Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Apr. 15, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Advanced Cannabis Solutions, Inc. | ' |
Entity Central Index Key | '0001477009 | ' |
Document Type | '10-K | ' |
Document Period End Date | 31-Dec-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Public Float | ' | $0 |
Entity Common Stock, Shares Outstanding | ' | 13,387,200 |
Document Fiscal Period Focus | 'FY | ' |
Document Fiscal Year Focus | '2013 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 |
Current assets | ' |
Cash | $427,436 |
Prepaid Expenses | 2,244 |
Total current assets | 429,680 |
Fixed Assets | ' |
Property and equipment, net | 452,753 |
Total Assets | 882,433 |
Current liabilities | ' |
Accounts payable and accrued expenses | 43,212 |
Convertible notes payable (net of debt discount) - current portion | 2,930 |
Total current liabilities | 46,142 |
Long term liabilities | ' |
Tenant deposits | 1,250 |
Convertible notes payable (net of debt discount) less current portion | 341,907 |
Total long term liabilities | 343,157 |
Total Liabilities | 389,299 |
Commitments and Contingencies | ' |
Stockholders' Equity | ' |
Preferred stock, no par value; 5,000,000 shares authorized; No shares issues & outstanding at December 31, 2013 | 0 |
Common Stock, no par value; 100,000,000 shares authorized;15,137,200 shares issued and outstanding on December 31, 2013 | 1,204,096 |
Deficit accumulated during development stage | -710,962 |
Total Stockholders' Equity | 493,134 |
Total Liabilities and Stockholders' Equity | $882,433 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 |
Stockholders' Equity | ' |
Preferred stock, par value | $0 |
Preferred stock, shares authorized | 5,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common stock, par value | $0 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 15,137,200 |
Common stock, shares outstanding | 15,137,200 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (USD $) | 7 Months Ended |
Dec. 31, 2013 | |
Income Statement [Abstract] | ' |
Sales | $0 |
Cost of goods sold | 0 |
Gross profit | 0 |
Operating expenses: | ' |
General and administrative | 53,265 |
Payroll | 108,588 |
Professional fees | 391,132 |
Office expense | 8,269 |
Loss on expired option to acquire real estate | 150,000 |
Total operating expenses | 711,254 |
Net loss from continuing operations | -711,254 |
Discontinued operations | ' |
Income from discontinued operations (including $0 gain on disposal) | 1,957 |
Other income (expense) | ' |
Interest Expense | -871 |
Amortization of debt discount | -794 |
Total other income (expense) | -1,665 |
Net loss | ($710,962) |
Weighted average number of common shares Outstanding - basic and fully diluted | 14,026,127 |
Net loss per share - basic and fully diluted from continuing operations | ($0.05) |
Net loss per share - basic and fully diluted from discontinued operations | $0 |
Net loss per share - basic and fully diluted | ($0.05) |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENS OF CASH FLOWS (USD $) | 7 Months Ended |
Dec. 31, 2013 | |
Cash flows from operating activities | ' |
Net loss | ($710,962) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' |
Loss on expired option to acquire property | 150,000 |
Issuance of stock for services | 40,000 |
Amortization of debt discount | 794 |
Changes in operating assets and liabilities | ' |
Accounts receivable and prepaid expenses | -2,244 |
Accounts payable and accrued expenses | 43,212 |
Net cash used in operating activities - continuing operations | -479,200 |
Net cash used in operating activities - discontinued operation | -9,871 |
Net cash used in operating activities | -488,192 |
Cash flows from investing activities | ' |
Net cash used in the purchase of property | -282,753 |
Option to acquire property | -150,000 |
Net cash used in investing activities | -432,753 |
Cash flows from financing activities | ' |
Purchase and cancellation of shares of common stock | -100,000 |
Proceeds from issuance of common stock | 985,400 |
Proceeds from loan payable | 530,000 |
Debt acquisition costs paid | -66,140 |
Net cash provided by financing activities | 1,349,260 |
Net Increase in Cash | 427,436 |
Cash at the Beginning of the Period | 0 |
Cash at the End of the Period | 427,436 |
Supplemental Disclosure | ' |
Cash paid for interest | 0 |
Cash paid for income taxes | 0 |
Supplementary disclosure of noncash financing activities | ' |
Net liabilities on transfer of subsidiary | 10,663 |
Cancellation of shares of common stock | 100,000 |
Issuance of common stock for services | 40,000 |
Net assets transferred on disposal of mapping division | 452 |
Purchase of property with mortgage | $170,000 |
CONDENSED_STATEMENT_OF_CHANGES
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (USD $) | Preferred Stock | Common Stock | Deficit Accumulated During Development Stage | Total |
Beginning Balance, Amount at Jun. 04, 2013 | $0 | $0 | $0 | $0 |
Beginning Balances, Shares at Jun. 04, 2013 | 0 | 0 | ' | ' |
Common stock issued for cash at $0.001 per share, June 30, 2013, Shares | ' | 12,400,000 | ' | ' |
Common stock issued for cash at $0.001 per share, June 30, 2013, Amount | ' | 12,400 | ' | 12,400 |
Common stock Issued for cash at $1.00 per share, July 11 through August 8, 2013, Shares | ' | 707,000 | ' | ' |
Common stock Issued for cash at $1.00 per share, July 11 through August 8, 2013, Amount | ' | 707,000 | ' | 707,000 |
Recapitalization on August 14, 2013, Shares | ' | 9,724,000 | ' | ' |
Recapitalization on August 14, 2013, Amount | ' | -10,663 | ' | -10,663 |
Purchase and cancellation of shares of common stock on August 14, 2013, Shares | ' | -8,000,000 | ' | ' |
Purchase and cancellation of shares of common stock on August 14, 2013, Amount | ' | -100,000 | ' | -100,000 |
Common stock issued for cash at $1.00 per share, August 14 through September 19, 2013, Shares | ' | 266,000 | ' | ' |
Common stock issued for cash at $1.00 per share, August 14 through September 19, 2013, Amount | ' | 266,000 | ' | 266,000 |
Common stock issued for services December 9, 2013 | ' | 40,000 | ' | ' |
Common stock issued for services December 9, 2013 | ' | 40,000 | ' | 40,000 |
Discount on convertible notes | ' | 289,811 | ' | 289,811 |
Loss on sale of mapping business to related party | ' | -452 | ' | -452 |
Net loss for the year ended December 31, 2013 | ' | ' | -710,962 | -710,962 |
Ending Balance, Amount at Dec. 31, 2013 | $0 | $1,204,096 | ($710,962) | $493,134 |
Ending Balance, Shares at Dec. 31, 2013 | 0 | 15,137,200 | ' | ' |
1_NATURE_OF_OPERATIONS_HISTORY
1. NATURE OF OPERATIONS, HISTORY AND PRESENTATION | 7 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
NATURE OF OPERATIONS, HISTORY AND PRESENTATION | ' |
Nature of Operations | |
Promap Corporation (“Promap”, “the Company” “we” or “us”) was incorporated in the State of Colorado on November 12, 1987. The Company is an independent GIS and custom draft energy mapping company for the oil and gas industry in the United States and Canada. The Company provides hard copy and digital format oil and gas production maps which cover various geologic basins in numerous areas including: Denver Basin, Powder River Basin, Michigan Basin, Williston Basin, Arkoma Basin, Illinois Basin, Cincinnati Arch, Uintah - Piceance Basins and The Nevada Basin. The Company also provides maps of the North American Coal Basin and Coal Bed Methane Activity and North American Devonian - Mississippian Shale Map with detailed pipeline locations. | |
On August 14, 2013, the Company acquired 94% of the issued and outstanding share capital of Advanced Cannabis Solutions (“ACS”) (“the Share Exchange Agreement”), a development-stage company, planning to provide real estate leasing services to the regulated cannabis industry throughout the United States. While the Company will continue to provide energy mapping services on an ongoing basis as a non-core activity, it is planned that the combined companies will focus on ACS’ business plan as its core activity and operate under the name Advanced Cannabis Solutions, Inc. The Company has completed a change in trading symbol to CANN (OTCBB) and has completed its official name change. | |
The Share Exchange Agreement has been accounted for as a reverse acquisition and recapitalization using accounting principles applicable to reverse acquisition. Under reverse acquisition accounting, ACS, the legal acquiree, is treated as the accounting acquirer of the Company. Consequently, ACS’ financial results are disclosed for all periods presented, while the Company’s financial results have only been consolidated with those of the existing ACS business from August 14, 2013 onward. All outstanding shares have been restated to reflect the effect of the Agreement. | |
ACS was incorporated in the State of Colorado on June 5, 2013. As a development-stage company, ACS plans to provide real estate leasing services to the regulated cannabis industry throughout the United States by purchasing real estate assets and leasing growing space and related facilities to licensed marijuana growers and dispensary owners for their operations. In addition, ACS plans to provide a variety of ancillary services to the industry, including the development of a proprietary line of grow mediums and plant nutrient lines, product tracking technology, and comprehensive consulting services to current and future cannabis entrepreneurs. | |
In the period from July through September, 2013, the Company raised $973,000 in capital by issuing 973,000 shares of common stock at $1.00 per share through a private placement. These funds allowed us to rent offices, hire our executive team, and fund the initial operation of the Company. In addition, we raised $530,000 in debt through the issuance of 12% convertible notes in December, 2013. We also purchased our first commercial property on December 31, 2013, consisting of a 5,000 square foot facility located in Pueblo West, Colorado. This property was leased on the same day to an established grower under an eight year lease averaging $9,588 per month. The Company is currently in the process of negotiating several additional real estate purchases. | |
Our initial focus will be on opportunities within Colorado, which has allowed its citizens to use medical marijuana since 2000. Voters in Colorado approved a ballot measure in November 2012 to legalize marijuana for adult use. Starting Jan 1, 2014, adult Colorado citizens and visiting adults became able to purchase marijuana without any medical licenses. Several studies have predicted that the retail cannabis market in Colorado will increase from $200 million annually to over $900 million after the new law takes effect. While the national regulated cannabis market is estimated to be $1.5 billion annually, many experts expect it to reach $30 billion by 2018 as additional states approve cannabis use for its citizens. | |
ACS will not grow, harvest, distribute or sell cannabis or any substances that violate United States law or the Controlled Substances Act, nor does it intend to do so in the future. |
2_SUMMARY_OF_SIGNIFICANT_ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 7 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
Principles of Consolidation | |
The consolidated financial statements include the results of 1) the parent company, Advanced Cannabis Solutions Corporation, formed in the state of Colorado on June 5, 2013, 2) Advanced Cannabis Solutions Corporation’s wholly owned subsidiary company, ACS Corp., formed in the state of Colorado on June 6, 2013, and 3) ACS Corp.’s wholly owned subsidiary company, ACS Colorado Corp., formed in the state of Colorado on October 21, 2013. All intercompany balances and transactions have been eliminated in consolidation. | |
Basis of Presentation | |
The accompanying financial statements have been prepared, under accounting principles generally accepted in the United States, assuming that the Company will continue as a going concern that contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, the ability of the Company to continue as a going concern on a longer-term basis will be dependent upon the ability to generate sufficient cash flow from operations to meet its obligations on a timely basis, the ability to successfully raise additional financing, and the ability to ultimately attain profitability. | |
Development Stage Company | |
The Company is a development stage company in accordance with Financial Accounting Standards Codification (“ASC”) 915 "Development Stage Entities". Among the disclosures required as a development stage company are that our financial statements are identified as those of a development stage company, and that the statements of operations, stockholders' deficit and cash flows disclose activity since the date of our Inception (June 5, 2013) as a development stage company. | |
Use of Estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Cash and cash equivalents | |
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. These deposits are insured up to $250,000 by the FDIC. None of our bank accounts, as of December 31, 2013, exceeded this threshold and therefore were all covered by FDIC insurance. | |
Accounts receivable | |
The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. | |
Property and equipment | |
Property and equipment are recorded at cost and depreciated under accelerated or straight line methods over each item's estimated useful life. | |
We review our property and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. | |
Maintenance and repairs of property and equipment are charged to operations. Major improvements are capitalized. Upon retirement, sale or other disposition of property and equipment, the cost and accumulated depreciation are eliminated from the accounts and any gain or loss is included in operations. | |
Income tax | |
The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |
Fair Value Measurements | |
ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows: | |
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange. | |
Level 2 – Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs. | |
Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights. | |
Our financial instruments consist of prepaid expenses, accounts payable and accrued liabilities and convertible notes payable approximate their fair value because of the short-term maturities of these instruments or bear market rates of interest. | |
Long-Lived Assets | |
In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value. | |
Revenue recognition | |
The Company will recognize revenue in accordance with ASC. 605, “Revenue Recognition”. ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. | |
Advertising costs | |
Advertising costs are expensed as incurred. No advertising costs were incurred during the period of inception through December 31, 2013. | |
Comprehensive Income (Loss) | |
Comprehensive income is defined as all changes in stockholders' equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. From our Inception there have been no differences between our comprehensive loss and net loss. | |
Net income (loss) per share | |
The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share. | |
Business Segments | |
During 2013, the Company operated two reportable business segments – a petroleum mapping business and a real estate leasing business. On December 31, 2013 the petroleum mapping business was transferred to an unaffiliated shareholder in return for the assumption of liabilities of the business. | |
Recently Issued Accounting Standards | |
We have reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of our operations. |
3_GOING_CONCERN
3. GOING CONCERN | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
GOING CONCERN | ' |
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since Inception (June 5, 2013) resulting in an accumulated deficit of $710,962 as of December 31, 2013 and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern. | |
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no guarantee that the Company will be successful in achieving these objectives. |
4_SHARE_EXCHANGE_AGREEMENT
4. SHARE EXCHANGE AGREEMENT | 7 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes to Financial Statements | ' | ||||
SHARE EXCHANGE AGREEMENT | ' | ||||
On August 14, 2013, pursuant to a Share Exchange Agreement (the “The Share Exchange Agreement”), Promap Corporation (the “Company”) acquired approximately 94% of the outstanding common stock of Advanced Cannabis Solutions, Inc. (“ACS”) in exchange for 12,400,000 shares of the Company’s common stock. | |||||
In connection with the Share Exchange Agreement: | |||||
● | The Company purchased 8,000,000 shares of its outstanding common stock from a former officer of the Company for $100,000. These shares were then cancelled and returned to the status of authorized but unissued shares; | ||||
● | Robert Frichtel was appointed as a director and the Principal Executive and Financial Officer of the Company; | ||||
● | Roberto Lopesino was appointed Vice President of the Company; and | ||||
● | Steven Tedesco and Robert Carrington, Jr., resigned as officers and directors of the Company. | ||||
As a result of the acquisition, ACS is the Company’s 94% owned subsidiary and the former shareholders of ACS own approximately 88% of the Company’s common stock. The Company plans to acquire the remaining outstanding shares of ACS at a later date (see Note 8 Subsequent Events below). | |||||
The Agreement has been accounted for as a reverse acquisition and recapitalization using accounting principles applicable to reverse acquisition. Under reverse acquisition accounting, ACS, the legal acquiree, is treated as the accounting acquirer of the Company. Consequently, CSA financial results are disclosed for all periods presented, while the Company’s financial results have only been consolidated with those of the existing ACS business from August 14, 2013 onward. All outstanding shares have been restated to reflect the effect of the Agreement. | |||||
The following table summarizes the estimated fair values of the Company’s assets acquired and liabilities assumed by the existing ASC business as on August 14, 2013: | |||||
Cash | $ | 1,790 | |||
Accounts receivable | 8,370 | ||||
Accounts payable | (20,823 | ) | |||
The fair value of the company’s net liabilities at the August 14, 2013 recapitalization | $ | (10,663 | ) |
5_DISCONTINUED_OPERATIONS
5. DISCONTINUED OPERATIONS | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||
DISCONTINUED OPERATIONS | ' | ||||
The components of the discontinued operations are as follows: | |||||
5-Jun-13 | |||||
(Inception) to | |||||
December 31, | |||||
2013 | |||||
Revenues | $ | 455 | |||
Cost of services | 183 | ||||
Gross profit | 272 | ||||
Operating expenses | |||||
General administrative | (1,685 | ) | |||
Total operating expenses | (1,685 | ) | |||
Net income | $ | 1,957 | |||
The credit to general administrative expenses arose due the write back of a provision for doubtful debts recorded in a prior period. | |||||
The mapping business was transferred to a unaffiliated shareholder on December 31, 2013. This shareholder assumed all liabilities of this business segment. At the time of transfer, the business had assets of $2,729 and liabilities of $2,277. The company recognized a loss on the transfer of $452. This amount was charged to equity. |
6_FIXED_ASSETS
6. FIXED ASSETS | 12 Months Ended |
Dec. 31, 2013 | |
Fixed Assets | ' |
FIXED ASSETS | ' |
On December 31, 2013, the Company acquired a 5,000 square foot commercial building in Pueblo West for the purchase price of $452,753. We did not book any depreciation expense for the asset in 2013. In future years, the building will be depreciated using straight-line depreciation and an estimated useful life of 25 years. |
7_CONVERTIBLE_NOTES_PAYABLE
7. CONVERTIBLE NOTES PAYABLE | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||
CONVERTIBLE NOTES PAYABLE | ' | ||||||||||||
12% Convertible notes | |||||||||||||
The Company issued $530,000 in convertible notes on December 27, 2013. These notes have an interest rate of 12%, paid quarterly, and mature on October 31, 2018. They are convertible at any time to shares of stock at $5.00 per share. After November 1, 2015, the Company can force conversion of these notes if the trading stock price has exceeded $10 for 20 consecutive trading days. | |||||||||||||
The Company paid commission of $63,600 and incurred other debit issuance costs of $2,540. The Company also issued 10,600 warrants with an exercise price of $5.00 per share as further compensation to the broker dealer who raised this funding for us. | |||||||||||||
We valued the convertible feature of the 12% convertible notes and the warrants issued to the broker dealer using the Black Scholes valuation model, assuming an expected life of 4.8 years, an annual volatility factor of 127%, a risk free interest rate of 1.65%, and $0 dividends. The debt discount on these convertible notes payable will be amortized over the life of the notes from December 27, 2013 through October 31, 2018 on a straight line basis that approximates the effective interest rate method. | |||||||||||||
8 ½% Convertible Note Payable | |||||||||||||
The company executed a mortgage on their Pueblo West property in the amount of $170,000 at 8 ½% interest amortized over years with a maturity date of January 1, 2019. This note is convertible at any time at $5.00 per share. | |||||||||||||
We valued the convertible feature of the 8 ½% Convertible note payable using the Black Scholes valuation model, assuming an expected life of 4.8 years, an annual volatility factor of 104%, a risk free interest rate of 1.65%, and $0 dividends. The debt discount on this convertible note payable will be amortized over the life of the note from January 1, 2014 through January 2019 on a straight line basis that approximates the effective interest rate method | |||||||||||||
The table below summarizes out Convertible Notes activity during the year ended December 31, 2013: | |||||||||||||
Convertible Notes Payable | Debt Discount | Convertible Notes Payable, Net | |||||||||||
June 5, 2013 (Inception) | $ | - | $ | - | $ | - | |||||||
Proceeds from issuance of convertible debt | |||||||||||||
12% convertible notes issued December 27,2013 | 530,000 | (278,853 | ) | 251,147 | |||||||||
8% convertible notes issued December 31,2013 | 170,000 | (77,104 | ) | 92,896 | |||||||||
Amortization of debt discount | - | 794 | 794 | ||||||||||
Total | 700,000 | (355,163 | ) | 344,837 | |||||||||
Current portion of debt | (5,356 | ) | 2,426 | (2,930 | ) | ||||||||
Long term portion at December 31, 2013 | $ | 694,644 | $ | (355,163 | ) | $ | 339,481 |
8_COMMITMENTS_AND_CONTINGENCIE
8. COMMITMENTS AND CONTINGENCIES | 7 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
Operating Leases and Long term Contracts | |
The Company rents office space for its corporate needs. The Company entered into a month-to-month lease agreement in July 2013 to lease 2,000 square feet for an annual rate of $12,000, paid monthly. We paid $6,000 for the lease of our corporate offices for the period ended December 31, 2013. | |
In addition, the Company has a second mortgage on its Pueblo property in the amount of $170,000, with an interest rate of 8 1/2 %, a 15 year amortization, and a maturity date of December 31, 2018. | |
Legal | |
To the best of the Company’s knowledge and belief, no legal proceedings are currently pending or threatened. |
9_STOCK_HOLDERS_EQUITY
9. STOCK HOLDERS' EQUITY | 7 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Equity [Abstract] | ' | ||||||||
STOCK HOLDERS' EQUITY | ' | ||||||||
Preferred Stock | |||||||||
The Company is authorized to issue 5,000,000 shares of preferred stock, with no par value. No shares of preferred stock have been issued or are outstanding, and no rights, privileges or preferences have been determined and designated by the board of directors. | |||||||||
Common Stock | |||||||||
The Company is authorized to issue 100,000,000 shares of no-par value common stock. | |||||||||
On June 30, 2013, the Company issued 12,400,000 shares of common stock to its founders for cash consideration of $0.001 per share. | |||||||||
Between July 11, 2013 and August 8, 2013, the Company issued 707,000 shares of its common stock for cash consideration of $1.00 per share. Each of these shares has a Series A warrant attached with an exercise price of $10.00. The company may force this exercise at any time, as the requirement for 10 days of consecutive trading at a price at or greater than $10 has already been met. | |||||||||
On August 14, 2013, following the reverse merger of ACS with the Company, existing shareholders of the Company owned 9,724,200 shares of its common shares However, 8,000,000 of these shares were then immediately purchased by the Company for cash consideration of $100,000 and cancelled. | |||||||||
Between August 14, 2013 and September 19 2013, the Company issued a further 266,000 shares of its common stock for cash consideration of $1.00 per share. Each of these shares has a Series A warrant attached with an exercise price of $10.00. The company may force this exercise at any time, as the requirement for 10 days of consecutive trading at a price at or greater than $10 has already been met. | |||||||||
On December 9, 2014, the Company issued 40,000 shares of stock in return for professional services. | |||||||||
On December 27, 2014, the Company issued convertible notes with an allocation of 10,600 warrants to the placement agent. Each warrant entitles the agent to purchase a share of stock at $5 per share. The derivative effect of this feature has been calculated and included in the table in Note 6, with a note discount of $21,271. | |||||||||
At December 31, 2013, the Company had 15,137,200 shares of its common stock issued and outstanding. | |||||||||
Common Stock | Warrants | ||||||||
June 5, 2013 (Inception) | - | - | |||||||
Issued for cash proceeds of $985,400 | 13,373,000 | 973,000 | |||||||
Issued as part of exchange agreement | 9,724,200 | ||||||||
Terminated as part of exchange agreement | (8,000,000 | ) | |||||||
Issued as compensation under a consulting agreement | 40,000 | - | |||||||
Warrants issued to placement agent | - | 10,600 | |||||||
31-Dec-13 | 15,137,200 | 983,600 | |||||||
The following table summarizes information about warrants outstanding December 31, 2013: | |||||||||
Exercise Price | Warrants Outstanding | Weighted Average Life of Outstanding Warrants In Months | Date of Expiration | ||||||
$5.00 | 10,600 | 58 | 10/31/18 | ||||||
$1.00 | 973,000 | 31 | 7/31/16 | ||||||
$1.04 | 983,600 | 31.3 |
10_INCOME_TAXES
10. INCOME TAXES | 7 Months Ended | ||||
Dec. 31, 2013 | |||||
Income Tax Disclosure [Abstract] | ' | ||||
INCOME TAXES | ' | ||||
The Company accounts for income taxes in accordance with FASB ASC 740 “Income Taxes”. Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized. | |||||
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows: | |||||
Inception | |||||
(June 5, 2013) to | |||||
December 31, | |||||
2013 | |||||
Deferred tax attributed: | |||||
Net operating loss carryover | $ | (241,727 | ) | ||
Less: change in valuation allowance | $ | (241,727 | ) | ||
Net deferred tax asset | $ | - | |||
At December 31, 2013 the Company had an unused net operating loss carry-forward approximating ($710,962) that is available to offset future taxable income; the loss carry-forward will expire in 2033. | |||||
11_SUBSEQUENT_EVENTS
11. SUBSEQUENT EVENTS | 7 Months Ended | ||
Dec. 31, 2013 | |||
Subsequent Events [Abstract] | ' | ||
SUBSEQUENT EVENTS | ' | ||
On January 5, 2014, we required 1,750,000 shares of stock of our stock for no consideration and returned these shares to our authorized share count. | |||
On January 21, 2014 we signed an agreement with Full Circle Capital Corporation, a closed-end investment company. The agreement provides that Full Circle will initially provide $7.5 million to us in the form of Senior Secured Convertible Notes, subject to certain conditions. We can borrow an additional $22.5 million with the mutual agreement of us and Full Circle. | |||
At least 95% of the loan proceeds will be used to acquire properties which will lease to licensed marijuana growers. | |||
Full Circle will provide us with the $7.5 million when: | |||
● | Full Circle agrees on the location of property to be purchased; | ||
● | The property’s appraised value is satisfactory to Full Circle; | ||
● | A Phase I environmental inspection is completed to the satisfaction of Full Circle; and | ||
● | We are able to provide a first priority lien on the property to Full Circle. | ||
We can borrow an additional $22.5 million on terms acceptable to us and Full Circle. | |||
The six-year loan will be secured by real estate acquired with the loan proceeds and will require interest-only payments at a rate of 12% per year. | |||
The initial loan can, at any time, be converted into shares of our common stock at a conversion price of $5.00 per share. It is contemplated that further advances will be convertible at 110% of the market price of our stock on the day of advance, or the ten-day volume-weighted average price prior to the day of advance, whichever is lower. | |||
The funding of the loan is subject to the execution of additional documents between the parties. | |||
Full Circle also purchased, for $500,000, warrants which allow Full Circle to purchase up to 1,000,000 shares of our common stock at any time on or prior to January 21, 2017 at a price of $5.50 per share. | |||
On January 29, 2014, the Company issued $1,605,000 worth of 12% convertible notes, convertible at $5 per share. These notes mature on October 31, 2018. The note holder may convert at any time and the Company has the right to force conversion any time after December 31, 2015 provided the stock price trades above $10 per share for 20 consecutive trading days. | |||
Except for our agreement with Full Circle, we do not have any commitments or arrangements from any person to provide us with any additional capital. We may not be successful in raising the capital we will need. | |||
On March 27, 2014 the SEC issued a trading halt order on our stock, and issued a statement that they were investigating affiliated shareholders that may have made illegal sales of stock. The order was not directed at the management of the Company and is considered a private investigation. The stock began trading again unlisted on the OTC on April 10, 2014. | |||
On April 4, 2014, the Company entered into a three year lease agreement to lease 3,000 square feet for an annual rate of $24,000, paid monthly. | |||
The Company has evaluated all subsequent events through the date these financial statements were issued. Other than those set out above, there have been no subsequent events after December 31, |
2_SUMMARY_OF_SIGNIFICANT_ACCOU1
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 7 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Principles of Consolidation | ' |
The consolidated financial statements include the results of 1) the parent company, Advanced Cannabis Solutions Corporation, formed in the state of Colorado on June 5, 2013, 2) Advanced Cannabis Solutions Corporation’s wholly owned subsidiary company, ACS Corp., formed in the state of Colorado on June 6, 2013, and 3) ACS Corp.’s wholly owned subsidiary company, ACS Colorado Corp., formed in the state of Colorado on October 21, 2013. All intercompany balances and transactions have been eliminated in consolidation. | |
Basis of Presentation | ' |
The accompanying financial statements have been prepared, under accounting principles generally accepted in the United States, assuming that the Company will continue as a going concern that contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, the ability of the Company to continue as a going concern on a longer-term basis will be dependent upon the ability to generate sufficient cash flow from operations to meet its obligations on a timely basis, the ability to successfully raise additional financing, and the ability to ultimately attain profitability. | |
Development Stage Company | ' |
The Company is a development stage company in accordance with Financial Accounting Standards Codification (“ASC”) 915 "Development Stage Entities". Among the disclosures required as a development stage company are that our financial statements are identified as those of a development stage company, and that the statements of operations, stockholders' deficit and cash flows disclose activity since the date of our Inception (June 5, 2013) as a development stage company. | |
Use of Estimates | ' |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Cash and cash equivalents | ' |
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. These deposits are insured up to $250,000 by the FDIC. None of our bank accounts, as of December 31, 2013, exceeded this threshold and therefore were all covered by FDIC insurance. | |
Accounts receivable | ' |
The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. | |
Property and equipment | ' |
Property and equipment are recorded at cost and depreciated under accelerated or straight line methods over each item's estimated useful life. | |
We review our property and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. | |
Maintenance and repairs of property and equipment are charged to operations. Major improvements are capitalized. Upon retirement, sale or other disposition of property and equipment, the cost and accumulated depreciation are eliminated from the accounts and any gain or loss is included in operations. | |
Income tax | ' |
The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |
Fair Value Measurements | ' |
ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows: | |
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange. | |
Level 2 – Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs. | |
Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights. | |
Our financial instruments consist of prepaid expenses, accounts payable and accrued liabilities and convertible notes payable approximate their fair value because of the short-term maturities of these instruments or bear market rates of interest. | |
Long-Lived Assets | ' |
In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value. | |
Revenue recognition | ' |
The Company will recognize revenue in accordance with ASC. 605, “Revenue Recognition”. ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. | |
Advertising Costs | ' |
Advertising costs are expensed as incurred. No advertising costs were incurred during the period of inception through December 31, 2013. | |
Comprehensive Income (Loss) | ' |
Comprehensive income is defined as all changes in stockholders' equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. From our Inception there have been no differences between our comprehensive loss and net loss. | |
Net income (loss) per share | ' |
The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share. | |
Business Segments | ' |
During 2013, the Company operated two reportable business segments – a petroleum mapping business and a real estate leasing business. On December 31, 2013 the petroleum mapping business was transferred to an unaffiliated shareholder in return for the assumption of liabilities of the business. | |
Recently Issued Accounting Standards | ' |
We have reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of our operations. |
3_SHARE_EXCHANGE_AGREEMENT_Tab
3. SHARE EXCHANGE AGREEMENT (Tables) | 7 Months Ended | ||||
Dec. 31, 2013 | |||||
Share Exchange Agreement Tables | ' | ||||
Schedule of fair value of assets and liabilities | ' | ||||
Cash | $ | 1,790 | |||
Accounts receivable | 8,370 | ||||
Accounts payable | (20,823 | ) | |||
The fair value of the company’s net liabilities at the August 14, 2013 recapitalization | $ | (10,663 | ) |
5_DISCONTINUED_OPERATIONS_Tabl
5. DISCONTINUED OPERATIONS (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||
Components of discontinued operations | ' | ||||
5-Jun-13 | |||||
(Inception) to | |||||
December 31, | |||||
2013 | |||||
Revenues | $ | 455 | |||
Cost of services | 183 | ||||
Gross profit | 272 | ||||
Operating expenses | |||||
General administrative | (1,685 | ) | |||
Total operating expenses | (1,685 | ) | |||
Net income | $ | 1,957 |
7_CONVERTIBLE_NOTES_PAYABLE_Ta
7. CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Convertible Notes Payable Tables | ' | ||||||||||||
Convertible Notes activity | ' | ||||||||||||
Convertible Notes Payable | Debt Discount | Convertible Notes Payable, Net | |||||||||||
June 5, 2013 (Inception) | $ | - | $ | - | $ | - | |||||||
Proceeds from issuance of convertible debt | |||||||||||||
12% convertible notes issued December 27,2013 | 530,000 | (278,853 | ) | 251,147 | |||||||||
8% convertible notes issued December 31,2013 | 170,000 | (77,104 | ) | 92,896 | |||||||||
Amortization of debt discount | - | 794 | 794 | ||||||||||
Total | 700,000 | (355,163 | ) | 344,837 | |||||||||
Current portion of debt | (5,356 | ) | 2,426 | (2,930 | ) | ||||||||
Long term portion at December 31, 2013 | $ | 694,644 | $ | (355,163 | ) | $ | 339,481 |
9_STOCK_HOLDERS_EQUITY_Tables
9. STOCK HOLDERS' EQUITY (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Stock Holders Equity Tables | ' | ||||||||
Common stock issued and outstanding | ' | ||||||||
Common Stock | Warrants | ||||||||
June 5, 2013 (Inception) | - | - | |||||||
Issued for cash proceeds of $985,400 | 13,373,000 | 973,000 | |||||||
Issued as part of exchange agreement | 9,724,200 | ||||||||
Terminated as part of exchange agreement | (8,000,000 | ) | |||||||
Issued as compensation under a consulting agreement | 40,000 | - | |||||||
Warrants issued to placement agent | - | 10,600 | |||||||
31-Dec-13 | 15,137,200 | 983,600 | |||||||
Warrants outstanding | ' | ||||||||
Exercise Price | Warrants Outstanding | Weighted Average Life of Outstanding Warrants In Months | Date of Expiration | ||||||
$5.00 | 10,600 | 58 | 10/31/18 | ||||||
$1.00 | 973,000 | 31 | 7/31/16 | ||||||
$1.04 | 983,600 | 31.3 |
8_INCOME_TAXES_Tables
8. INCOME TAXES (Tables) | 7 Months Ended | ||||
Dec. 31, 2013 | |||||
Income Taxes Tables | ' | ||||
Schedule of deferred tax amounts | ' | ||||
Inception | |||||
(June 5, 2013) to | |||||
December 31, | |||||
2013 | |||||
Deferred tax attributed: | |||||
Net operating loss carryover | $ | (241,727 | ) | ||
Less: change in valuation allowance | $ | (241,727 | ) | ||
Net deferred tax asset | $ | - |
4_SHARE_EXCHANGE_AGREEMENT_Det
4. SHARE EXCHANGE AGREEMENT (Details) (USD $) | Aug. 14, 2013 |
Share Exchange Agreement Details | ' |
Cash | $1,790 |
Accounts receivable | 8,370 |
Accounts payable | -20,823 |
The fair value of the Company's net liabilities at the August 14, 2013 recapitalization | ($10,663) |
5_DISCONTINUED_OPERATIONS_Deta
5. DISCONTINUED OPERATIONS (Details) (USD $) | 7 Months Ended |
Dec. 31, 2013 | |
Discontinued Operations and Disposal Groups [Abstract] | ' |
Revenues | $455 |
Cost of services | 183 |
Gross profit | 272 |
Operating expenses | ' |
General administrative | -1,685 |
Total operating expenses | -1,685 |
Net income | $1,957 |
7_CONVERTIBLE_NOTES_PAYABLE_De
7. CONVERTIBLE NOTES PAYABLE (Details) (USD $) | 7 Months Ended |
Dec. 31, 2013 | |
Proceeds from issuance of convertible debt | ' |
12% convertible notes issued December 27,2013 | $530,000 |
Amortization of debt discount | 794 |
Convertible Notes Payable | ' |
June 5, 2013 (Inception) | 0 |
Proceeds from issuance of convertible debt | ' |
12% convertible notes issued December 27,2013 | 530,000 |
8% convertible notes issued December 31,2013 | 170,000 |
Amortization of debt discount | 0 |
Total | 700,000 |
Current portion of debt | -5,356 |
Long term portion at December 31, 2013 | 694,644 |
Debt Discount | ' |
June 5, 2013 (Inception) | 0 |
Proceeds from issuance of convertible debt | ' |
12% convertible notes issued December 27,2013 | -278,853 |
8% convertible notes issued December 31,2013 | -77,104 |
Amortization of debt discount | 794 |
Total | -355,163 |
Current portion of debt | 2,426 |
Long term portion at December 31, 2013 | -355,163 |
Convertible Notes Payable, Net | ' |
June 5, 2013 (Inception) | 0 |
Proceeds from issuance of convertible debt | ' |
12% convertible notes issued December 27,2013 | 251,147 |
8% convertible notes issued December 31,2013 | 92,896 |
Amortization of debt discount | 794 |
Total | 344,837 |
Current portion of debt | -2,930 |
Long term portion at December 31, 2013 | $339,481 |
9_STOCK_HOLDERS_EQUITY_Details
9. STOCK HOLDERS' EQUITY (Details) (USD $) | 7 Months Ended |
Dec. 31, 2013 | |
Exercise Price Option 1 | ' |
Exercise Price | $5 |
Warrants Outstanding | 10,600 |
Weighted Average Life of Outstanding Warrants In Months | '58 months |
Date of Expiration | 31-Oct-18 |
Exercise Price Option 2 | ' |
Exercise Price | $1 |
Warrants Outstanding | 973,000 |
Weighted Average Life of Outstanding Warrants In Months | '31 months |
Date of Expiration | 31-Jul-16 |
Exercise Price Option 3 | ' |
Exercise Price | $1.04 |
Warrants Outstanding | 983,600 |
Weighted Average Life of Outstanding Warrants In Months | '31 months |
10_INCOME_TAXES_Details
10. INCOME TAXES (Details) (USD $) | Dec. 31, 2013 |
Deferred tax attributed: | ' |
Net operating loss carryover | ($241,727) |
Less: change in valuation allowance | -241,727 |
Net deferred tax asset | $0 |