Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Apr. 27, 2016 | Jun. 30, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | DIEGO PELLICER WORLDWIDE, INC | ||
Entity Central Index Key | 1,559,172 | ||
Document Type | 10-K/A | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | true | ||
Amendment Description | The purpose of this Amendment No. 1 to the Company's Annual Report on Form 10-K for the period ended December 31, 2015, filed with the Securities and Exchange Commission on April 29, 2016 (the "Form 10-K") is to replace the version of the document that was erroneously filed on April 29, 2016 and to include an auditor's opinion that was omitted in the prior filing. | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 41,572,082 | ||
Trading symbol | DPWW | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and equivalents | $ 36,001 | $ 33,101 |
Accounts receivable | 1,110 | |
Prepaid expenses and other receivable | 669,530 | $ 8,946 |
Inventory | 80,971 | |
Total current assets | 787,612 | $ 42,047 |
Property and Equipment, net | 838,754 | 253,990 |
Other Assets: | ||
Investments, at cost, net of impairment of $408,900 and $0, respectively | 116,667 | 525,567 |
Security deposits | 173,000 | 173,000 |
Deposits - end of lease | 150,000 | 150,000 |
Total other assets | 439,667 | 848,567 |
Total assets | 2,066,033 | 1,144,604 |
Current liabilities: | ||
Accounts payable and accrued expenses | 585,997 | 298,939 |
Accrued expenses - related party | 511,454 | 124,333 |
Accrued compensation | 6,250 | $ 1,176,563 |
Deferred rent | 120,234 | |
Deferred revenue | 53,000 | $ 53,000 |
Note Payable | 846,628 | |
Convertible debt | 300,000 | |
Derivative Liabilities | 208,795 | |
Total current liabilities | 2,632,358 | $ 1,652,835 |
Deferred Revenue | 370,000 | 424,000 |
Total liabilities | 3,002,358 | 2,076,835 |
Stockholder's Deficiency | ||
Common Stock, $0.000001 par value, 95,000,000 shares authorized, 37,805,416 shares were issued and outstanding as of December 31, 2015, and 13,520,000 shares issued and outstanding as of December 31, 2014 | $ 38 | 14 |
Treasury stock at cost, 0 and 58,200 shares as of December 31, 2015 and 2014, respectively | (87,300) | |
Additional paid-in capital | $ 20,111,077 | 4,335,816 |
Accumulated deficit | (21,047,440) | (5,180,766) |
Total stockholder's deficiency | (936,325) | (932,231) |
Total liabilities and stockholder's equity | $ 2,066,033 | 1,144,604 |
Series A Preferred Stock [Member] | ||
Stockholder's Deficiency | ||
Series A and B Preferred Stock, $0.0001 par value, 5,000,000 shares authorized, 0 and 5,036,769 shares issued and outstanding as of December 31, 2015 and 2014, respectively | 5 | |
Series B Preferred Stock [Member] | ||
Stockholder's Deficiency | ||
Series A and B Preferred Stock, $0.0001 par value, 5,000,000 shares authorized, 0 and 5,036,769 shares issued and outstanding as of December 31, 2015 and 2014, respectively | $ 5 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Investments, impairment | $ 408,900 | $ 0 |
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 95,000,000 | 95,000,000 |
Common stock, shares issued | 37,805,416 | 13,520,000 |
Common stock, shares outstanding | 37,805,416 | 13,520,000 |
Treasury stock, shares | 0 | 58,200 |
Series A Preferred Stock [Member] | ||
Preferred Stock, par value | $ 0.0001 | $ 0.0001 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | 0 | 5,036,769 |
Preferred Stock, shares outstanding | 0 | 5,036,769 |
Treasury stock, shares | 5,841,097 | |
Series B Preferred Stock [Member] | ||
Preferred Stock, par value | $ 0.0001 | $ 0.0001 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | 0 | 5,036,769 |
Preferred Stock, shares outstanding | 0 | 5,036,769 |
Treasury stock, shares | 5,841,097 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue | ||
Rental income | $ 859,631 | $ 497,638 |
Licensing revenue | 54,000 | 48,567 |
Provision for uncollectible rents | (809,101) | (497,638) |
Total Revenues | 104,530 | 48,567 |
Operating expenses: | ||
General and administrative expenses | 13,616,359 | 3,624,507 |
Rent expense | $ 1,228,028 | 487,533 |
Write-off credit line receivable | 707,250 | |
Write-off interest income | $ (153,523) | (70,596) |
Total operating expenses | 14,997,910 | 4,889,886 |
Loss from operations | (14,893,380) | $ (4,841,319) |
Other income (expenses): | ||
Interest expense | (811,726) | |
Interest income | 153,523 | $ 73,198 |
Impairment of investment | (408,900) | |
Write-off note receivable | (40,000) | |
Change in fair value of derivative liabilities | 133,809 | |
Total other income (expenses) | (973,294) | $ 73,198 |
Loss before provision for taxes | $ (15,866,674) | $ (4,768,121) |
Provision for taxes | ||
Net loss | $ (15,866,674) | $ (4,768,121) |
Loss per share - basic and fully diluted | $ (0.62) | $ (0.35) |
Weighted average common shares outstanding - basic and fully diluted | 25,485,231 | 13,520,000 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - USD ($) | Common Stock [Member] | Treasury Stock [Member] | Preferred Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Common Stock To Be Issued [Member] | Subscription Receivable [Member] | Total |
Balance, beginning at Dec. 31, 2013 | $ 14 | $ 1 | $ 528,357 | $ (412,646) | $ (1,352) | $ 114,374 | ||
Balance, beginning, shares at Dec. 31, 2013 | 13,520,000 | 561,676 | ||||||
Sale of Preferred stock and warrants | $ 4 | $ 3,807,460 | 3,807,464 | |||||
Sale of Preferred stock and warrants, shares | 4,475,093 | |||||||
Treasury shares acquired | $ (87,300) | (87,300) | ||||||
Treasury shares acquired, shares | (58,200) | |||||||
Subscription received | $ 1,352 | 1,352 | ||||||
Net Loss | $ (4,768,120) | (4,768,121) | ||||||
Balance, ending at Dec. 31, 2014 | $ 14 | $ (87,300) | $ 5 | $ 4,335,817 | $ (5,180,766) | (932,231) | ||
Balance, ending, shares at Dec. 31, 2014 | 13,520,000 | (58,200) | 5,036,769 | |||||
Sale of Preferred stock | $ 75 | 1,129,916 | 1,129,991 | |||||
Sale of Preferred stock, shares | 753,332 | |||||||
Sale of Common stock | $ 4 | $ 1,164,371 | 1,164,375 | |||||
Sale of Common stock, shares | 3,881,251 | |||||||
Effect of reverse merger | $ 8 | $ 8 | ||||||
Effect of reverse merger, shares | 7,743,333 | 50,996 | ||||||
Cancellation of Treasury Shares | $ 87,300 | $ (87,300) | ||||||
Cancellation of Treasury Shares, shares | (58,200) | 58,200 | ||||||
Conversion of Preferred shares to common | $ 6 | $ (80) | 74 | |||||
Conversion of Preferred shares to common, shares | 5,841,097 | (5,841,097) | ||||||
Issuance of common shares for consulting services | $ 3 | 9,523,905 | $ 9,523,908 | |||||
Issuance of common shares for consulting services, shares | 4,699,355 | |||||||
Common stock issued for note payable | $ 126,000 | 84,000 | 84,000 | |||||
Non-employee stock compensation | $ 3 | 3,069,561 | 3,069,564 | |||||
Non-employee stock compensation, sahres | 2,052,580 | |||||||
Warrants issued for services | 574,250 | 574,250 | ||||||
Warrants issued for note | $ 316,483 | 316,483 | ||||||
Net Loss | $ (15,866,674) | (15,866,674) | ||||||
Balance, ending at Dec. 31, 2015 | $ 38 | $ 20,111,077 | $ (21,047,440) | $ (936,325) | ||||
Balance, ending, shares at Dec. 31, 2015 | 37,805,416 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Activities | ||
Net loss | $ (15,866,674) | $ (4,768,121) |
Adjustments to reconcile Net Loss to net cash provided by Operations: | ||
Amortization of deferred revenue | (54,000) | $ (48,567) |
Non-cash interest | 743,087 | |
Interest income | (153,523) | $ (70,596) |
Accrued expenses - related party | 387,121 | $ 48,603 |
Change in fair value of derivative liability | (133,809) | |
Impairment of investment | 408,900 | |
Non-cash stock compensation | 13,167,722 | $ 1,176,563 |
Write-off note receivable | 40,000 | |
Write-off interest income | $ 153,523 | $ 70,596 |
Write-off credit line receivable | 707,250 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other receivable | $ (660,584) | $ (1,140) |
Deferred rent | 120,234 | |
Inventory | (80,971) | |
Accounts receivable | (1,110) | |
Accrued compensation | (1,170,313) | |
Accounts payable | 287,059 | $ 283,368 |
Net cash used in operating activities | $ (2,813,338) | (2,602,044) |
Investing Activities | ||
(Advances to) repayment from related party | 54,341 | |
Acquisition of property and equipment | $ (584,764) | (253,990) |
Security deposits | (153,000) | |
Deposits - end of lease | $ (150,000) | |
Issuance of note receivable | $ (40,000) | |
Repayment received under line of credit | 200,000 | |
Advances under line of credit | (200,000) | $ (707,250) |
Net cash used in investing activities | (624,764) | (1,209,899) |
Financing Activities | ||
Proceeds from sale of Preferred stock and warrants | $ 1,129,999 | 3,807,908 |
Collection of subscriptions receivable | 1,352 | |
Proceeds from (repayment) of loan - related party | (17,000) | |
Acquisition of treasury stock | $ (87,300) | |
Proceed from note payable | $ 846,628 | |
Proceed from convertible note payable | 300,000 | |
Proceed from sale of common stock | 1,164,375 | |
Net cash provided by financing activities | 3,441,002 | $ 3,704,960 |
Net Increase (Decrease) in Cash | 2,900 | (106,983) |
Cash - beginning of period | 33,101 | 140,084 |
Cash - end of the period | 36,001 | $ 33,101 |
Non-Cash Investing & Financing Disclosure | ||
Derivative liability recognized as debt discount | $ 225,920 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | Note 1 – Organization and Operations History On March 13, 2015 (“closing date”), Diego Pellicer Worldwide, Inc. (f/k/a Type 1 Media, Inc.) (the “Company”) closed on a merger and share exchange agreement (the “Merger Agreement”) by and among (i) the Company, and (ii) Diego Pellicer World-wide 1, Inc., a Delaware corporation, (“Diego”), and (iii) Jonathan White, the majority shareholder of the Company (the “Majority Shareholder”). Pursuant to the terms of the Merger Agreement, Diego was merged with and into the Company, with the Company to continue as the surviving corporation (the “Surviving Corporation”) in the Merger, and the Company succeeding to and assuming all the rights, assets, liabilities, debts, and obligations of Diego (the “Merger”). Prior to the merger, Type 1 had 62,700,000 shares issued and outstanding. The principal owners of the company have agreed to transfer their 55,000,000 issued and outstanding shares to a third party in consideration for $169,000 and cancellation of their 55,000,000 shares. The remaining issued and outstanding shares are still available for trading in the marketplace. At the time of the merger, Type 1 had no assets or liabilities. Accordingly, the business conducted by Type 1 prior to the Merger is not being operated by the combined entity post-Merger. At the closing of the Merger, Diego common stock issued and outstanding immediately prior to the closing of the Merger was exchanged for the right to receive 1 share of the surviving legal entity. An aggregate of 21,632,252 common shares of the surviving entity were issued to the holders of Diego in exchange for their common shares, representing approximately 74% of the combined entity. The Merger has been accounted for as a reverse merger and recapitalization in which Diego is treated as the accounting acquirer and Diego Pellicer Worldwide, Inc. (f/k/a Type 1 Media, Inc.) is the surviving legal entity. Business Operations The Company leases real estate to licensed marijuana operators, including but not limited to, providing complete turnkey growing space, processing space, recreational and medical retail sales space and related facilities to licensed marijuana growers, processors, dispensary and recreational store operators. Additionally, the Company plans to explore ancillary opportunities in the regulated marijuana industry as well as offering for wholesale distribution branded non-marijuana clothing and accessories. The Company does not and will not, until such time as Federal law allows, grow, harvest, process, distribute or sell marijuana or any other substances that violate the laws of the United States of America, or any other country. |
Significant and Critical Accoun
Significant and Critical Accounting Policies and Practices | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant and Critical Accounting Policies and Practices | Note 2 – Significant and Critical Accounting Policies and Practices The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles. Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principles of Consolidation The financial statements include the accounts of Diego Pellicer Worldwide, Inc., and its wholly-owned subsidiary Diego Pellicer World-wide 1, Inc., Intercompany balances and transactions have been eliminated in consolidation. Reclassifications Financial statement amounts for the year ended December 31, 2014 have been reclassified to conform to current period presentation. New accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include valuing equity securities and derivative financial instruments issued in financing transactions and share based payment arrangements, determining the fair value of the warrants received for the licensing agreement, the collectability of accounts receivable and deferred taxes and related valuation allowances. Certain of our estimates, including evaluating the collectability of accounts receivable, could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. We re-evaluate all of our accounting estimates at least quarterly based on these conditions and record adjustments when necessary. Fair Value Measurements The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Fair value of financial instruments As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of and December 31, 2015 and December 31, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. Cash The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company’s accounts at these institutions may, at times, exceed the federal insured limits. The Company has not experienced any losses in such accounts. Property and equipment and depreciation policy Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred. The Company intends to take depreciation or amortization on a straight-line basis for all properties, beginning when they are put into service, using the following life expectancy: Equipment – 5 years Leasehold Improvements – 10 years, or the term of the lease, whichever is shorter Buildings – 20 years Inventory The Company’s inventory is stated at the lower of cost or estimated realizable value, with cost primarily determined on a weighted-average cost basis on the first-in, first-out (“FIFO”) method. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are presented at their face amount, less an allowance for doubtful accounts, on the balance sheets. Accounts receivable consist of revenue earned and currently due from sub lessee. We evaluate the collectability of accounts receivable based on a combination of factors. We recognize reserves for bad debts based on estimates developed using standard quantitative measures that incorporate historical write-offs and current economic conditions. As of December 31, 2015, the outstanding balance allowance for doubtful accounts is zero. The policy for determining past due status is based on the contractual payment terms of each customer. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. Revenue recognition The Company recognizes revenue from rent, tenant reimbursements, and other revenue sources once all of the following criteria are met in accordance with SEC Staff Accounting Bulletin 104, Revenue Recognition, In accordance with ASC 840 When management concludes that the Company is the owner of tenant improvements, for accounting purposes, management records the cost to construct the tenant improvements as a capital asset. In addition, management records the cost of certain tenant improvements paid for or reimbursed by tenants as capital assets when management concludes that the Company is the owner of such tenant improvements. For these tenant improvements, management records the amount funded or reimbursed by tenants as deferred revenue, which is amortized as additional rental income over the term of the related lease. When management concludes that the tenant is the owner of tenant improvements for accounting purposes, management records the Company’s contribution towards those improvements as a lease incentive, which is amortized as a reduction to rental revenue on a straight-line basis over the term of the lease. In January 2014, the Company entered into an agreement to license certain intellectual property to a third party. In consideration, the Company received warrants to purchase shares of common stock, which were valued based on an appraisal of the warrants by an independent third party appraiser. The revenue from the licensing agreement, which is initially recorded as deferred revenue, is being amortized over the ten year term of the licensing agreement. The Company records rents due from the tenants on a current basis. However, as part of the Line of Credit Agreement, the Company has deferred collection of such rents until the tenants receive the proper governmental licenses to begin operation. It is anticipated that such licenses should be obtained prior to the 3 rd Leases as lessor The Company currently leases properties in locations that would be acceptable for regulatory purposes and acceptable to sub-lessees for the manufacturing and development of their products. The Company evaluates the lease to determine its appropriate classification as an operating or capital lease for financial reporting purposes. The Company currently has a number of leases, which are all classified as operating leases. Minimum base rent for the Company’s operating leases, which generally have escalating rentals over the term of the lease, is recorded on a straight-line basis over the lease term. The initial rent term includes the build-out, or may include a short rent holiday period, for the Company’s leases, where no rent payments are typically due under the terms of the lease. Leases For lease agreements that provide for escalating rent payments or free-rent occupancy periods, the Company recognizes rent expense on a straight-line basis over the non-cancelable lease term and option renewal periods where failure to exercise such options would result in an economic penalty in such amount that renewal appears, at the inception of the lease, to be reasonably assured. The lease term commences on the date that the Company takes possession of or controls the physical use of the property. Deferred rent is presented on current liabilities section on the consolidated balance sheets. Income Taxes Income taxes are provided for using the liability method of accounting in accordance with the Income Taxes Topic of the FASB ASC. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized and 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. The computation of limitations relating to the amount of such tax assets, and the determination of appropriate valuation allowances relating to the realizing of such assets, are inherently complex and require the exercise of judgment. As additional information becomes available, the Company continually assesses the carrying value of their net deferred tax assets. Research and development costs Research and development costs are charged to the statement of operations as incurred. Preferred Stock We apply the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity” when determining the classification and measurement of preferred stock. Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. We classify conditionally redeemable preferred shares (if any), which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control, as temporary equity. At all other times, we classified our preferred shares in stockholders’ equity. Our preferred shares do not feature any redemption rights within the holders’ control or conditional redemption features not within our control. Accordingly all issuances of preferred stock are presented as a component of consolidated stockholders’ equity (deficit). Common Stock Purchase Warrants and Other Derivative Financial Instruments We classify as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net-cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 815-40 (“Contracts in Entity’s Own Equity”). We classify as assets or liabilities any contracts that require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside our control) or give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). We assess classification of our common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. Stock-Based Compensation We recognize compensation expense for stock-based compensation in accordance with ASC Topic 718. For employee stock-based awards, we calculate the fair value of the award on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for unrestricted shares; the expense is recognized over the service period for awards expected to vest. For non-employee stock-based awards, we calculate the fair value of the award on the date of grant in the same manner as employee awards, however, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. Loss per common share Net loss per share is provided in accordance with ASC Subtopic 260-10. We present basic loss per share (“EPS”) and diluted EPS on the face of statements of operations. Basic EPS is computed by dividing reported losses by the weighted average shares outstanding. Loss per common share has been computed using the weighted average number of common shares outstanding during the year. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 – Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses since inception, its current liabilities exceed its current assets by $1,844,746 and has a stockholders deficiency of $936,325 at December 31, 2015. These factors, among others raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management believes that 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 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. The Company intends to continue to raise additional capital and assist the leaseholder in obtaining the proper licenses in order to conduct their business in growing, processing and retailing cannabis products. Once the licenses are granted, we believe that a steady stream of income will be achieved and the repayment of our advances would begin. |
Revolving Credit Line
Revolving Credit Line | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Revolving Credit Line | Note 4 – Revolving Credit Line In 2014 the Company entered into an agreement with a tenant who intended to operate their business out of three separate properties leased to him by the Company. He was required to obtain a state operating license to grow, process and sell cannabis products. Until the tenant received such license, the Company provided the tenant a $2,500,000 revolving line of credit established to provide funding to the tenant, consisting of two separate elements: (a) to fund operating costs until the development is completed, and (b) to underwrite the rent due on the sublease agreements (the “Line”). Interest was accruing at the annual rate of 20% on the average monthly amount due on advances under the Line. During 2014 the Company had extended $707,250 in advances against the Line to underwrite rent due during that period under the lease agreements. As well, the Company incurred accrued and unpaid interest expenses of $70,596 for the period. The total amount, $777,846 was written off as the Company believed these amounts to be uncollectable. During the year ended December 31, 2015, further advances of $200,000 were made and interest was recorded in the amount of $153,523. On September 7, 2015, the Company entered into an agreement terminating the line of credit in exchange for a one-time payment of $200,000. The remaining accrued interest as of that date, $153,523 was written off pursuant to the agreement. On September 7, 2015, the Company entered into an agreement terminating the Line, and settling the amounts due under the Line for a one time cash payment of $200,000, which was received by the Company. The Company had previously impaired the advances during the year ended December 31, 2014 in the amount of $707,250 for advances under the Line for rent underwriting, and $70,596 for accrued interest. During the year ended December 31, 2015 the Company wrote off $153,523 for accrued and unpaid interest expenses. |
Note Receivable
Note Receivable | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Note Receivable | Note 5 – Note receivable During 2015 the Company advanced $40,000 to an unrelated third party. The note was non-interest bearing and due on November 10, 2015. The Company determined that the amount was uncollectable as of December 31, 2015. |
Investment
Investment | 12 Months Ended |
Dec. 31, 2015 | |
Schedule of Investments [Abstract] | |
Investment | Note 6 – Investment In January 2014, the Company entered into an Agreement with Plandai Biotechnology, Inc. (a publicly traded company) to license to them certain intellectual property rights in exchange for warrants to purchase 1,666,667 shares of Plandai Biotechnology, Inc. (“Plandai”) common stock. This license agreement carries a 10-year term with an exercise price of $0.01 per share. The Company is to obtain certain Trademark rights certified by the government (expected by 2 nd |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 7 – Property And Equipment The Company has incurred expenses in the build out of one of its leased properties and acquired a large POD equipment for use in growing operations by lessee. Since the facility and equipment have not yet been put into service, no amortization on the leasehold improvement nor depreciation on the equipment has been provided. As of December 31, 2015 and 2014, Fixed Assets and the estimated lives used in the computation of depreciation are as follows: Estimated December 31, December 31, Useful Lives 2015 2014 Machinery and equipment 5 years $ 174,145 $ 39,145 Leasehold Improvements 10 years 664,609 214,845 838,754 253,990 Less: Accumulated depreciation and amortization - - Property and Equipment, net $ 838,754 $ 253,990 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Note 8 – Other Assets Security deposits These deposits reflect the deposits on various property leases, most of which call for two months of rental. Deposits – end of lease These deposits represent an additional two months of rent on various property leases that apply to the “end-of-lease” period. |
Related Party
Related Party | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party | Note 9 – Related Party As of December 31, 2015 and December 31, 2014, the Company has unpaid consulting fees to related parties in the amount of $511,454 and $124,333, respectively. For the year ended December 31, 2015 and 2014, the consulting fees expensed were $870,000 and $605,989, respectively to related parties. These amounts are included in general and administrative expenses in the accompanying financial statements. |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Note Payable | Note 10 – Note Payable On May 20, 2015, the Company entered into notes in total amount of $450,000 with third parties for use as operating capital. The notes payable agreements require the Company to repay the principal, together with 10% annual interest by the maturity date of November 17, 2015 or the date the Company raises capital whether through the issuance of debt, equity or any other securities. The Company will not effect a Financing unless either (a) the proceeds of such Financing are being directed at the closing of such Financing to irrevocably repay this Note in full, or (b) Investor consents to an alternative use of proceeds from such Financing. The Company received a waiver from investor for the convertible note entered into May 29, 2015 (see Note 11). As of December 31, 2015, the outstanding principle balance of the note is $450,000. On July 8, 2015, the Company entered into notes in total amount of $135,628 with third parties for use as operating capital. The notes payable agreements require the Company to repay the principal, together with 10% annual interest by the maturity date of October 6, 2015 or the date the Company raises capital whether through the issuance of debt, equity or any other securities, the Company will not effect a Financing unless either (a) the proceeds of such Financing are being directed at the closing of such Financing to irrevocably repay this Note in full, or (b) Investor consents to an alternative use of proceeds from such Financing. As of December 31, 2015, the outstanding principal balance of the note is $135,628. In connection with the issuance of these notes, the Company issued warrants to purchase its common stock. The Company allocated the proceeds of the notes and warrants based on the relative fair value at inception. The Company allocated $90,563 to the warrants and 45,065 to the debt. The difference between the face value of the notes and the allocated value will be accreted to interest expense over the life of the loan. As of December 31, 2015, the outstanding principle balance of the note is $135,628 and $90,563 has been accreted to interest expense for the year ended December 31, 2015. On August 31, 2015, the Company entered into notes in total amount of $126,000 with third parties for use as operating capital. The notes payable agreements require the Company to repay the principal, together with 5% annual interest by the maturity date of October 31, 2015 or the closing of a financing whereby the company receives a minimum of $126,000. As of December 31, 2015, the outstanding principal balance of the note is $126,000. In connection with the issuance of these notes, the Company issued 126,000 shares of common stock. The Company allocated the proceeds of the notes and warrants based on the relative fair value at inception. The Company allocated $84,000 to the common stock and $42,000 to the debt. The difference between the face value of the notes and the allocated value will be accreted to interest expense over the life of the loan. As of December 31, 2015, the outstanding principal balance of the note is $126,000 and $84,000 has been accreted to interest expense for the year ended December 31, 2015. On November 27, 2015, the Company entered into notes in total amount of $135,000 with third parties for purchasing a fixed asset. The notes payable agreements require the Company to repay the principal, together with $15,000 interest by the maturity date of January 26, 2016. As of December 31, 2015, the outstanding principle balance of the note is $135,000. |
Convertible Note Payable
Convertible Note Payable | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | Note 11 – Convertible Note Payable On May 29, 2015, the Company entered into convertible notes in total amount of $300,000 with third parties for use as operating capital. The convertible notes require the Company to repay the principal, together with 10% annual interest by the maturity date of November 26, 2015. In the event that the Note is not paid on the maturity date and the common stock price has a set price below $1.50, then the note holder shall have the right to convert the amount outstanding into shares of common stock at a price of ninety percent of the lowest trade VWAP (Volume Weighted Average Price) of twenty days prior to conversion. The Company evaluated the conversion feature embedded in the notes in amount of $342,604 on default. In connection with the issuance of these notes, the Company issued warrants to purchase its common stock. The Company allocated the proceeds of the notes and warrants based on the relative fair value at inception. The Company allocated $225,920 to the warrants and 74,080 to the convertible debt. The difference between the face value of the notes and the allocated value will be accreted to interest expense over the life of the loan. On November 26, 2015, pursuant to the original terms of the note, the holder received the rights to convert the principal balance into common shares of the Company. The conversion feature was recognized as an embedded derivative and was valued using a Black Scholes model that resulted in a derivative liability of $342,604 as of the measurement date. The gain on change in the value of the derivative liability upon subsequent re-measurement as of December 31, 2015 was $133,809. As of December 31, 2015, the outstanding principle balance of the note is $300,000 and $225,920 has been accreted to interest expense for the year ended December 31, 2015. The table below provides a reconciliation of the beginning and ending balances for the liabilities measured using fair significant unobservable inputs (Level 3): Balance at January 1, 2015 $ - Issuance of embedded conversion features on convertible note 342,604 Change in fair value during period (133,809 ) Balance at December 31, 2015 $ 208,795 The fair value of embedded conversion feature of convertible note determined using a Black Scholes Simulation. This model requires the input of highly subjective assumptions, including the expected price volatility, which is based on the historical volatility of a peer group of publicly traded companies. Changes in the subjective input assumptions can materially affect the estimate of fair value of the warrants and the Company’s results of operations could be impacted. The following assumptions were used in calculations of the Black Scholes model for the year ended December 31, 2015 and 2014 Year ended December 31, 2015 2014 Risk-free interest rates 0.52-0.65 % - Expected life 1 year - Expected dividends 0 % - Expected volatility 345-348 % - Diego Pellicer Worldwide, Inc. Common Stock fair value $0.75 -$1.24 - |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 12 – Stockholders’ Equity The Company has authority to issue up to 100,000,000 shares, of which 5,000,000 shares reserved as Preferred shares and 95,000,000 are designated as Common shares. As of December 31, 2015, there were 29,498,165 common shares exchanged for the common shares held by the former shareholders of Diego Pellicer Worldwide 1 Inc. (“Diego”), 4,304,317 shares of common stock issued for services provided, 3,881,251 share issued for $1,164,375 and 126,000 shares of common stock issued in connection with $126,000 promissory note (see Note 10). For the year ended December 31, 2015, 753,333 Preferred shares were issued and subsequently converted to common shares in the reverse merger. As of December 31, 2015, there were no Preferred shares outstanding. The common shares and the preferred shares, have a par value of $0.000001. At the completion of the merger, 21,754,832 restricted common shares of the new Company were issued to the former Diego shareholders as follows: (a) The original Founders of the Company converted their 13,520,000 shares into restricted common shares on a 1:1 basis. (b) The Series A and B Preferred shareholders converted 5,841,097 shares into restricted common shares on a 1:1 basis. (c) Non-employees, which consisted of founding members and others were awarded a total of 2,451,935 shares, at a value of $0.9375 per share. (d) 58,200 shares of common stock were returned as treasury stock. For the years ended December 31, 2014 the Company sold 4,275,093 Series A Preferred shares for $3,507,907, and 200,000 Series B Preferred shares for proceeds received in the amount of $300,000. There are currently 1,901,426 warrants outstanding relating to the former Diego shareholders in varying amounts: (a) In March 2014, an investor was granted 640,000 warrants attached to his initial common stock purchase at an exercise price of $1.24 share, and expire in 5 years from grant date. (b) During 2014, several preferred stockholders were granted a total of 150,798 warrants attached to their initial common stock purchase at an exercise price of $1.40 per share, and expire in 5 years from grant date. (c) In April and May 2015, various investors in the Equity Incentive group were granted 200,000 warrants for the purchase of common shares at an exercise price at $0.000001, and expire in 10 years from grant date valued at $574,250. (d) In February 2015, certain preferred stockholders were granted 475,000 warrants for the purchase of common shares at an exercise price of $1.50 per share, and expire in 5 years from grant date. (e) On May 2015, the Company granted 300,000 warrants to a convertible note holder at an exercise price of $1.50 per share, and expire in 5 years from grant date. The warrant was valued at $914,902 using the Black-Scholes fair value option-pricing model and $225,920 proceed was allocated to warrant, amortized over 180 days. (f) On July 2015, the Company granted 135,628 warrants to a promissory note holder at an exercise price of $1.00 per share, and expire in 5 years from grant date. The warrant was valued at $272,557 using the Black-Scholes fair value option-pricing model and $90,563 proceed was allocated to warrant, amortized over 90 days. The following table presents our warrants and embedded conversion features which have no observable market data and are derived using Black-Scholes measured at fair value on a recurring basis, using Level 3 inputs, as of December 31, 2015 and 2014: For the Year Ended December 31, 2015 Annual dividend yield 0 % Expected life (years) 1-10 Risk-free interest rate 0.52% – 2.14 % Expected volatility 323%-354 % The following represents a summary of all common stock warrant activity: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding, December 31, 2014 790,798 $ 0.26 4.03 Granted 1,110,628 1.17 5.18 Exercised - - - Forfeited - - - Expired - - - Balance outstanding, December 31, 2015 1,901,426 $ 1.21 4.40 Exercisable, December 31, 2015 1,901,426 $ 1.21 4.40 The Company maintains an Equity Incentive Plan pursuant to which 2,480,000 shares of Common Stock are reserved for issuance thereunder. This Plan was established to award certain founding members, who were instrumental in the development of the Company, as well as key employees, directors and consultants, and to promote the success of the Company’s business. The terms allow for each option to vest immediately, with a term no greater than 10 years from the date of grant, at an exercise price equal to par value at date of the grant. As of December 31, 2015, 1,775,000 shares had been granted, with 200,000 of those shares granted with warrants attached. There remains 705,000 shares available for future grants. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 13 – COMMITMENTS AND CONTINGENCIES The Company’s business is to lease property in appropriate and desirable locations, and to make available such property for sub-lease to specifically assigned businesses that grow, process and sell certain products to the general public. Currently the Company has five (4) separate properties under lease in the states of Colorado and Washington. In Colorado, there are three properties leased in 2014 and 2015. Properties were leased for a three (3) to five (5) year period with an option for an additional five (5) years, and carry terms requiring triple net (NNN) conditions. Each of the properties, except for one, have fixed monthly rentals (exclusive of the triple net terms). As of December 31, 2015, the aggregate remaining minimal annual lease payments under these operating leases were as follows: 2016 $ 1,101,716 2017 1,020,000 2018 888,128 2019 346,566 Total $ 3,356,410 In Washington, there is only one (1) property leased in 2014. The property was leased for a five (5) year period with an option for an additional five (5) years, and carry terms requiring triple net (NNN) conditions. The property has an escalating annual rental (exclusive of the triple net terms). As of December 31, 2015, the aggregate remaining minimal annual lease payments due under these operating leases were as follows: 2016 $ 84,999 2017 87,723 2018 67,365 Total $ 240,087 Rent expense for the Company’s operating leases for the year ended December 31, 2015 and 2014 was $1,228,028 and $487,533, respectively. |
Deferred Tax Assets and Income
Deferred Tax Assets and Income Tax Provision | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Deferred Tax Assets and Income Tax Provision | Note 14 – Deferred Tax Assets and Income Tax Provision The reconciliation of income tax benefit at the U.S. statutory rate of 34% for the year ended December 31, 2015 and for the year ended December 31, 2014 respectively to the Company’s effective tax rate is as follows: Year Ended Year Ended December 31, 2015 December 31, 2014 Statutory federal income tax rate -34 % -34 % State income tax, net of federal benefits -6 % -6 % Change in valuation allowance 40 % 40 % Income tax provision (benefit) - % - % The benefit for income tax is summarized as follows: Year Ended December 31, 2015 Year Ended December 31, 2014 Federal Current $ - $ - Deferred (5,395,000 ) (141,000 ) State Current - - Deferred (952,000 ) (25,000 ) Change in valuation allowance 6,347,000 166,000 Income tax provision (benefit) $ - $ - Deferred tax assets (liabilities) consist of the following Year Ended Year Ended December 31, 2015 December 31, 2014 Net operating loss carry forwards $ (8,419,000 ) $ (2,072,000 ) Warrants issued for services 230,000 - Impairment of investment 164,000 - Interest expense on convertible notes 297,000 - Change in fair value of derivative liability (54,000 ) - Total gross deferred tax asset/liabilities (7,782,000 ) (2,072,000 ) Valuation allowance 7,782,000 2,072,000 Net deferred taxes $ - $ - As of December 31, 2015, the Company had accumulated Federal net operating loss carryovers (“NOLs”) of $19,455,000. These NOLs begin to expire in 2033, and the utilization of NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under the regulations. 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 the assessment, management has established a full valuation allowance against the entire deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized. The Company files U.S. Federal and various State tax returns that are subject to audit by tax authorities beginning with the year ended December 31, 2013. The Company’s policy is to classify assessments, if any, for tax and related interest and penalties as tax expense. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 – Subsequent Events In April 2016, the Company issued CEO 1,900,000 shares of common stock for services rendered valued at $1,577,000 and issued an investor additional 1,866,666 shares of common stock for repricing original stock purchase agreement in amount of $700,000 from $1.50 per share to $0.30 per share. |
Significant and Critical Acco22
Significant and Critical Accounting Policies and Practices (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Principles of Consolidation | Principles of Consolidation The financial statements include the accounts of Diego Pellicer Worldwide, Inc., and its wholly-owned subsidiary Diego Pellicer World-wide 1, Inc., Intercompany balances and transactions have been eliminated in consolidation. |
Reclassifications | Reclassifications Financial statement amounts for the year ended December 31, 2014 have been reclassified to conform to current period presentation. |
New Accounting Pronouncements | New accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the CompanyÂ’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include valuing equity securities and derivative financial instruments issued in financing transactions and share based payment arrangements, determining the fair value of the warrants received for the licensing agreement, the collectability of accounts receivable and deferred taxes and related valuation allowances. Certain of our estimates, including evaluating the collectability of accounts receivable, could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. We re-evaluate all of our accounting estimates at least quarterly based on these conditions and record adjustments when necessary. |
Fair Value Measurements | Fair Value Measurements The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. |
Fair Value of Financial Instruments | Fair value of financial instruments As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of and December 31, 2015 and December 31, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. |
Cash | Cash The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250,000. The CompanyÂ’s accounts at these institutions may, at times, exceed the federal insured limits. The Company has not experienced any losses in such accounts. |
Property and Equipment and Depreciation Policy | Property and equipment and depreciation policy Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred. The Company intends to take depreciation or amortization on a straight-line basis for all properties, beginning when they are put into service, using the following life expectancy: Equipment – 5 years Leasehold Improvements – 10 years, or the term of the lease, whichever is shorter Buildings – 20 years |
Inventory | Inventory The Company’s inventory is stated at the lower of cost or estimated realizable value, with cost primarily determined on a weighted-average cost basis on the first-in, first-out (“FIFO”) method. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are presented at their face amount, less an allowance for doubtful accounts, on the balance sheets. Accounts receivable consist of revenue earned and currently due from sub lessee. We evaluate the collectability of accounts receivable based on a combination of factors. We recognize reserves for bad debts based on estimates developed using standard quantitative measures that incorporate historical write-offs and current economic conditions. As of December 31, 2015, the outstanding balance allowance for doubtful accounts is zero. The policy for determining past due status is based on the contractual payment terms of each customer. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. |
Revenue Recognition | Revenue recognition The Company recognizes revenue from rent, tenant reimbursements, and other revenue sources once all of the following criteria are met in accordance with SEC Staff Accounting Bulletin 104, Revenue Recognition, In accordance with ASC 840 When management concludes that the Company is the owner of tenant improvements, for accounting purposes, management records the cost to construct the tenant improvements as a capital asset. In addition, management records the cost of certain tenant improvements paid for or reimbursed by tenants as capital assets when management concludes that the Company is the owner of such tenant improvements. For these tenant improvements, management records the amount funded or reimbursed by tenants as deferred revenue, which is amortized as additional rental income over the term of the related lease. When management concludes that the tenant is the owner of tenant improvements for accounting purposes, management records the CompanyÂ’s contribution towards those improvements as a lease incentive, which is amortized as a reduction to rental revenue on a straight-line basis over the term of the lease. In January 2014, the Company entered into an agreement to license certain intellectual property to a third party. In consideration, the Company received warrants to purchase shares of common stock, which were valued based on an appraisal of the warrants by an independent third party appraiser. The revenue from the licensing agreement, which is initially recorded as deferred revenue, is being amortized over the ten year term of the licensing agreement. The Company records rents due from the tenants on a current basis. However, as part of the Line of Credit Agreement, the Company has deferred collection of such rents until the tenants receive the proper governmental licenses to begin operation. It is anticipated that such licenses should be obtained prior to the 3 rd |
Leases as Lessor | Leases as lessor The Company currently leases properties in locations that would be acceptable for regulatory purposes and acceptable to sub-lessees for the manufacturing and development of their products. The Company evaluates the lease to determine its appropriate classification as an operating or capital lease for financial reporting purposes. The Company currently has a number of leases, which are all classified as operating leases. Minimum base rent for the CompanyÂ’s operating leases, which generally have escalating rentals over the term of the lease, is recorded on a straight-line basis over the lease term. The initial rent term includes the build-out, or may include a short rent holiday period, for the CompanyÂ’s leases, where no rent payments are typically due under the terms of the lease. |
Leases | Leases For lease agreements that provide for escalating rent payments or free-rent occupancy periods, the Company recognizes rent expense on a straight-line basis over the non-cancelable lease term and option renewal periods where failure to exercise such options would result in an economic penalty in such amount that renewal appears, at the inception of the lease, to be reasonably assured. The lease term commences on the date that the Company takes possession of or controls the physical use of the property. Deferred rent is presented on current liabilities section on the consolidated balance sheets. |
Income Taxes | Income Taxes Income taxes are provided for using the liability method of accounting in accordance with the Income Taxes Topic of the FASB ASC. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized and 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. The computation of limitations relating to the amount of such tax assets, and the determination of appropriate valuation allowances relating to the realizing of such assets, are inherently complex and require the exercise of judgment. As additional information becomes available, the Company continually assesses the carrying value of their net deferred tax assets. |
Research and Development Costs | Research and development costs Research and development costs are charged to the statement of operations as incurred. |
Preferred Stock | Preferred Stock We apply the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity” when determining the classification and measurement of preferred stock. Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. We classify conditionally redeemable preferred shares (if any), which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control, as temporary equity. At all other times, we classified our preferred shares in stockholders’ equity. Our preferred shares do not feature any redemption rights within the holders’ control or conditional redemption features not within our control. Accordingly all issuances of preferred stock are presented as a component of consolidated stockholders’ equity (deficit). |
Common Stock Purchase Warrants and Other Derivative Financial Instruments | Common Stock Purchase Warrants and Other Derivative Financial Instruments We classify as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net-cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 815-40 (“Contracts in Entity’s Own Equity”). We classify as assets or liabilities any contracts that require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside our control) or give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). We assess classification of our common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. |
Stock-Based Compensation | Stock-Based Compensation We recognize compensation expense for stock-based compensation in accordance with ASC Topic 718. For employee stock-based awards, we calculate the fair value of the award on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for unrestricted shares; the expense is recognized over the service period for awards expected to vest. For non-employee stock-based awards, we calculate the fair value of the award on the date of grant in the same manner as employee awards, however, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipientÂ’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. |
Loss Per Common Share | Loss per common share Net loss per share is provided in accordance with ASC Subtopic 260-10. We present basic loss per share (“EPS”) and diluted EPS on the face of statements of operations. Basic EPS is computed by dividing reported losses by the weighted average shares outstanding. Loss per common share has been computed using the weighted average number of common shares outstanding during the year. |
Significant and Critical Acco23
Significant and Critical Accounting Policies and Practices (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful of Property and Equipment | The Company intends to take depreciation or amortization on a straight-line basis for all properties, beginning when they are put into service, using the following life expectancy: Equipment – 5 years Leasehold Improvements – 10 years, or the term of the lease, whichever is shorter Buildings – 20 years |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property And Equipment Tables | |
Schedule of Property and Equipment | As of December 31, 2015 and 2014, Fixed Assets and the estimated lives used in the computation of depreciation are as follows: Estimated December 31, December 31, Useful Lives 2015 2014 Machinery and equipment 5 years $ 174,145 $ 39,145 Leasehold Improvements 10 years 664,609 214,845 838,754 253,990 Less: Accumulated depreciation and amortization - - Property and Equipment, net $ 838,754 $ 253,990 |
Convertible Note Payable (Table
Convertible Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Liabilities Measured Using Fair Significant Unobservable Inputs (Level 3) | The table below provides a reconciliation of the beginning and ending balances for the liabilities measured using fair significant unobservable inputs (Level 3): Balance at January 1, 2015 $ - Issuance of embedded conversion features on convertible note 342,604 Change in fair value during period (133,809 ) Balance at December 31, 2015 $ 208,795 |
Schedule of Assumptions Used Black Scholes Model | The following assumptions were used in calculations of the Black Scholes model for the year ended December 31, 2015 and 2014 Year ended December 31, 2015 2014 Risk-free interest rates 0.52-0.65 % - Expected life 1 year - Expected dividends 0 % - Expected volatility 345-348 % - Diego Pellicer Worldwide, Inc. Common Stock fair value $0.75 -$1.24 - |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value on a Recuring Basis | The following table presents our warrants and embedded conversion features which have no observable market data and are derived using Black-Scholes measured at fair value on a recurring basis, using Level 3 inputs, as of December 31, 2015 and 2014: For the Year Ended December 31, 2015 Annual dividend yield 0 % Expected life (years) 1-10 Risk-free interest rate 0.52% – 2.14 % Expected volatility 323%-354 % |
Schedule of Stock Warrant Activity | The following represents a summary of all common stock warrant activity: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding, December 31, 2014 790,798 $ 0.26 4.03 Granted 1,110,628 1.17 5.18 Exercised - - - Forfeited - - - Expired - - - Balance outstanding, December 31, 2015 1,901,426 $ 1.21 4.40 Exercisable, December 31, 2015 1,901,426 $ 1.21 4.40 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Colorado [Member] | |
Schedule of Minimal Annual Lease Payments Under Operating Leases | As of December 31, 2015, the aggregate remaining minimal annual lease payments under these operating leases were as follows: 2016 $ 1,101,716 2017 1,020,000 2018 888,128 2019 346,566 Total $ 3,356,410 |
Washington [Member] | |
Schedule of Minimal Annual Lease Payments Under Operating Leases | As of December 31, 2015, the aggregate remaining minimal annual lease payments due under these operating leases were as follows: 2016 $ 84,999 2017 87,723 2018 67,365 Total $ 240,087 |
Deferred Tax Assets and Incom28
Deferred Tax Assets and Income Tax Provision (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Effective Income Tax Benefit Rate | The reconciliation of income tax benefit at the U.S. statutory rate of 34% for the year ended December 31, 2015 and for the year ended December 31, 2014 respectively to the CompanyÂ’s effective tax rate is as follows: Year Ended Year Ended December 31, 2015 December 31, 2014 Statutory federal income tax rate -34 % -34 % State income tax, net of federal benefits -6 % -6 % Change in valuation allowance 40 % 40 % Income tax provision (benefit) - % - % |
Schedule of Income Tax Benefit | The benefit for income tax is summarized as follows: Year Ended December 31, 2015 Year Ended December 31, 2014 Federal Current $ - $ - Deferred (5,395,000 ) (141,000 ) State Current - - Deferred (952,000 ) (25,000 ) Change in valuation allowance 6,347,000 166,000 Income tax provision (benefit) $ - $ - |
Schedule of Deferred Tax Assets Liabilities | Deferred tax assets (liabilities) consist of the following Year Ended Year Ended December 31, 2015 December 31, 2014 Net operating loss carry forwards $ (8,419,000 ) $ (2,072,000 ) Warrants issued for services 230,000 - Impairment of investment 164,000 - Interest expense on convertible notes 297,000 - Change in fair value of derivative liability (54,000 ) - Total gross deferred tax asset/liabilities (7,782,000 ) (2,072,000 ) Valuation allowance 7,782,000 2,072,000 Net deferred taxes $ - $ - |
Organization and Operations (De
Organization and Operations (Details Narrative) - Type 1 Media, Inc [Member] | 12 Months Ended |
Dec. 31, 2015USD ($)shares | |
Number of shares issued and outstanding prior merger | 62,700,000 |
Number of shares agreed to issued and outstanding by principal owner | $ | $ 55,000,000 |
Consideration for agreed shares | $ | $ 169,000 |
Number of shares cancellation during the period | 55,000,000 |
Exchanged for right to receive share | 1 |
Number of common shares issued to exchange for common shares | 21,632,252 |
Percentage of combined entity | 74.00% |
Significant and Critical Acco30
Significant and Critical Accounting Policies and Practices (Details Narrative) | Dec. 31, 2015USD ($) |
Accounting Policies [Abstract] | |
Cash insured by FDIC | $ 250,000 |
Allowance for doubtful accounts | $ 0 |
Significant and Critical Acco31
Significant and Critical Accounting Policies and Practices - Schedule of Estimated Useful of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Equipment [Member] | |
Property and equipment life expectancy | 5 years |
Leasehold Improvements [Member] | |
Property and equipment life expectancy | 10 years |
Building [Member] | |
Property and equipment life expectancy | 20 years |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Working capital deficit | $ 1,844,746 | ||
Total stockholder's deficiency | $ (936,325) | $ (932,231) | $ 114,374 |
Revolving Credit Line (Details
Revolving Credit Line (Details Narrative) - USD ($) | Sep. 07, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Advances under line of credit | $ 200,000 | $ 707,250 | |
Accrued interest | 153,523 | 70,596 | |
Written off uncollectable line of credits | 777,846 | ||
Interest income | 153,523 | $ 73,198 | |
Repayment received under line of credit | $ 200,000 | $ 200,000 | |
Revolving Credit Facility [Member] | Tenant [Member] | |||
Line of credit | $ 2,500,000 | ||
Line of credit annual interest rate | 20.00% |
Note Receivable (Details Narrat
Note Receivable (Details Narrative) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Receivables [Abstract] | |
Advanced to unrelated third party | $ 40,000 |
Note due date | Nov. 10, 2015 |
Investment (Details Narrative)
Investment (Details Narrative) - USD ($) | Oct. 10, 2014 | Jan. 31, 2014 | Dec. 31, 2015 |
Impairment loss of investment | $ 408,900 | ||
Plandai Biotechnology, Inc. [Member] | |||
Common stock exercise price per share | $ 0.07 | ||
Sale of stock price per share | $ 0.50 | ||
Fair value of warrants | $ 525,567 | ||
License Agreement [Member] | Plandai Biotechnology, Inc. [Member] | |||
Issuance of warrant to purchase of common stock, shares | 1,666,667 | ||
License agreement term | 10 years | ||
Common stock exercise price per share | $ 0.01 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property and Equipment, gross | $ 838,754 | $ 253,990 |
Less: Accumulated depreciation and amortization | ||
Property and Equipment, net | $ 838,754 | $ 253,990 |
Machinery and Equipment [Member] | ||
Property and Equipment, gross | $ 174,145 | 39,145 |
Property and Equipment Estimated Useful Lives | 5 years | |
Leasehold Improvements [Member] | ||
Property and Equipment, gross | $ 664,609 | $ 214,845 |
Property and Equipment Estimated Useful Lives | 10 years |
Related Party (Details Narrativ
Related Party (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transactions [Abstract] | ||
Unpaid consulting fees to related party | $ 511,454 | $ 124,333 |
Consulting fees expenses | $ 870,000 | $ 605,989 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | Nov. 27, 2015 | Aug. 31, 2015 | Jul. 08, 2015 | May. 20, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Note maturity date | Nov. 10, 2015 | |||||
Note payable | $ 846,628 | |||||
Received minimum note payable amount | 40,000 | |||||
Common stock issued during period | 1,164,375 | |||||
Note Payable One [Member] | ||||||
Note payable principal amount | $ 450,000 | |||||
Annual interest rate | 10.00% | |||||
Note maturity date | Nov. 17, 2015 | |||||
Note payable | 450,000 | |||||
Note Payable Two [Member] | ||||||
Note payable principal amount | $ 135,628 | |||||
Annual interest rate | 10.00% | |||||
Note maturity date | Oct. 6, 2015 | |||||
Note payable | 135,628 | |||||
Fair value of warrants | $ 90,563 | |||||
Proceeds from debt | $ 45,065 | |||||
Accreted to interest expense | 90,563 | |||||
Note Payable Three [Member] | ||||||
Note payable principal amount | $ 126,000 | |||||
Annual interest rate | 5.00% | |||||
Note maturity date | Oct. 31, 2015 | |||||
Note payable | 126,000 | |||||
Proceeds from debt | $ 42,000 | |||||
Accreted to interest expense | 84,000 | |||||
Received minimum note payable amount | $ 126,000 | |||||
Common stock shares issued during period | 126,000 | |||||
Common stock issued during period | $ 84,000 | |||||
Note Payable Four [Member] | ||||||
Note payable principal amount | $ 135,000 | |||||
Note maturity date | Jan. 26, 2016 | |||||
Note payable | $ 135,000 | |||||
Accreted to interest expense | $ 15,000 |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) - USD ($) | May. 29, 2015 | Dec. 31, 2015 | Nov. 26, 2015 |
Note maturity date | Nov. 10, 2015 | ||
Derivative liability | $ 342,604 | ||
Gain on change in value of derivative liability | $ 133,809 | ||
Third Parties [Member] | |||
Convertible debt principal amount | $ 300,000 | ||
Annual interest rate | 10.00% | ||
Note maturity date | Nov. 26, 2015 | ||
Common stock price | $ 1.50 | ||
Conversion feature embedded in notes | $ 342,604 | ||
Fair value of warrants | $ 225,920 | ||
Convesion of warrants debt | 74,080 | ||
Convertible debt outstanding principle balance | 300,000 | ||
Accreted to interest expense | $ 225,920 |
Convertible Note Payable - Sche
Convertible Note Payable - Schedule of Liabilities Measured Using Fair Significant Unobservable Inputs (Level 3) (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Debt Disclosure [Abstract] | |
Balance at January 1, 2015 | |
Issuance of embedded conversion features on convertible note | $ 342,604 |
Change in fair value during period | (133,809) |
Balance at December 31, 2015 | $ 208,795 |
Convertible Note Payable - Sc41
Convertible Note Payable - Schedule of Assumptions Used Black Scholes Model (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Risk-free interest rates | ||
Expected life | 1 year | 0 years |
Expected dividends | 0.00% | |
Expected volatility | ||
Diego Pellicer Worldwide, Inc. Common Stock fair value | ||
Minimum [Member] | ||
Risk-free interest rates | 0.52% | |
Expected volatility | 345.00% | |
Diego Pellicer Worldwide, Inc. Common Stock fair value | $ 0.75 | |
Maximum [Member] | ||
Risk-free interest rates | 0.65% | |
Expected volatility | 348.00% | |
Diego Pellicer Worldwide, Inc. Common Stock fair value | $ 1.24 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jul. 31, 2015 | May. 31, 2015 | Feb. 28, 2015 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Maximum number of share authority to issue | 100,000,000 | |||||
Preferred stock shares reserved | 5,000,000 | |||||
Common stock, shares designated | 95,000,000 | |||||
Number of common stock issued during the period | $ 1,164,375 | |||||
Preferred stock shares issued and subsequently converted to common shares in reverse merger | 753,333 | |||||
Preferred stock shares par value | $ 0.000001 | $ 0.000001 | ||||
Number of common stock shares were returned as treasury stock | 58,200 | |||||
Warrants outstanding | 1,901,426 | |||||
Equity Incentive Plan [Member] | ||||||
Common stock shares reserved | 2,480,000 | |||||
Stock option term | 10 years | |||||
Stock option granted | 1,775,000 | |||||
Shares available for future grants | 705,000 | |||||
Series A Preferred Stock [Member] | ||||||
Number of shares sold during the period | 4,275,093 | |||||
Number of shares sold value during the period | $ 3,507,907 | |||||
Series B Preferred Stock [Member] | ||||||
Number of shares sold during the period | 200,000 | |||||
Number of shares sold value during the period | $ 300,000 | |||||
Warrant [Member] | ||||||
Stock option granted | 200,000 | |||||
Non Employees [Member] | ||||||
Number common stock shares awarded | 2,451,935 | |||||
Common stock exercise price per share | $ 0.9375 | |||||
Investor [Member] | ||||||
Common stock exercise price per share | $ 1.24 | |||||
Issuance of warrants to purchase of common stock shares | 640,000 | |||||
Warrants expiration period | 5 years | |||||
Preferred Stockholders [Member] | ||||||
Common stock exercise price per share | $ 1.50 | $ 1.40 | ||||
Issuance of warrants to purchase of common stock shares | 475,000 | 150,798 | ||||
Warrants expiration period | 5 years | 5 years | ||||
Convertible Noteholder [Member] | ||||||
Common stock exercise price per share | $ 1.50 | |||||
Issuance of warrants to purchase of common stock shares | 300,000 | |||||
Warrants expiration period | 5 years | |||||
Warrants outstanding grant date fair value | $ 914,902 | |||||
Proceeds from issuance of warrants | $ 225,920 | |||||
Warrants amortized over period | 180 days | |||||
Promissory Noteholder Member | ||||||
Common stock exercise price per share | $ 1 | |||||
Issuance of warrants to purchase of common stock shares | 135,628 | |||||
Warrants expiration period | 5 years | |||||
Warrants outstanding grant date fair value | $ 272,557 | |||||
Proceeds from issuance of warrants | $ 90,563 | |||||
Warrants amortized over period | 90 days | |||||
Diego Pellicer Worldwide 1 Inc [Member] | Former Shareholders [Member] | ||||||
Number of common stock shares issued for exchange of shares | 29,498,165 | |||||
Common stock issued for services | 4,304,317 | |||||
Number of common stock shares issued during the period | 3,881,251 | |||||
Number of common stock issued during the period | $ 1,164,375 | |||||
Common stock shares issued for promissory note | 126,000 | |||||
Common stock issued for promissory note | $ 126,000 | |||||
Restricted common stock shares issued | $ 21,754,832 | |||||
Diego Pellicer Worldwide 1 Inc [Member] | Former Shareholders [Member] | Restricted Stock [Member] | ||||||
Common stock shares converted shares | 13,520,000 | |||||
Common stock conversion basis | restricted common shares on a 1:1 basis | |||||
Diego Pellicer Worldwide 1 Inc [Member] | Former Shareholders [Member] | Restricted Stock [Member] | Series A and B Preferred Stock [Member] | ||||||
Common stock shares converted shares | 5,841,097 | |||||
Common stock conversion basis | restricted common shares on a 1:1 basis | |||||
Equity Incentive Group [Member] | Investor [Member] | April and May 2015 [Member] | ||||||
Common stock exercise price per share | $ 0.000001 | |||||
Issuance of warrants to purchase of common stock shares | 200,000 | |||||
Warrants expiration period | 10 years | |||||
Warrants outstanding grant date fair value | $ 574,250 |
Stockholders' Equity - Fair Val
Stockholders' Equity - Fair Value on a Recuring Basis (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Annual dividend yield | 0.00% | |
Expected life (years) | 1 year | 0 years |
Risk-free interest rate | ||
Expected volatility | ||
Minimum [Member] | ||
Risk-free interest rate | 0.52% | |
Expected volatility | 345.00% | |
Maximum [Member] | ||
Risk-free interest rate | 0.65% | |
Expected volatility | 348.00% | |
Warrants [Member] | ||
Annual dividend yield | 0.00% | |
Warrants [Member] | Minimum [Member] | ||
Expected life (years) | 1 year | |
Risk-free interest rate | 0.52% | |
Expected volatility | 323.00% | |
Warrants [Member] | Maximum [Member] | ||
Expected life (years) | 10 years | |
Risk-free interest rate | 2.14% | |
Expected volatility | 354.00% |
Stockholders_ Equity - Schedule
Stockholders’ Equity - Schedule of Stock Warrant Activity (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Number of Warrants, Outstanding, Beginning balance | shares | 790,798 |
Number of Warrants, Granted | shares | 1,110,628 |
Number of Warrants, Exercised | shares | |
Number of Warrants, Forfeited | shares | |
Number of Warrants, Expired | shares | |
Number of Warrants, Outstanding, Ending balance | shares | 1,901,426 |
Number of Warrants, Exercisable | shares | 1,901,426 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 0.26 |
Weighted Average Exercise Price, Granted | $ / shares | $ 1.17 |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Exercise Price, Expired | $ / shares | |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | $ 1.21 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 1.21 |
Weighted Average Remaining Contractual Term, Beginning | 4 years 11 days |
Weighted Average Remaining Contractual Term, Granted | 5 years 2 months 5 days |
Weighted Average Remaining Contractual Term, Ending | 4 years 4 months 24 days |
Weighted Average Remaining Contractual Term, Exercisable | 4 years 4 months 24 days |
Commitments and Contingencies45
Commitments and Contingencies (Details Narrative) | 12 Months Ended | |
Dec. 31, 2015USD ($)Integer | Dec. 31, 2014USD ($)Integer | |
Operating lease rent expenses | $ | $ 1,228,028 | $ 487,533 |
Colorado And Washington [Member] | ||
Number of leased property | 4 | |
Colorado [Member] | ||
Number of leased property | 3 | 3 |
Lease term | 5 years | |
Colorado [Member] | Minimum [Member] | ||
Lease term | 3 years | |
Colorado [Member] | Maximum [Member] | ||
Lease term | 5 years | |
Washington [Member] | ||
Number of leased property | 1 | |
Lease term | 5 years | |
Option term | 5 years |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Minimal Annual Lease Payments Under Operating Leases (Details) | Dec. 31, 2015USD ($) |
Colorado [Member] | |
2,016 | $ 1,101,716 |
2,017 | 1,020,000 |
2,018 | 888,128 |
2,019 | 346,566 |
Total | 3,356,410 |
Washington [Member] | |
2,016 | 84,999 |
2,017 | 87,723 |
2,018 | 67,365 |
Total | $ 240,087 |
Deferred Tax Assets and Incom47
Deferred Tax Assets and Income Tax Provision (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Percentage of reconciliation of income tax benefit at U.S. statutory rate | 34.00% | 34.00% |
Federal net operating loss carryovers | $ 19,455,000 | |
Net operating loss carryovers expire year | 2,033 | |
Minimum [Member] | ||
Percentage of changes in ownership | 50.00% |
Deferred Tax Assets and Incom48
Deferred Tax Assets and Income Tax Provision - Schedule of Reconciliation of Effective Income Tax Benefit Rate (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | (34.00%) | (34.00%) |
State income tax, net of federal benefits | (6.00%) | (6.00%) |
Change in valuation allowance | 40.00% | 40.00% |
Income tax provision (benefit) |
Deferred Tax Assets and Incom49
Deferred Tax Assets and Income Tax Provision - Schedule of Income Tax Benefit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Federal Current | ||
Federal Deferred | $ (5,395,000) | $ (141,000) |
State Current | ||
State Deferred | $ (952,000) | $ (25,000) |
Change in valuation allowance | $ 6,347,000 | $ 166,000 |
Income tax provision (benefit) |
Deferred Tax Assets and Incom50
Deferred Tax Assets and Income Tax Provision - Schedule of Deferred Tax Assets Liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ (8,419,000) | $ (2,072,000) |
Warrants issued for services | 230,000 | |
Impairment of investment | 164,000 | |
Interest expense on convertible notes | 297,000 | |
Change in fair value of derivative liability | (54,000) | |
Total gross deferred tax asset/liabilities | (7,782,000) | $ (2,072,000) |
Valuation allowance | $ 7,782,000 | $ 2,072,000 |
Net deferred taxes |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2016 | Dec. 31, 2015 | Mar. 31, 2014 | |
Number of common stock issued for services rendered | $ 9,523,908 | ||
Number of common stock issued during the period | $ 1,164,375 | ||
Investor [Member] | |||
Shares issued price per share | $ 1.24 | ||
Subsequent Event [Member] | Repricing Original Stock Purchase Agreement [Member] | Investor [Member] | |||
Number of common stock shares issued during the period | 1,866,666 | ||
Number of common stock issued during the period | $ 700,000 | ||
Subsequent Event [Member] | Repricing Original Stock Purchase Agreement [Member] | Investor [Member] | Minimum [Member] | |||
Shares issued price per share | $ 0.30 | ||
Subsequent Event [Member] | Repricing Original Stock Purchase Agreement [Member] | Investor [Member] | Maximum [Member] | |||
Shares issued price per share | $ 1.50 | ||
Subsequent Event [Member] | Chief Executive Officer [Member] | |||
Number of common stock shares issued for services rendered | 1,900,000 | ||
Number of common stock issued for services rendered | $ 1,577,000 |