, Revenue	$ 181,498	$ 57,978	$ 519,492
Operating Expenses:
Discontinued Operations Property Expenses	31,278	9,883	94,977
Depreciation and Amortization, Discontinued Operations	29,439	9,659	87,181
Disposal Group, Including Discontinued Operation, Operating Expense	60,717	19,542	182,158
Disposal Group, Including Discontinued Operation, Operating Income (Loss)	120,781	38,436	337,334
Disposal Group Including Discontinued Operation Interest Expense Related Party	(68,125)	(22,708)	(204,375)
Disposal Group, Including Discontinued Operation, Interest Expense	(1,280)	(427)	(7,941)
Disposal Group Including Discontinued Operation Income Before Income Taxes	51,376	15,301	125,018
Income from discontinued operations, net of tax	$ 51,376	$ 15,301	$ 125,018

Note 4 - Going Concern (Details

Note 4 - Going Concern (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Details
Loss before income taxes	$ 25,666	$ 2,588	$ 299,201	$ 59,098
Net cash used in operating activities, continuing operations			$ 267,216	$ 58,223

Note 5 - Related Party Transa22

Note 5 - Related Party Transactions (Details) - USD ($)	3 Months Ended	6 Months Ended	9 Months Ended
	Sep. 30, 2016	Jun. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Jun. 30, 2017	May 31, 2017
Interest Expense, Related Party			$ 45,417	$ 204,375
Investment in Promissory Note		$ 150,000
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate		12.00%
Interest Income (Expense), Net	$ 6,900
Co-CEO's
Due to Related Parties, Current					$ 75,000
Mr. Chemtov
Supplemental Unemployment Benefits, Severance Benefits						$ 75,000

Note 6 - Outstanding Warrants23

Note 6 - Outstanding Warrants: Schedule of Stockholders' Equity Note, Warrants or Rights (Details)	Sep. 30, 2017$ / sharesshares
Details
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares	166,665
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 5.88
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares	166,665
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 5.88

Note 7 - Basic and Diluted Ea24

Note 7 - Basic and Diluted Earnings (loss) Per Common Share (Details)	9 Months Ended
	Sep. 30, 2017shares
Details
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	166,665