Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 11, 2014 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'MJ Holdings, Inc. | ' |
Entity Central Index Key | '0001456857 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 13,844,030 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Balance_Sheets
Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Current Assets: | ' | ' |
Cash | $1,147,129 | $478 |
Prepaid and other current assets | 21,599 | ' |
Total Current Assets | 1,168,728 | 478 |
Property and equipment, net of accumulated depreciation of $1,924 and $0, respectively | 2,212,076 | ' |
Other assets | 9,040 | ' |
Total Assets | 3,389,844 | 478 |
Current liabilities: | ' | ' |
Accounts payable | 6,750 | 7,665 |
Accrued liabilities | 25,776 | ' |
Stockholder loans, current portion | 30,000 | 30,000 |
Accrued interest - stockholder loans | 16,084 | 13,673 |
Total Current Liabilities | 78,610 | 51,338 |
Note payable | 1,800,000 | ' |
Stockholder loans | 52,562 | 52,362 |
Total Liabilities | 1,931,172 | 103,700 |
Stockholders' Equity (Deficiency) | ' | ' |
Common stock, par value $0.001, 95,000,000 shares authorized; 13,844,030 and 12,218,205 shares issued and outstanding, respectively | 13,844 | 12,218 |
Additional paid-in capital | 1,947,346 | 57,190 |
Accumulated deficit | -502,518 | -172,630 |
Total Stockholders' Equity (Deficiency) | 1,458,672 | -103,222 |
Total Liabilities and Stockholders' Equity (Deficiency) | $3,389,844 | $478 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Balance Sheets [Abstract] | ' | ' |
Property and equipment, accumulated depreciation | $1,924 | $0 |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares authorized | 95,000,000 | 95,000,000 |
Common stock, shares issued | 13,844,030 | 12,218,205 |
Common stock, shares outstanding | 13,844,030 | 12,218,205 |
Statement_of_Operations
Statement of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Revenues: | ' | ' | ' | ' |
Lease income | $4,428 | ' | $4,428 | ' |
Costs and Expenses | ' | ' | ' | ' |
General and administrative expenses | 311,205 | 2,923 | 324,064 | 8,284 |
Depreciation expense | 1,924 | ' | 1,924 | ' |
Interest expense | 7,123 | 1,328 | 8,328 | 2,530 |
Total Costs and Expenses | 320,252 | 4,251 | 334,316 | 10,814 |
Net Loss | ($315,824) | ($4,251) | ($329,888) | ($10,814) |
Basic and diluted net loss per common share: | ' | ' | ' | ' |
Weighted average shares outstanding | 13,813,403 | 12,218,205 | 13,041,482 | 12,218,205 |
Net loss per common share | ($0.02) | $0 | ($0.03) | ($0.00) |
Statement_of_Cash_Flows
Statement of Cash Flows (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Cash flow from operating activities: | ' | ' |
Net Loss | ($329,888) | ($10,814) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 1,924 | 595 |
Stock-based compensation | 269,117 | ' |
Changes in operating assets and liabilities: | ' | ' |
Prepaid and other assets | -11,437 | ' |
Accounts payable | 6,750 | -110 |
Accrued liabilities | 25,776 | ' |
Accrued interest | 2,411 | ' |
Net Cash Used in Operating Activities | -35,347 | -10,329 |
Cash flow from investing activities: | ' | ' |
Acquisition of property and equipment | -2,214,000 | ' |
Net Cash Used in Investing Activities | -2,214,000 | ' |
Cash flow from financing activities: | ' | ' |
Sale of common stock | 1,615,000 | ' |
Proceeds from note payable | 1,800,000 | ' |
Payment for debt issuance costs | -19,202 | ' |
Proceeds from loans from stockholders | 200 | 10,410 |
Net Cash Provided by Financing Activities | 3,395,998 | 10,410 |
Net increase in cash | 1,146,651 | 81 |
Cash at beginning of period | 478 | 299 |
Cash at end of period | 1,147,129 | 380 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid for interest | 5,918 | ' |
Supplemental schedule of non-cash financing activities: | ' | ' |
Accounts payable paid by principal stockholders | $7,665 | ' |
ORGANIZATION_AND_BASIS_OF_PRES
ORGANIZATION AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2014 | |
ORGANIZATION AND BASIS OF PRESENTATION [Abstract] | ' |
ORGANIZATION AND BASIS OF PRESENTATION | ' |
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION | |
Business description | |
MJ Holdings acquires and leases real estate to licensed marijuana operators, including but not limited to providing complete turnkey growing space and related facilities to licensed marijuana growers and dispensary owners. Additionally, MJ Holdings plans to explore ancillary opportunities in the regulated marijuana industry. | |
The Company does not and will not, until such time as Federal law allows, grow, harvest, distribute or sell marijuana or any substances that violate the laws of the United States of America. | |
Basis of presentation | |
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, 2013 has been derived from the Company's audited consolidated financial statements as of that date. | |
These unaudited financial statements for the three and six months ended June 30, 2014 and 2013, should be read in conjunction with the audited consolidated financial statements and related notes thereto as of and for the year ended December 31, 2013, included in the Company's Annual Report on Form 10-K for such year as filed with the SEC on March 31, 2014. Operating results for the three and six months ended June 30, 2014, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2014, or any other period. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2014 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
The accounting and reporting policies of the Company conform with GAAP. A summary of the more significant policies is set forth below: | |
Principles of Consolidation | |
The consolidated financial statements include the accounts of the Company and 5353 Joliet LLC, its wholly owned subsidiary. Intercompany balances and transactions have been eliminated in consolidation. | |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates and assumptions are required in the determination of the fair value of financial instruments and the valuation of long-lived and indefinite-lived assets. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. | |
Debt Issuance Costs | |
Costs associated with obtaining, closing, and modifying loans and/or debt instruments such as, but not limited to placement agent fees, attorney fees and state documentary fees are capitalized and expensed over the term of the loan. | |
Debt issuance costs of $19,202 and $0 were capitalized during the six months ended June 30, 2014 and 2013, respectively. Debt issuance costs amortized for the six months ended June 30, 2014 and 2013, were $301 and $0, respectively. | |
Property and Equipment | |
Property and equipment are recorded at cost, less accumulated depreciation and amortization. Property and equipment is depreciated using the straight-line method over the estimated useful life of the respective assets. Leasehold improvements are amortized using the straight-line method over the shorter of the related lease term or useful life. Maintenance, repairs, and minor improvements are charged to expense as incurred; major renewals and betterments that extend the useful life of the associated asset are capitalized. When items of property and equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in results of operations for the period. | |
Long –lived Assets | |
Long-lived assets, including property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If property and equipment and intangible assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair value. We did not record any impairments of long-lived assets during the six months ended June 30, 2014. | |
Revenue Recognition | |
Revenue related to our leased properties is recognized on a straight-line basis over the term of the lease when collectability is reasonably assured. | |
Stock-Based Compensation | |
The Company estimates the fair values of share-based payments on the date of grant using a Black-Scholes option pricing model, which requires assumptions for the expected volatility of the share price of our common stock, the expected dividend yield, and a risk-free interest rate over the expected term of the stock-based financial instrument. | |
Since the number of outstanding and free-trading shares of the Company's common stock is limited and the trading volume is relatively low, we do not have sufficient company specific information regarding the volatility of our share price on which to base an estimate of expected volatility. As a result, we use the average historical volatilities of similar entities within our industry as the expected volatility of our share price. | |
The expected dividend yield is 0% as the Company has not paid any dividends on its common stock and does not anticipate it will pay any dividends in the foreseeable future. | |
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant date with a remaining term equal to the expected term of the stock-based award. | |
For stock-based financial instruments issued to parties other than employees, we use the contractual term of the financial instruments as the expected term of the stock-based financial instruments. | |
The assumptions used in calculating the fair value of stock-based financial instruments represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future. | |
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. The new guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. 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. The Company has not determined the impact of adoption on its financial statements. | |
In June 2014, FASB issued guidance that eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development stage entities, primarily the presentation of inception to date financial statements. The new guidance is effective for interim and annual reporting periods beginning after December 15, 2014. Early adoption is permitted. The Company has elected to adopt the new guidance for development stage entities for the interim period ended June 30, 2014, and accordingly, is no longer presenting the inception-to-date financial information and disclosures formerly required. |
PROPERTY_ACQUISITION
PROPERTY ACQUISITION | 6 Months Ended |
Jun. 30, 2014 | |
PROPERTY ACQUISITION [Abstract] | ' |
PROPERTY ACQUISITION | ' |
NOTE 3 - PROPERTY ACQUISITION | |
In June 2014, through its wholly-owned subsidiary, 5353 Joliet LLC, the Company acquired an owner-occupied 22,144 square foot industrial building situated on 1.4 acres of land in Denver, Colorado for $2,214,000. The acquisition was funded with proceeds from the issuance of a secured promissory note in the amount of $1,800,000 and $414,000 of cash on-hand. The promissory note is held by Chemtov Mortgage Group ("CMG"), an entity wholly-owned by the Company's co-CEO, Shawn Chemtov. CMG derives no financial benefit in connection with the transaction, and serves solely as a pass-through entity. | |
The promissory note bears interest at 10% per annum, provides for cash interest payments on a monthly basis, matures on June 1, 2016, and is callable at the option of the Company at any time after June 19, 2015. The Company has guaranteed the promissory note and has pledged its ownership interest in 5353 Joliet LLC, and as such its fee-simple ownership interest in the property as security for the promissory note. The promissory note does not restrict the Company's ability to incur future indebtedness. | |
The Company entered into a short-term lease agreement with the previous property owner for monthly rent of $11,070. The lease expires on September 1, 2014. |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
PROPERTY AND EQUIPMENT [Abstract] | ' | ||||||||
PROPERTY AND EQUIPMENT | ' | ||||||||
NOTE 4 - PROPERTY AND EQUIPMENT | |||||||||
A summary of property and equipment at June 30, 2014, is as follows: | |||||||||
Estimated | June 30, | ||||||||
Life | 2014 | ||||||||
Building | 30 years | $ | 1,889,088 | ||||||
Land | Not depreciated | 324,912 | |||||||
Total property and equipment | 2,214,000 | ||||||||
Less: Accumulated depreciation | (1,924 | ) | |||||||
Property and equipment, net | $ | 2,212,076 | |||||||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2014 | |
RELATED PARTY TRANSACTIONS [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE 5 - RELATED PARTY TRANSACTIONS | |
On February 10, 2014, in connection with the change in control of the Company, the principal stockholders paid $7,665 of the Company's accounts payable, which was recorded as a capital contribution to the Company. | |
During the six months ended June 30, 2014, the Company paid $5,918 for interest due pursuant to the promissory note held by CMG, an unaffiliated entity, wholly-owned by the Company's co-CEO, Shawn Chemtov. | |
During the six months ended June 30, 2014, the Company borrowed $5,277 from its principal stockholders and repaid $5,077 of the borrowings to its principal shareholders, resulting in $200 of net borrowings from related parties. | |
See Note 3 regarding promissory note held by related party. |
STOCKHOLDER_LOANS_PAYABLE
STOCKHOLDER LOANS PAYABLE | 6 Months Ended |
Jun. 30, 2014 | |
STOCKHOLDER LOANS PAYABLE [Abstract] | ' |
STOCKHOLDER LOANS PAYABLE | ' |
NOTE 6 - STOCKHOLDER LOANS PAYABLE | |
Stockholder loans payable consists of three promissory notes with two of its stockholders in which the company may borrow up to $25,000, $20,000, and $10,000, respectively. These borrowings bear interest at 5%, 8%, and 8% per annum, respectively. They are due in part in December of 2014 and December of 2016. The Company has paid no interest to the stockholders as of June 30, 2014. | |
For the periods ending June 30, 2014 and 2013, the Company has accrued interest of $16,084 and $13,673, respectively. | |
On February 10, 2014, in connection with the change of control of the Company, Messrs. Chemtov and Laufer, purchased the Stock holder loans from Messrs. Peraman and Sarfoh. |
SALE_OF_UNREGISTERED_SECURITIE
SALE OF UNREGISTERED SECURITIES | 6 Months Ended |
Jun. 30, 2014 | |
SALE OF UNREGISTERED SECURITIES [Abstract] | ' |
SALE OF UNREGISTERED SECURITIES | ' |
NOTE 7 – SALE OF UNREGISTERED SECURITIES | |
The company conducted a private placement of its shares of common stock, whereby we sold 1,615,000 shares of common stock for an aggregate of $1,615,000. We began accepting subscriptions on March 24, 2014 and closed the private placement on April 9, 2014. | |
For the six months ended June 30, 2014, we received proceeds from the private placement of $1,615,000. | |
The shares were issued pursuant to an exemption from the registration requirements under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder (“Regulation D”) since, among other things, the transactions did not involve a public offering and the securities were acquired for investment purposes only and not with a view to or for sale in connection with any distribution thereof. Offers and sales were made solely to persons qualifying as “accredited investors” (as such term is defined by Rule 501 of Regulation D). | |
The securities offered will not be and have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. |
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
STOCK-BASED COMPENSATION [Abstract] | ' | ||||||||
STOCK-BASED COMPENSATION | ' | ||||||||
NOTE 8 - STOCK-BASED COMPENSATION | |||||||||
On May 19, 2014, the Company entered into a consulting services agreement for the generation of qualified leads and referrals for the Company's real estate financing products, with a wholly-owned subsidiary of Medbox, Inc, a leader in dispensing technologies and consulting services in the regulated marijuana industry. | |||||||||
During the term of the Agreement, the Company will pay to Medbox (i) 50% of any management fee and (ii) 50% of the Net Revenue generated by the Medbox clients. Additionally, during the term of the agreement, Medbox shall receive warrants to purchase 33,000 shares of the Company's common stock each month until Medbox has been issued an aggregate of 600,000 warrants. The warrants have a five-year term, and an exercise price to be determined upon issuance, equal to the volume weighted average price of the common stock for the thirty days prior to the date of issuance. | |||||||||
The Agreement's initial term is for six months, and renews automatically for successive one month terms. and can be canceled by either party with 5 days written notice. | |||||||||
The fair values of the warrants granted during the six months ended June 30, 2014, were determined using the Black-Scholes option pricing model with the following weighted-average assumptions: | |||||||||
Risk-free interest rate: | 3.27 | % | |||||||
Expected term: | 5 years | ||||||||
Expected dividend yield: | 0 | % | |||||||
Expected volatility: | 132.72 | % | |||||||
For the six months ended June 30, 2014, the Company recorded $269,117 of stock-based compensation expense related to warrants issued for services, which has been classified as General and administrative expenses. | |||||||||
On May 27, 2014, Medbox exercised 33,333 shares of warrants pursuant to a cashless exercise provision, in which Medbox received 10,825 shares of the Company's common stock based on an exercise price of $6.42 per share. | |||||||||
A summary of warrants issued, exercised and expired during the six months ended June 30, 2014, is as follows: | |||||||||
Weighted | |||||||||
Avg. | |||||||||
Exercise | |||||||||
Warrants: | Shares | Price | |||||||
Balance at January 1, 2014 | — | $ | — | ||||||
Issued | 66,666 | 7.14 | |||||||
Exercised | (33,333 | ) | 6.42 | ||||||
Expired | — | — | |||||||
Balance at June 30, 2014 | 33,333 | $ | 7.87 | ||||||
GOING_CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2014 | |
GOING CONCERN [Abstract] | ' |
GOING CONCERN | ' |
NOTE 9 - 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 six months ended June 30, 2014, the Company has incurred losses of $329,888. The Company has an accumulated deficit of $502,518 since inception. The Company recorded $4,428 of revenue during the six months ended June 30, 2014. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. | |
The Company's future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that the Company will be able to generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds from its stockholders. | |
The Company's inability to obtain additional cash could have a material adverse effect on its financial position, results of operations, and its ability to continue in existence. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' |
Principles of Consolidation | ' |
Principles of Consolidation | |
The consolidated financial statements include the accounts of the Company and 5353 Joliet LLC, its wholly owned subsidiary. Intercompany balances and transactions have been eliminated in consolidation. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates and assumptions are required in the determination of the fair value of financial instruments and the valuation of long-lived and indefinite-lived assets. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. | |
Debt Issuance Costs | ' |
Debt Issuance Costs | |
Costs associated with obtaining, closing, and modifying loans and/or debt instruments such as, but not limited to placement agent fees, attorney fees and state documentary fees are capitalized and expensed over the term of the loan. | |
Debt issuance costs of $19,202 and $0 were capitalized during the six months ended June 30, 2014 and 2013, respectively. Debt issuance costs amortized for the six months ended June 30, 2014 and 2013, were $301 and $0, respectively. | |
Property and Equipment | ' |
Property and Equipment | |
Property and equipment are recorded at cost, less accumulated depreciation and amortization. Property and equipment is depreciated using the straight-line method over the estimated useful life of the respective assets. Leasehold improvements are amortized using the straight-line method over the shorter of the related lease term or useful life. Maintenance, repairs, and minor improvements are charged to expense as incurred; major renewals and betterments that extend the useful life of the associated asset are capitalized. When items of property and equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in results of operations for the period. | |
Long -lived Assets | ' |
Long –lived Assets | |
Long-lived assets, including property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If property and equipment and intangible assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair value. We did not record any impairments of long-lived assets during the six months ended June 30, 2014. | |
Revenue Recognition | ' |
Revenue Recognition | |
Revenue related to our leased properties is recognized on a straight-line basis over the term of the lease when collectability is reasonably assured. | |
Stock-Based Compensation | ' |
Stock-Based Compensation | |
The Company estimates the fair values of share-based payments on the date of grant using a Black-Scholes option pricing model, which requires assumptions for the expected volatility of the share price of our common stock, the expected dividend yield, and a risk-free interest rate over the expected term of the stock-based financial instrument. | |
Since the number of outstanding and free-trading shares of the Company's common stock is limited and the trading volume is relatively low, we do not have sufficient company specific information regarding the volatility of our share price on which to base an estimate of expected volatility. As a result, we use the average historical volatilities of similar entities within our industry as the expected volatility of our share price. | |
The expected dividend yield is 0% as the Company has not paid any dividends on its common stock and does not anticipate it will pay any dividends in the foreseeable future. | |
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant date with a remaining term equal to the expected term of the stock-based award. | |
For stock-based financial instruments issued to parties other than employees, we use the contractual term of the financial instruments as the expected term of the stock-based financial instruments. | |
The assumptions used in calculating the fair value of stock-based financial instruments represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future. | |
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. The new guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. 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. The Company has not determined the impact of adoption on its financial statements. | |
In June 2014, FASB issued guidance that eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development stage entities, primarily the presentation of inception to date financial statements. The new guidance is effective for interim and annual reporting periods beginning after December 15, 2014. Early adoption is permitted. The Company has elected to adopt the new guidance for development stage entities for the interim period ended June 30, 2014, and accordingly, is no longer presenting the inception-to-date financial information and disclosures formerly required. |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
PROPERTY AND EQUIPMENT [Abstract] | ' | ||||||||
Summary of property and equipment | ' | ||||||||
A summary of property and equipment at June 30, 2014, is as follows: | |||||||||
Estimated | June 30, | ||||||||
Life | 2014 | ||||||||
Building | 30 years | $ | 1,889,088 | ||||||
Land | Not depreciated | 324,912 | |||||||
Total property and equipment | 2,214,000 | ||||||||
Less: Accumulated depreciation | (1,924 | ) | |||||||
Property and equipment, net | $ | 2,212,076 | |||||||
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
STOCK-BASED COMPENSATION [Abstract] | ' | ||||||||
Schedule of weighted-average assumptions used in determining fair values of the warrants granted using the Black-Scholes option pricing model | ' | ||||||||
The fair values of the warrants granted during the six months ended June 30, 2014, were determined using the Black-Scholes option pricing model with the following weighted-average assumptions: | |||||||||
Risk-free interest rate: | 3.27 | % | |||||||
Expected term: | 5 years | ||||||||
Expected dividend yield: | 0 | % | |||||||
Expected volatility: | 132.72 | % | |||||||
Summary of warrants issued, exercised and expired | ' | ||||||||
A summary of warrants issued, exercised and expired during the six months ended June 30, 2014, is as follows: | |||||||||
Weighted | |||||||||
Avg. | |||||||||
Exercise | |||||||||
Warrants: | Shares | Price | |||||||
Balance at January 1, 2014 | — | $ | — | ||||||
Issued | 66,666 | 7.14 | |||||||
Exercised | (33,333 | ) | 6.42 | ||||||
Expired | — | — | |||||||
Balance at June 30, 2014 | 33,333 | $ | 7.87 | ||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Debt Issuance Costs | ' | ' |
Debt issuance costs capitalized | $19,202 | $0 |
Debt issuance costs amortized | $301 | $0 |
Stock-Based Compensation | ' | ' |
Expected dividend yield | 0.00% | ' |
PROPERTY_ACQUISITION_Details
PROPERTY ACQUISITION (Details) (Owner-occupied industrial building situated on land in Denver, Colorado [Member], USD $) | 1 Months Ended |
Jun. 30, 2014 | |
acre | |
sqft | |
PROPERTY ACQUISITION [Line Items] | ' |
Area of industrial building acquired (in square foot) | 22,144 |
Area of land on which industrial building is situated (in acres) | 1.4 |
Purchase consideration | $2,214,000 |
Proceeds from the issuance of a secured promissory note used to fund acquisition | 1,800,000 |
Cash on-hand used to fund acquisition | 414,000 |
Monthly rent to be paid to the previous property owner | $11,070 |
CMG [Member] | ' |
PROPERTY ACQUISITION [Line Items] | ' |
Interest rate of promissory note | 10.00% |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 |
Building [Member] | Land [Member] | |||
PROPERTY AND EQUIPMENT [Line Items] | ' | ' | ' | ' |
Estimated Life | ' | ' | '30 years | ' |
Total property and equipment | $2,214,000 | ' | $1,889,088 | $324,912 |
Less: Accumulated depreciation | -1,924 | 0 | ' | ' |
Property and equipment, net | $2,212,076 | ' | ' | ' |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | 0 Months Ended | 6 Months Ended | |
Feb. 10, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | |
RELATED PARTY TRANSACTIONS [Abstract] | ' | ' | ' |
Accounts payable paid by principal stockholders | $7,665 | $7,665 | ' |
Interest paid to the promissory note held by CMG | ' | 5,918 | ' |
Proceeds from loans from stockholders | ' | 5,277 | ' |
Borrowings from principal shareholders repaid | ' | 5,077 | ' |
Net borrowings from related parties | ' | $200 | $10,410 |
STOCKHOLDER_LOANS_PAYABLE_Deta
STOCKHOLDER LOANS PAYABLE (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
Promissory Notes Aggregate [Member] | Promissory Note One [Member] | Promissory Note One [Member] | Promissory Note Two [Member] | Promissory Note Two [Member] | Promissory Note Three [Member] | Promissory Note Three [Member] | ||||
Maximum [Member] | Maximum [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, face amount | ' | ' | ' | ' | ' | $25,000 | ' | $20,000 | ' | $10,000 |
Debt instrument, interest rate | ' | ' | ' | ' | 5.00% | ' | 8.00% | ' | 8.00% | ' |
Accrued interest - stockholder loans | $16,084 | $13,673 | $13,673 | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, maturity start date | ' | ' | ' | 31-Dec-14 | ' | ' | ' | ' | ' | ' |
Debt instrument, maturity end date | ' | ' | ' | 31-Dec-16 | ' | ' | ' | ' | ' | ' |
SALE_OF_UNREGISTERED_SECURITIE1
SALE OF UNREGISTERED SECURITIES (Details) (USD $) | 6 Months Ended | 1 Months Ended | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | Apr. 09, 2014 | Jun. 30, 2014 | |
Common Stock [Member] | Common Stock [Member] | |||
Issuance of common stock (in shares) | ' | ' | 1,615,000 | ' |
Issuance of common stock | ' | ' | $1,615,000 | ' |
Proceeds from issuance of common stock | $1,615,000 | ' | ' | $1,615,000 |
STOCKBASED_COMPENSATION_Detail
STOCK-BASED COMPENSATION (Details) (Consulting services agreement [Member], Medbox, Inc [Member], USD $) | 0 Months Ended | 6 Months Ended | ||
27-May-14 | 19-May-14 | Jun. 30, 2014 | Dec. 31, 2013 | |
STOCK-BASED COMPENSATION [Line Items] | ' | ' | ' | ' |
Percentage of management fee payable to counterparty | ' | 50.00% | ' | ' |
Percentage of net revenue generated by counterparties client payable to counterparty | ' | 50.00% | ' | ' |
Initial term of agreement | ' | '6 months | ' | ' |
Renewal term of agreement | ' | '1 month | ' | ' |
Period of written notice required to cancel agreement by either party | ' | '5 days | ' | ' |
Warrants [Member] | ' | ' | ' | ' |
STOCK-BASED COMPENSATION [Line Items] | ' | ' | ' | ' |
Shares of common stock that can be purchased with warrants issued to counterparty each month | ' | 33,000 | 33,333 | ' |
Aggregate warrants that can be issued to counterparty | ' | 600,000 | ' | ' |
Term of warrants | ' | '5 years | ' | ' |
Period prior to the date of issuance of warrants used to calculate the volume weighted average price of the common stock | ' | '30 days | ' | ' |
Stock-based compensation expense | ' | ' | $269,117 | ' |
Warrants exercised | 33,333 | ' | 33,333 | ' |
Shares of common stock issued upon exercise of warrants | 10,825 | ' | 66,666 | ' |
Exercise price of warrants | $6.42 | ' | $6.42 | ' |
STOCKBASED_COMPENSATION_Detail1
STOCK-BASED COMPENSATION (Details 2) (Consulting services agreement [Member], Medbox, Inc [Member], Warrants [Member]) | 6 Months Ended |
Jun. 30, 2014 | |
Consulting services agreement [Member] | Medbox, Inc [Member] | Warrants [Member] | ' |
Weighted-average assumptions used in determining fair values of the warrants granted using the Black-Scholes option pricing model | ' |
Risk-free interest rate: | 3.27% |
Expected term: | '5 years |
Expected dividend yield: | 0.00% |
Expected volatility: | 132.72% |
STOCKBASED_COMPENSATION_Detail2
STOCK-BASED COMPENSATION (Details 3) (Consulting services agreement [Member], Medbox, Inc [Member], Warrants [Member], USD $) | 0 Months Ended | 6 Months Ended | |
27-May-14 | Jun. 30, 2014 | 19-May-14 | |
Consulting services agreement [Member] | Medbox, Inc [Member] | Warrants [Member] | ' | ' | ' |
Shares | ' | ' | ' |
Balance at the beginning of the period | ' | ' | 33,000 |
Issued | 10,825 | 66,666 | ' |
Exercised | -33,333 | -33,333 | ' |
Expired | ' | ' | ' |
Balance at the end of the period | ' | 33,333 | 33,000 |
Weighted Avg. Exercise Price | ' | ' | ' |
Balance at the beginning of the period | ' | ' | ' |
Issued | ' | $7.14 | ' |
Exercised | $6.42 | $6.42 | ' |
Expired | ' | ' | ' |
Balance at the end of the period | ' | $7.87 | ' |
GOING_CONCERN_Details
GOING CONCERN (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
GOING CONCERN [Abstract] | ' | ' | ' | ' | ' |
Net loss | $315,824 | $4,251 | $329,888 | $10,814 | ' |
Accumulated deficit | 502,518 | ' | 502,518 | ' | 172,630 |
Revenues | $4,428 | ' | $4,428 | ' | ' |