Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 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-Sep-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 13,878,522 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Balance_Sheets
Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Real estate property: | ' | ' |
Land | $551,251 | ' |
Buildings and improvements | 2,419,555 | ' |
Real estate property, gross | 2,970,806 | ' |
Accumulated depreciation | -7,515 | ' |
Real estate property, net | 2,963,291 | ' |
Cash | 333,547 | 478 |
Prepaid expenses and other assets | 79,410 | ' |
Total Assets | 3,376,248 | 478 |
Current liabilities: | ' | ' |
Note payable - related party | 1,800,000 | ' |
Security deposits | 102,045 | ' |
Stockholder loans | ' | 82,362 |
Accounts payable and accrued liabilities | 67,532 | 21,338 |
Total Liabilities | 1,969,577 | 103,700 |
Stockholders' Equity (Deficit) | ' | ' |
Common stock, par value $0.001, 95,000,000 shares authorized; 13,876,845 and 12,218,205 shares issued and outstanding, respectively | 13,877 | 12,218 |
Additional paid-in capital | 2,578,569 | 57,190 |
Accumulated deficit | -1,185,775 | -172,630 |
Total Stockholders' Equity (Deficit) | 1,406,671 | -103,222 |
Total Liabilities and Stockholders' Equity (Deficit) | $3,376,248 | $478 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Balance Sheets [Abstract] | ' | ' |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares authorized | 95,000,000 | 95,000,000 |
Common stock, shares issued | 13,876,845 | 12,218,205 |
Common stock, shares outstanding | 13,876,845 | 12,218,205 |
Statement_of_Operations
Statement of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Revenues: | ' | ' | ' | ' |
Rental income | $32,347 | ' | $36,775 | ' |
Operating Expenses: | ' | ' | ' | ' |
Property expenses | 46,494 | ' | 57,175 | ' |
General and administrative expenses | 614,956 | 13,677 | 928,339 | 21,961 |
Depreciation expense | 5,591 | ' | 7,515 | ' |
Total operating expenses | 667,041 | 13,677 | 993,029 | 21,961 |
Operating loss | -634,694 | -13,677 | -956,254 | -21,961 |
Interest expense - related party | -48,563 | -1,505 | -56,891 | -4,035 |
Loss before income taxes | -683,257 | -15,182 | -1,013,145 | -25,996 |
Provision for income taxes | ' | ' | ' | ' |
Net Loss | ($683,257) | ($15,182) | ($1,013,145) | ($25,996) |
Basic and diluted net loss per common share: | ' | ' | ' | ' |
Weighted average shares outstanding | 13,856,245 | 12,218,205 | 13,316,054 | 12,218,205 |
Net loss per common share | ($0.05) | ($0.00) | ($0.08) | ($0.00) |
Statement_of_Cash_Flows
Statement of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Cash flow from operating activities: | ' | ' |
Net Loss | ($1,013,145) | ($25,996) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation | 7,515 | 892 |
Stock-based compensation | 800,923 | ' |
Changes in operating assets and liabilities: | ' | ' |
Prepaid and other assets | -60,258 | ' |
Security deposits | 102,045 | ' |
Accounts payable and accrued liabilities | 70,747 | 2,165 |
Net Cash Used in Operating Activities | -92,173 | -22,939 |
Cash flow from investing activities: | ' | ' |
Acquisition of real estate property | -2,970,806 | ' |
Net Cash Used in Investing Activities | -2,970,806 | ' |
Cash flow from financing activities: | ' | ' |
Proceeds from the sale of common stock | 1,615,000 | ' |
Proceeds from note payable | 1,800,000 | ' |
Payment for debt issuance costs | -19,152 | ' |
Proceeds from loans from stockholders | 200 | 22,866 |
Net Cash Provided by Financing Activities | 3,396,048 | 22,866 |
Net increase in cash | 333,069 | -73 |
Cash at beginning of period | 478 | 299 |
Cash at end of period | 333,547 | 226 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid for interest | 35,918 | ' |
Supplemental schedule of non-cash financing activities: | ' | ' |
Accounts payable paid by principal stockholders | 7,665 | ' |
Stockholder loans and accrued interest converted to common stock | $99,450 | ' |
ORGANIZATION_AND_BASIS_OF_PRES
ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 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 nine months ended September 30, 2014, 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 nine months ended September 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 | 9 Months Ended |
Sep. 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 its wholly owned subsidiaries, 5353 Joliet, LLC and MJ Havana, LLC. 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 charged to interest expense over the term of the loan. | |
Debt issuance costs of $19,152 and $0 were capitalized during the nine months ended September 30, 2014 and 2013, respectively. Debt issuance costs charged to interest expense for the nine months ended September 30, 2014 and 2013, were $2,759 and $0, respectively. As of September 30, 2014, $16,393 of debt issuance costs are included on the Balance Sheet within the Prepaid expenses and other assets line item. | |
Real Estate Property | |
Real estate property is recorded at cost, less accumulated depreciation and amortization. Real estate property, excluding land, 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 real estate property is 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 real estate property 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 real estate property 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 nine months ended September 30, 2014. | |
Revenue Recognition | |
The Company must meet four basic criteria before revenue can be recognized: persuasive evidence of an arrangement exists; the delivery has occurred or services have been rendered; the fee is fixed or determinable; and collectability is reasonably assured. All leases are classified as operating leases. Rental income is recognized on a straight-line basis over the terms of the leases. Straight-line rent is recognized for all tenants with contractual fixed increases in rent. Deferred rent receivable represents rental revenue recognized on a straight-line basis in excess of billed rents. Reimbursements from tenants for real estate taxes and other recoverable operating expenses are recognized as rental income in the period the applicable costs are incurred. | |
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. | |
Income Taxes | |
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the 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 income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized. | |
Tax benefits from an uncertain tax position are only recognized 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 are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented. | |
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 is currently in the process of evaluating the impact of adoption of the new accounting guidance on its consolidated financial statements and 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 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. |
REAL_ESTATE_PROPERTY_ACQUISITI
REAL ESTATE PROPERTY ACQUISITIONS | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
REAL ESTATE PROPERTY ACQUISITIONS [Abstract] | ' | ||||||||||
REAL ESTATE PROPERTY ACQUISITIONS | ' | ||||||||||
NOTE 3 - REAL ESTATE PROPERTY ACQUISITIONS | |||||||||||
5353 Joliet Street | |||||||||||
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, excluding contractual payments for real estate taxes and other recoverable operating expenses. The lease expired on September 1, 2014. | |||||||||||
503 Havana Street | |||||||||||
In September 2014, through its wholly-owned subsidiary, MJ Havana LLC, acquired an owner-occupied 1,250 square foot building situated on 23,625 square feet of land in Aurora, Colorado for $756,000, exclusive of closing costs. The acquisition was funded with cash on-hand. The property is zoned B-2 and has been approved by the city of Aurora as a retail dispensary for recreational marijuana. | |||||||||||
Prior to closing on the property acquisition, the company had pre-negotiated a 10-year lease agreement with a third-party, a licensed marijuana dispensary company serving both medical and adult (21+) customers in Colorado. Once the closing of the property was completed with the seller, the pre-negotiated lease was executed in September 2014 with the third-party - see Note 5 below for additional lease details. | |||||||||||
A summary of real estate property at September 30, 2014, is as follows: | |||||||||||
Estimated | September 30, | ||||||||||
Life | 2014 | ||||||||||
Buildings | 30 years | $ | 2,419,555 | ||||||||
Land | Not depreciated | 551,251 | |||||||||
Total real estate property | 2,970,806 | ||||||||||
Less: Accumulated depreciation | (7,515 | ) | |||||||||
Real estate property, net | $ | 2,963,291 | |||||||||
OPERATING_LEASES
OPERATING LEASES | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||
OPERATING LEASES [Abstract] | ' | ||||||||||||||||||||||||
OPERATING LEASES | ' | ||||||||||||||||||||||||
NOTE 4 - OPERATING LEASES | |||||||||||||||||||||||||
The Company generates revenues by leasing its acquired real estate properties through operating leasing arrangements. A summary of revenues generated from our rental properties for the three and nine months ended September 30, 2014 and 2013, is as follows: | |||||||||||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||
Rental payments | $ | 24,765 | $ | — | $ | 29,193 | $ | — | |||||||||||||||||
Reimbursed operating expenses | 7,199 | — | 7,199 | — | |||||||||||||||||||||
Deferred rent revenue | 383 | — | 383 | — | |||||||||||||||||||||
Total revenues from rental properties | $ | 32,347 | $ | — | $ | 36,775 | $ | — | |||||||||||||||||
503 Havana Street | |||||||||||||||||||||||||
In September 2014, the Company entered into a non-cancelable operating lease agreement with a marijuana dispensary (the "Lessee") to move into the Company's recently acquired property located at 503 Havana Street in Aurora, Colorado. The lease agreement is for a term of ten years and a monthly rent obligation of $11,250, subject to annual increases of 3% per year. Insurance and real property taxes shall be paid by the Company and, subsequently, charged to the Lessee as additional rent based on the actual expenses incurred. Pursuant to the terms of the lease agreement, the Company has agreed to contribute $150,000 to improvements to the property. | |||||||||||||||||||||||||
Upon the expiration of the term of ten years, the Lessee has the option to renew the lease agreement for one additional ten-year term, on the same terms as provided in the lease agreement. During the third year of the lease agreement, the Lessee may exercise an option to purchase the Property. | |||||||||||||||||||||||||
Future minimum rental revenues, excluding the reimbursement of specified operating expenses, for non-cancelable lease agreements are as follows as of September 30, 2014: | |||||||||||||||||||||||||
2014 | $ | 33,750 | |||||||||||||||||||||||
2015 | 136,013 | ||||||||||||||||||||||||
2016 | 140,093 | ||||||||||||||||||||||||
2017 | 144,296 | ||||||||||||||||||||||||
2018 | 148,625 | ||||||||||||||||||||||||
Thereafter | 944,847 | ||||||||||||||||||||||||
Total minimal rental revenues | $ | 1,547,624 | |||||||||||||||||||||||
5353 Joliet Street | |||||||||||||||||||||||||
In September 2014, the Company entered into a lease agreement for its property and warehouse building located at 5353 Joliet Street in Denver, Colorado. The lease agreement is for a term of seven years and a monthly rent obligation of $25,835, subject to annual increases of 2% per year. Insurance and real property taxes shall be paid by the Company and, subsequently, charged to the lessee as additional rent based on the actual expenses incurred. | |||||||||||||||||||||||||
The lease is contingent upon the lessee, obtaining city and state licenses and permits for its intended operations at the premises, within the dates provided in the lease agreement. Should the lessee fail to procure and provide said licenses to the Company, the lessee shall forfeit its security deposit of $77,500 and either party may terminate the lease agreement in accordance with the terms of the lease. | |||||||||||||||||||||||||
Upon the expiration of the term of seven years, the lessee has the option to renew the lease for two separate five-year terms, subject to rent reviews and adjustments, as set out in the lease agreement. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 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 nine months ended September 30, 2014, the Company paid $35,918 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 nine months ended September 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 above regarding the promissory note held by related party. |
STOCKHOLDER_LOANS_PAYABLE
STOCKHOLDER LOANS PAYABLE | 9 Months Ended |
Sep. 30, 2014 | |
STOCKHOLDER LOANS PAYABLE [Abstract] | ' |
STOCKHOLDER LOANS PAYABLE | ' |
NOTE 6 - STOCKHOLDER LOANS PAYABLE | |
Stockholder loans payable consisted 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 accrued interest at 5%, 8%, and 8% per annum, respectively. They were due in part in December of 2014 and December of 2016. The Company paid no interest to the stockholders as of September 30, 2014. | |
For the nine months ended September 30, 2014 and 2013, the Company had accrued interest of $16,888 and $13,509, 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. | |
On August 31, 2014, the outstanding balance of $99,450 for the stockholder loans and the associated accrued interest were converted to 19,890 shares of the Company's common stock at a conversion price of $5.00 per share. |
SALE_OF_UNREGISTERED_SECURITIE
SALE OF UNREGISTERED SECURITIES | 9 Months Ended |
Sep. 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 nine months ended September 30, 2014, the Company 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 | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
STOCK-BASED COMPENSATION [Abstract] | ' | ||||||||
STOCK-BASED COMPENSATION | ' | ||||||||
NOTE 8 - STOCK-BASED COMPENSATION | |||||||||
Warrants | |||||||||
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 nine months ended September 30, 2014, were determined using the Black-Scholes option pricing model with the following weighted-average assumptions: | |||||||||
Risk-free interest rate: | 1.68 | % | |||||||
Expected term: | 5 years | ||||||||
Expected dividend yield: | 0 | % | |||||||
Expected volatility: | 131.56 | % | |||||||
For the nine months ended September 30, 2014, the Company recorded $728,423 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 nine months ended September 30, 2014, is as follows: | |||||||||
Weighted | |||||||||
Avg. | |||||||||
Exercise | |||||||||
Warrants: | Shares | Price | |||||||
Balance at January 1, 2014 | — | $ | — | ||||||
Issued | 166,665 | 6.65 | |||||||
Exercised | (33,333 | ) | 6.42 | ||||||
Expired | — | — | |||||||
Balance at September 30, 2014 | 133,332 | $ | 6.7 | ||||||
In October 2014, the agreement with Medbox, Inc. was terminated and no additional warrants after the 33,333 warrants issued in October 2014 will be issued to Medbox, Inc. pursuant to the agreement. | |||||||||
Common Stock | |||||||||
During the nine months ended September 30, 2014, the Company issued 12,925 shares of common stock for consulting services and recorded $72,500 of stock-based compensation expense for these consulting services, which has been classified as General and administrative expenses. The stock-based compensation expense was calculated based on the grant date fair value of the common stock shares issued in exchange for the consulting services. | |||||||||
GOING_CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 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 nine months ended September 30, 2014, the Company has incurred a net loss of $1,013,145. The Company has an accumulated deficit of $1,185,775 since inception. The Company recorded $36,775 of revenue during the nine months ended September 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. |
INCOME_TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2014 | |
INCOME TAXES [Abstract] | ' |
INCOME TAXES | ' |
NOTE 10 - INCOME TAXES | |
As of December 31, 2013, the Company had net operating loss carryovers of approximately $168,000, which expire from 2025 through 2033. Net operating loss carry-forwards for Federal income tax purposes are subject to annual limitations. Due to the change in controlling interest of the Company's outstanding shares in February 2014, the net operating loss carry forwards may be limited as to use in future years. | |
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. | |
Based on management's assessment, the Company has established a full valuation allowance to offset the deferred tax assets since it is more likely than not that all of the deferred tax assets will not be realized. As of September 30, 2014, net deferred assets are $0. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 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 its wholly owned subsidiaries, 5353 Joliet, LLC and MJ Havana, LLC. 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 charged to interest expense over the term of the loan. | |
Debt issuance costs of $19,152 and $0 were capitalized during the nine months ended September 30, 2014 and 2013, respectively. Debt issuance costs charged to interest expense for the nine months ended September 30, 2014 and 2013, were $2,759 and $0, respectively. As of September 30, 2014, $16,393 of debt issuance costs are included on the Balance Sheet within the Prepaid expenses and other assets line item. | |
Real Estate Property | ' |
Real Estate Property | |
Real estate property is recorded at cost, less accumulated depreciation and amortization. Real estate property, excluding land, 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 real estate property is 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 real estate property 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 real estate property 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 nine months ended September 30, 2014. | |
Revenue Recognition | ' |
Revenue Recognition | |
The Company must meet four basic criteria before revenue can be recognized: persuasive evidence of an arrangement exists; the delivery has occurred or services have been rendered; the fee is fixed or determinable; and collectability is reasonably assured. All leases are classified as operating leases. Rental income is recognized on a straight-line basis over the terms of the leases. Straight-line rent is recognized for all tenants with contractual fixed increases in rent. Deferred rent receivable represents rental revenue recognized on a straight-line basis in excess of billed rents. Reimbursements from tenants for real estate taxes and other recoverable operating expenses are recognized as rental income in the period the applicable costs are incurred. | |
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. | |
Income Taxes | ' |
Income Taxes | |
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the 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 income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized. | |
Tax benefits from an uncertain tax position are only recognized 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 are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented. | |
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 is currently in the process of evaluating the impact of adoption of the new accounting guidance on its consolidated financial statements and 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 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. |
REAL_ESTATE_PROPERTY_ACQUISITI1
REAL ESTATE PROPERTY ACQUISITIONS (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
REAL ESTATE PROPERTY ACQUISITIONS [Abstract] | ' | ||||||||||
Summary of Real Estate Property | ' | ||||||||||
A summary of real estate property at September 30, 2014, is as follows: | |||||||||||
Estimated | September 30, | ||||||||||
Life | 2014 | ||||||||||
Buildings | 30 years | $ | 2,419,555 | ||||||||
Land | Not depreciated | 551,251 | |||||||||
Total real estate property | 2,970,806 | ||||||||||
Less: Accumulated depreciation | (7,515 | ) | |||||||||
Real estate property, net | $ | 2,963,291 | |||||||||
OPERATING_LEASES_Tables
OPERATING LEASES (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||
OPERATING LEASES [Abstract] | ' | ||||||||||||||||||||||||
Summary of Revenues From Rental Properties | ' | ||||||||||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||
Rental payments | $ | 24,765 | $ | — | $ | 29,193 | $ | — | |||||||||||||||||
Reimbursed operating expenses | 7,199 | — | 7,199 | — | |||||||||||||||||||||
Deferred rent revenue | 383 | — | 383 | — | |||||||||||||||||||||
Total revenues from rental properties | $ | 32,347 | $ | — | $ | 36,775 | $ | — | |||||||||||||||||
Schedule of Future Minimum Rental Revenues | ' | ||||||||||||||||||||||||
Future minimum rental revenues, excluding the reimbursement of specified operating expenses, for non-cancelable lease agreements are as follows as of September 30, 2014: | |||||||||||||||||||||||||
2014 | $ | 33,750 | |||||||||||||||||||||||
2015 | 136,013 | ||||||||||||||||||||||||
2016 | 140,093 | ||||||||||||||||||||||||
2017 | 144,296 | ||||||||||||||||||||||||
2018 | 148,625 | ||||||||||||||||||||||||
Thereafter | 944,847 | ||||||||||||||||||||||||
Total minimal rental revenues | $ | 1,547,624 | |||||||||||||||||||||||
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended | ||||||||
Sep. 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 nine months ended September 30, 2014, were determined using the Black-Scholes option pricing model with the following weighted-average assumptions: | |||||||||
Risk-free interest rate: | 1.68 | % | |||||||
Expected term: | 5 years | ||||||||
Expected dividend yield: | 0 | % | |||||||
Expected volatility: | 131.56 | % | |||||||
Summary of warrants issued, exercised and expired | ' | ||||||||
A summary of warrants issued, exercised and expired during the nine months ended September 30, 2014, is as follows: | |||||||||
Weighted | |||||||||
Avg. | |||||||||
Exercise | |||||||||
Warrants: | Shares | Price | |||||||
Balance at January 1, 2014 | — | $ | — | ||||||
Issued | 166,665 | 6.65 | |||||||
Exercised | (33,333 | ) | 6.42 | ||||||
Expired | — | — | |||||||
Balance at September 30, 2014 | 133,332 | $ | 6.7 | ||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Debt Issuance Costs | ' | ' |
Debt issuance costs capitalized | $19,152 | $0 |
Debt issuance costs charged to interest expense | 2,759 | 0 |
Debt issuance costs included in Prepaid expenses and other assets | $16,393 | ' |
Stock-Based Compensation | ' | ' |
Expected dividend yield | 0.00% | ' |
REAL_ESTATE_PROPERTY_ACQUISITI2
REAL ESTATE PROPERTY ACQUISITIONS (Narrative) (Details) (USD $) | 1 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | |
Owner-occupied industrial building situated on land in Denver, Colorado [Member] | Owner-occupied industrial building situated on land in Denver, Colorado [Member] | Owner-occupied building situated on land in Aurora, Colorado [Member] | |
sqft | CMG [Member] | sqft | |
acre | |||
PROPERTY ACQUISITION [Line Items] | ' | ' | ' |
Area of building acquired (in square foot) | 22,144 | ' | 1,250 |
Area of land on which building is situated (in acres) | 1.4 | ' | 23,625 |
Purchase consideration | $2,214,000 | ' | $756,000 |
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 | ' | ' |
Interest rate of promissory note | ' | 10.00% | ' |
Monthly rent to be paid to the previous property owner | $11,070 | ' | ' |
Promissory note, maturity date | ' | 1-Jun-16 | ' |
Lease expiration date | 1-Sep-14 | ' | ' |
Promissory note, date callable | ' | 19-Jun-15 | ' |
REAL_ESTATE_PROPERTY_ACQUISITI3
REAL ESTATE PROPERTY ACQUISITIONS (Schedule of Real Estate Property) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Property, Plant and Equipment [Line Items] | ' |
Total real estate property | $2,970,806 |
Less: Accumulated depreciation | -7,515 |
Real estate property, net | 2,963,291 |
Buildings [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated Life | '30 years |
Total real estate property | 2,419,555 |
Land [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Total real estate property | $551,251 |
OPERATING_LEASES_Narrative_Det
OPERATING LEASES (Narrative) (Details) (USD $) | 1 Months Ended |
Sep. 30, 2014 | |
503 Havana Street in Aurora, Colorado [Member] | ' |
Property Subject to or Available for Operating Lease [Line Items] | ' |
Lease agreement term | '10 years |
Monthly rent obligation | $11,250 |
Annual increases percentage | 3.00% |
Obligation to improvements to the property | 150,000 |
Option to renew term | '10 years |
5353 Joliet Street in Denver, Colorado [Member] | ' |
Property Subject to or Available for Operating Lease [Line Items] | ' |
Lease agreement term | '7 years |
Monthly rent obligation | 25,835 |
Annual increases percentage | 2.00% |
Security deposit | $77,500 |
Option to renew term | '5 years |
OPERATING_LEASES_Schedule_of_R
OPERATING LEASES (Schedule of Revenues From Rental Properties) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Revenues: | ' | ' | ' | ' |
Rental payments | $24,765 | ' | $29,193 | ' |
Reimbursed operating expenses | 7,199 | ' | 7,199 | ' |
Deferred rent revenue | 383 | ' | 383 | ' |
Total revenues from rental properties | $32,347 | ' | $36,775 | ' |
OPERATING_LEASES_Schedule_of_F
OPERATING LEASES (Schedule of Future Minimum Rental Revenues) (Details) (USD $) | Sep. 30, 2014 |
OPERATING LEASES [Abstract] | ' |
2014 | $33,750 |
2015 | 136,013 |
2016 | 140,093 |
2017 | 144,296 |
2018 | 148,625 |
Thereafter | 944,847 |
Total minimal rental revenues | $1,547,624 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | 9 Months Ended | 0 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Feb. 10, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Principal Stockholders [Member] | Principal Stockholders [Member] | CMG [Member] | |||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Accounts payable paid by principal stockholders | $7,665 | ' | $7,665 | ' | ' |
Interest paid to the promissory note held by CMG | ' | ' | ' | ' | 35,918 |
Proceeds from loans from stockholders | ' | ' | ' | 5,277 | ' |
Borrowings from principal shareholders repaid | ' | ' | ' | 5,077 | ' |
Net borrowings from related parties | $200 | $22,866 | ' | $200 | ' |
STOCKHOLDER_LOANS_PAYABLE_Deta
STOCKHOLDER LOANS PAYABLE (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Debt Instrument [Line Items] | ' | ' |
Accrued interest - stockholder loans | $16,888 | $13,509 |
Stockholder loans and accrued interest converted to common stock | 99,450 | ' |
Stockholder loans, shares converted | 19,890 | ' |
Stockholder loans, conversion price | $5 | ' |
Promissory Note One [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt instrument, interest rate | 5.00% | ' |
Promissory Note One [Member] | Maximum [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt instrument, face amount | 25,000 | ' |
Promissory Note Two [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt instrument, interest rate | 8.00% | ' |
Promissory Note Two [Member] | Maximum [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt instrument, face amount | 20,000 | ' |
Promissory Note Three [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt instrument, interest rate | 8.00% | ' |
Promissory Note Three [Member] | Maximum [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt instrument, face amount | $10,000 | ' |
SALE_OF_UNREGISTERED_SECURITIE1
SALE OF UNREGISTERED SECURITIES (Details) (USD $) | 9 Months Ended | 1 Months Ended | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | Apr. 09, 2014 | Sep. 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 the sale of common stock | $1,615,000 | ' | ' | $1,615,000 |
STOCKBASED_COMPENSATION_Detail
STOCK-BASED COMPENSATION (Details) (Narrative) (USD $) | 9 Months Ended | 0 Months Ended | 9 Months Ended | |||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | 19-May-14 | 27-May-14 | 19-May-14 | Sep. 30, 2014 | Dec. 31, 2013 | |
Common Stock [Member] | Consulting services agreement [Member] | Consulting services agreement [Member] | Consulting services agreement [Member] | Consulting services agreement [Member] | Consulting services agreement [Member] | |||
Medbox, Inc [Member] | Medbox, Inc [Member] | Medbox, Inc [Member] | Medbox, Inc [Member] | Medbox, Inc [Member] | ||||
Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | |||||
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% | ' | ' | ' | ' |
Shares of common stock that can be purchased with warrants issued to counterparty each month | ' | ' | ' | ' | ' | 33,000 | 133,332 | ' |
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 | ' | ' |
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 | ' | ' | ' | ' |
Stock-based compensation expense | ' | ' | ' | ' | ' | ' | $728,423 | ' |
Warrants exercised | ' | ' | ' | ' | 33,333 | ' | 33,333 | ' |
Shares of common stock issued upon exercise of warrants | ' | ' | ' | ' | 10,825 | ' | 166,665 | ' |
Exercise price of warrants | ' | ' | ' | ' | $6.42 | ' | $6.42 | ' |
Shares of common stock for consulting services | ' | ' | 12,925 | ' | ' | ' | ' | ' |
Stock-based compensation expense | $800,923 | ' | $72,500 | ' | ' | ' | ' | ' |
STOCKBASED_COMPENSATION_Schedu
STOCK-BASED COMPENSATION (Schedule of Assumptions in Determining the Fair Value of Warrants Granted) (Consulting services agreement [Member], Medbox, Inc [Member], Warrants [Member]) | 9 Months Ended |
Sep. 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: | 1.68% |
Expected term: | '5 years |
Expected dividend yield: | 0.00% |
Expected volatility: | 131.56% |
STOCKBASED_COMPENSATION_Schedu1
STOCK-BASED COMPENSATION (Schedule of Warrants Issued, Exercised and Expired)) (Consulting services agreement [Member], Medbox, Inc [Member], Warrants [Member], USD $) | 0 Months Ended | 9 Months Ended | |
27-May-14 | Sep. 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 | 166,665 | ' |
Exercised | -33,333 | -33,333 | ' |
Expired | ' | ' | ' |
Balance at the end of the period | ' | 133,332 | 33,000 |
Weighted Avg. Exercise Price | ' | ' | ' |
Balance at the beginning of the period | ' | ' | ' |
Issued | ' | $6.65 | ' |
Exercised | $6.42 | $6.42 | ' |
Expired | ' | ' | ' |
Balance at the end of the period | ' | $6.70 | ' |
GOING_CONCERN_Details
GOING CONCERN (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
GOING CONCERN [Abstract] | ' | ' | ' | ' | ' |
Net loss | $683,257 | $15,182 | $1,013,145 | $25,996 | ' |
Accumulated deficit | 1,185,775 | ' | 1,185,775 | ' | 172,630 |
Revenues | $32,347 | ' | $36,775 | ' | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Maximum [Member] | Minimum [Member] | |||
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' |
Net operating loss carryovers | ' | $168,000 | ' | ' |
Deferred tax assets | $0 | ' | ' | ' |
Operating loss carryforwards,expiration date | ' | ' | 31-Dec-33 | 1-Jan-25 |