Medicine Man (SHWZ) 10-K 17 Apr 17 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Apr. 12, 2017	Jun. 30, 2016
Document And Entity Information
Entity Registrant Name	Medicine Man Technologies, Inc.
Entity Central Index Key	1,622,879
Document Type	10-K
Document Period End Date	Dec. 31, 2016
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			$ 18,557,654
Entity Common Stock, Shares Outstanding		10,558,087
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,016

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Current assets
Cash and cash equivalents	$ 351,524	$ 262,146
Accounts receivable	25,000	83,739
Available for sale securities	13,998	40,000
Short-term note receivable	264,016	0
Other assets	27,479	38,721
Total current assets	682,017	424,606
Non-current assets
Property and equipment, net	42,126	48,119
Intangible Assets: License Agreement, net	3,708	4,240
Total non-current assets	45,834	52,359
Total assets	727,851	476,965
Current liabilities
Accounts payable	0	8,715
Other liabilities	175	13,200
Derivative liability	294,002	0
Total current liabilities	294,177	21,915
Long-term liabilities
Convertible loan	810,000	0
Total long-term liabilities	810,000	0
Total liabilities	1,104,177	21,915
Commitments and Contingencies, note 5
Shareholders' equity
Preferred stock $0.001 par value, 10,000,000 authorized, none issued and outstanding at December 31, 2106 or 2015	0	0
Common stock $0.001 par value, 90,000,000 authorized, 10,402,500 and 9,972,500 were issued and outstanding December 31, 2016 and December 31, 2015, respectively	10,403	9,973
Additional paid-in capital	1,026,052	399,282
Accumulated other comprehensive (loss)	(4,303)	(10,000)
Accumulated deficit	(1,408,478)	55,795
Total Shareholders' (deficit) equity	(376,326)	455,050
Total liabilities and stockholders' equity	$ 727,851	$ 476,965

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Preferred stock authorized	10,000,000	10,000,000
Preferred stock par value	$ .001	$ .001
Preferred stock issued	0	0
Preferred stock outstanding	0	0
Common stock authorized	90,000,000	90,000,000
Common stock par value	$ .001	$ .001
Common stock issued	10,402,500	9,972,500
Common stock outstanding	10,402,500	9,972,500

Statements of Comprehensive (Lo

Statements of Comprehensive (Loss) and Income - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Operating revenues
Licensing Fees	$ 589,721	$ 766,957
Seminar Fees	41,735	68,820
Total revenue	631,456	835,777
Cost of services	462,182	209,745
Gross profit	169,274	626,032
Operating expenses
General and administrative	382,641	372,869
Stock based compensation expense	627,200	79,725
Advertising	311,522	83,285
Total operating expenses	1,321,363	535,879
(Loss) income from operations	(1,152,089)	90,153
Other income/expense
Interest Income	(14,016)	(8,071)
Net loss on derivative liability	191,095	0
Net loss on available for sale securities	9,950	0
Interest expense related to convertible notes	22,248	0
Interest expense related to derivative liability	102,907	0
Total other expense	312,184	(8,071)
Net (loss) income before income taxes	(1,464,273)	98,224
Income tax expense	0	12,475
Net (loss) income	$ (1,464,273)	$ 85,749
Earnings per share attributable to common shareholders:
Basic and diluted earnings per share	$ (.14)	$ 0.01
Weighted average number of shares outstanding - basic and diluted	10,226,086	9,906,250
Other comprehensive income (loss), net of tax
Net unrealized (loss) on available for sale securities	$ 1,200	$ (10,000)
Total other comprehensive income (loss), net of tax	1,200	(10,000)
Comprehensive (loss) income	$ (1,463,073)	$ 75,749

Statement of Changes in Stockho

Statement of Changes in Stockholders' Equity - USD ($)	Common Stock	Additional Paid-In Capital	Unrealized Loss on AFS	Accumulated Earnings (Loss) [Member]	Total
Beginning balance, shares at Dec. 31, 2014	9,840,000
Beginning balance, value at Dec. 31, 2014	$ 9,840	$ 309,690	$ 0	$ (29,954)	$ 289,576
Stock issued for cash, shares	10,000
Stock issued for cash, value	$ 10	9,990			10,000
Stock issued for services, shares	122,500
Stock issued for services, value	$ 123	79,602			79,725
Unrealized gain/(loss) on AFS			(10,000)		(10,000)
Net income (loss)				85,749	85,749
Ending balance, shares at Dec. 31, 2015	9,972,500
Ending balance, value at Dec. 31, 2015	$ 9,973	399,282	(10,000)	55,795	455,050
Stock issued as compensation, shares	430,000
Stock issued as compensation, value	$ 430	626,770			627,200
Unrealized gain/(loss) on AFS			5,697		5,697
Net income (loss)				(1,464,273)	(1,464,273)
Ending balance, shares at Dec. 31, 2016	10,402,500
Ending balance, value at Dec. 31, 2016	$ 10,403	$ 1,026,052	$ (4,303)	$ (1,408,478)	$ (376,326)

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Cash flows from operating activities
Net income for the period	$ (1,464,273)	$ 85,749
Adjustments to reconcile net (loss) income to net cash provided by operating activities
Initial fair value of derivative convertible note liability included as interest expense	102,907	0
Loss on derivative liability, net	191,095	0
Stock based compensation	627,200	79,725
Depreciation and amortization	17,370	6,618
Changes in operating assets and liabilities
Accounts receivable	58,739	(83,739)
Prepaid Expenses	13,013	(29,137)
Prepaid Rent	(1,771)	(9,584)
Proceeds from note receivable	(264,016)	253,123
Accounts payable	(8,715)	(9,785)
Other liabilities	(13,026)	8,873
Net cash (used)/earned from operating activities	(741,477)	301,843
Cash flows from investing activities
Purchase of fixed assets	(10,844)	(54,207)
AFS Securities Investment, net	31,699	(50,000)
Net cash used in investing activities	20,855	(104,207)
Cash flows from financing activities
Long-term convertible debt	810,000	0
Common stock	0	10,000
Net cash provided by financing activities	810,000	10,000
Net decrease in cash and cash equivalents	89,378	207,636
Cash and cash equivalents - beginning of year	262,146	54,510
Cash and cash equivalents - end of year	351,524	262,146
Supplemental disclosures
Interest paid	0	0
Income taxes paid	12,475	0
Non-Cash Transactions
Derivative convertible liability	$ 294,002	$ 0

Organization and Nature of Oper

Organization and Nature of Operations	12 Months Ended
	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business Description	Business Description Business Activity:

1. Liquidity and Capital Resour

1. Liquidity and Capital Resources	12 Months Ended
	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity and Capital Resources	Cash Flows Cash and cash equivalents are carried at cost and represent cash on hand, deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date. The Company had $351,524 and $262,146 classified as cash and cash equivalents as of December 31, 2016 and December 31, 2015, respectively. The Company has recently elected to accelerate its organic growth path through additional marketing, team development, intelligent acquisition, and other corporate activities wherein it expects to generate negative cash flow and an additional demand for capital to fuel such growth as described in it subsequent events notes.

2. Critical Accounting Policies

2. Critical Accounting Policies and Estimates	12 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Critical Accounting Policies and Estimates	Basis of Presentation: Fair Value Measurements: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Our financial instruments include cash, accounts receivable, note receivable, accounts payables and tenant deposits. The carrying values of these financial instruments approximate their fair value due to their short maturities. The carrying amount of our debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us. Our derivative liability was adjusted to fair market value at the end of each reporting period, using Level 3 inputs. Use of Estimates: Accounts receivable: AFS Securities: Debt and derivative liability: Short term note receivable: Other assets: Accounts payable: Other liabilities: Fair Value of Financial Instruments: Revenue recognition and related allowances: Costs of Services Sold General & Administrative Expenses – Advertising and Marketing Costs: Stock based compensation: Stock compensation expense for stock options is recognized over the vesting period of the award or expensed immediately under ASC 718 and EITF 96-18 when stock or options are awarded for previous or current service without further recourse. The Company issued stock options to contractors and external companies that had been providing services to the Company upon their termination of services. Under ASC 718 and EITF 96-18 these options were recognized as expense in the period issued because they were given as a form of payment for services already rendered with no recourse. Share based expense paid to through direct stock grants is expensed as occurred. Since the Company’s stock has become publicly traded, the value is determined based on the number of shares issued and the trading value of the stock on the date of the transaction. Prior to the company’s stock being traded the Company used the most recent valuation. The company recognized $627,200 in expenses for stock based compensation to employees through direct stock grants of 430,000 shares in the year ended December 31, 2016 and $79,725 in expenses from the issuance of 122,500 shares in the year ended December 31, 2015. The Stock issuance were as follows: # of shares Price per Share Expense Issuance #1 120,000 $ 0.41 $ 49,200 Issuance #2 260,000 $ 1.74 $ 453,000 Issuance #3 50,000 $ 2.5 $ 125,000 430,000 627,200 Income taxes:

3. Recent Accounting Pronouncem

3. Recent Accounting Pronouncements	12 Months Ended
	Dec. 31, 2016
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
Recent Accounting Pronouncements	Financial Accounting Standards Board, or FASB, Accounting Standards Update, or FASB ASU 2016-15 “Statement of Cash Flows (Topic 230)” – In August 2016, the FASB issued 2016-15. Stakeholders indicated that there is a diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. This ASU is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. Adoption of this ASU will not have a significant impact on our statement of cash flows. FASB ASU 2016-12 “Revenue from Contracts with Customers (Topic 606)” – In May 2016, the FASB issued 2016-12. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2016-12 provides clarification on assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications. This ASU is effective for annual reporting periods beginning after December 15, 2017, with the option to adopt as early as December 15, 2016. We are currently assessing the impact of adoption of this ASU on our consolidated results of operations, cash flows and financial position. FASB ASU 2016-11 “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815)” – In May 2016, the FASB issued 2016-11, which clarifies guidance on assessing whether an entity is a principal or an agent in a revenue transaction. This conclusion impacts whether an entity reports revenue on a gross or net basis. This ASU is effective for annual reporting periods beginning after December 15, 2017, with the option to adopt as early as December 15, 2016. We are currently assessing the impact of adoption of this ASU on our consolidated results of operations, cash flows and financial position. FASB ASU 2016-10 “Revenue from Contracts with Customers (Topic 606)” – In April 2016, the FASB issued ASU 2016-10, clarify identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. This ASU is effective for annual reporting periods beginning after December 15, 2017, with the option to adopt as early as December 15, 2016. We are currently assessing the impact of adoption of this ASU on our consolidated results of operations, cash flows and financial position. FASB ASU 2016-09 “Compensation – Stock Compensation (Topic 718)” – In March 2016, the FASB issued ASU 2016-09, which includes multiple provisions intended to simplify various aspects of accounting for share-based payments. While aimed at reducing the cost and complexity of the accounting for share-based payments, the amendments are expected to significantly impact net income, earnings per share, and the statement of cash flows. Implementation and administration may present challenges for companies with significant share-based payment activities. This ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. We are currently evaluating the potential impact this standard will have on our consolidated financial statements and related disclosures.

4. Stockholders' Equity

4. Stockholders' Equity	12 Months Ended
	Dec. 31, 2016
Equity [Abstract]
Stockholders' Equity	The Company’s initial authorized stock at inception was 1,000,000 common shares, par value $0.001 per share. In 2015 the Company amended its Articles of Incorporation to increase its authorized shares to 90,000,000 Common Shares, par value $0.001 per share and 10,000,000 preferred shares, par value $0.001 per share. During the time in which the Company was establishing its operations it issued 4,199,000 shares of Common Stock to various individuals as founders for prior services completed which was valued at par value, resulting in the Company booking stock based expense of $4,199. During the time in which the Company was establishing it operations it issued 5,331,000 shares of Common Stock to various individuals for a license agreement valued at par value resulting in the Company recognizing a purchased asset of $5,331. Commencing in November 2014, the Company commenced a private offering of its Common Stock at an offering price of $1.00 per share. At December 31, 2014, it had accepted subscription from 26 investors and received net proceeds of $260,000 therefrom. In December 2014, the Company issued 50,000 shares of its Common Stock for legal fees and recognized an expense for this issuance of $50,000 based upon the prior sale in November 2014 of its Common Stock. At December 31, 2014, the Company had 9,840,000 shares outstanding. On March 17, 2015, 10,000 shares of Common Stock were sold to one investor as part of the private offering commencing in November 2014 in exchange for $10,000 cash. During the second quarter of 2015, the Company issued 50,000 shares of Common Stock to an individual in consideration for their services rendered in support of the Company resulting in the Company recognizing compensation expense of $50,000 based upon a per share price of $1.00 per share realized in the most recent private offering. On July 1, 2015, the Company issued 72,500 shares of Common Stock to four different individuals in consideration for their services rendered in support of the Company, resulting in recognizing compensation expense of $29,725 based upon an independent valuation determining the value of shares at $0.41 per share. At December 31, 2015, the Company had 9,972,500 shares outstanding. On January 4, 2016, the Company issued 120,000 shares of Common Stock to various individuals in consideration of their services rendered in support of the Company resulting in recognizing compensation expense of $49,200 based upon an independent valuation determining the value of shares at $0.41 per share. On October 13, 2016, the Company issued 260,000 shares of Common Stock to various individuals in consideration of their services rendered in support of the Company resulting in recognizing compensation expense of $452,400 based upon a closing stock price of $1.74 per share. On December 26, 2016, the Company issued 50,000 shares of Common Stock to various individuals in consideration of their services rendered in support of the Company resulting in recognizing compensation expense of $136,000 based upon a closing stock price of $2.72 per share. At December 30, 2016, the Company had 10,402,500 Common Shares outstanding.

5. Property and Equipment

5. Property and Equipment	12 Months Ended
	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Property and Equipment	Property and equipment are recorded at cost, net of accumulated depreciation and are comprised of the following: December 31, 2016 December 31, 2015 Furniture & Fixtures $ 11,526 $ 11,526 Marketing Display 42,681 42,681 Office Equipment 10,838 0 $ 65,045 $ 54,207 Less: Accumulated Depreciation (22,919 ) (6,088 ) $ 42,126 $ 48,119 Depreciation on equipment is provided on a straight-line basis over its expected useful lives at the following annual rates. Depreciation expense for the year ending December 31, 2016 and 2015 was $16,833 and $6,087, respectively.

6. Intangible Asset

6. Intangible Asset	12 Months Ended
	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Asset	On May 1, 2014, the Company entered into a non-exclusive Technology License Agreement with Futurevision, Inc., f/k/a Medicine Man Production Corporation, a Colorado corporation, dba Medicine Man Denver (“Medicine Man Denver”), a company owned and controlled by affiliates of the Company, whereby Medicine Man Denver granted a license to use all of their proprietary processes they have developed, implemented and practiced at its cannabis facilities relating to the commercial growth, cultivation, marketing and distribution of medical marijuana and recreational marijuana pursuant to relevant state laws and the right to use and to license such information, including trade secrets, skills and experience (present and future). As payment for the license rights the Company issued Medicine Man Denver (or its designees) 5,331,000 shares of the Company’s common stock. The Company accounted for this license in accordance with ASC 350-30-30 “Intangibles – Goodwill and Other by recognizing the fair value of the amount paid by the company for the asset at the time of purchase. Since the Company has a limited operating history, management determined to use par value as the value recognized for the transaction. Since the term of the initial license agreement is ten (10) years, the cost of the asset will be recognized on a straight-line basis over the life of the agreement. In addition, each period the Company will evaluate the intangible asset for impairment. As of December 31, 2016, no impairment was deemed necessary. December 31, 2016 December 31, 2015 License Agreement $ 5,300 $ 5,300 Less: accumulated amortization (1,592 ) (1,060 ) $ 3,708 $ 4,240 Amortization expense for the periods ending December 31, 2016 and 2015 was $532 and $530, respectively.

7. Convertible Notes and Deriva

7. Convertible Notes and Derivative Liability	12 Months Ended
	Dec. 31, 2016
Debt Disclosure [Abstract]
Convertible Notes and Derivative Liability	In the year ended December 31, 2016 the Company raised $810,000 through a private placement of promissory convertible notes with certain accredited investors, bearing interest at 12%, with interest and principal due January 1, 2019. Upon issuance, each of the notes is immediately convertible at the noteholders election into the company’s common stock at $1.75 per share or 90% of the VWAP of the five days following the notice of conversion, whichever is lower. Since the conversion rate can be tied to an underlying item, the warrants are considered to be a derivative that is recorded as a liability at fair value and adjusted to fair value at the conclusion of each reporting period. The underlying assumptions used in the Black Scholes model to determine the fair value of the derivative liability were based on the individual date the notes were closed and were the following: Upon issuance December 31, 2016 Current stock price $ 1.66 to $4.35 $ 2.74 Risk-free interest rate 0.67% 0.67% Expected dividend yield 0 0 Expected term (in years) 2.39 to 2.09 2 Expected volatility 85% to 114% 116% The initial fair value of the derivative liability was recorded as interest expense of $102,907. Changes in the derivative liability were as follows: January 1, 2016 $ – Initial fair value of warrants issued 102,907 Increase in fair value 191,095 December 31, 2016 $ 294,002 The total liability of $294,002 is presented on the current liability section of the balance sheet as the conversion can be exercised at any time at the note holders’ request. The initial fair value of warrants issued of $102,907 is recognized as interest expense in the other income/expense section of the income statement. The increase in fair value is recognized as a loss of $191,095 on derivative liabilities also in the other income/expense section of the income statement.

8. Related Party Transactions

8. Related Party Transactions	12 Months Ended
	Dec. 31, 2016
Related Party Transactions [Abstract]
Related Party Transactions	Through March 1, 2017, the Company operated from offices at 4880 Havana St, Suite 101 South, Denver CO 80239 via a sub-lease with one of its shareholders and founding partners, ChineseInvestors.COM. During 2015 and 2016, the Company had a verbal agreement with Chineseinvestors.com Inc. and Futurevistion to share employee’s time while the majority of their salary was covered by these related companies. The Company also paid the individuals a modest stipend for their time. While this agreement was in place through the 3 rd During 2016, the Company received two short term loans bearing 12% annual interest from related parties, which were repaid in full along with interest. The Company borrowed $25,000 from Chineseinvestors.com, Inc. in July, which was repaid along with $250 interest in August. In that same period the Company borrowed $50,000 from Brett Roper, the COO and director, which was repaid along with $1,299 in interest in October.

9. Net Income (Loss) per Share

9. Net Income (Loss) per Share	12 Months Ended
	Dec. 31, 2016
Earnings per share attributable to common shareholders:
Net Income (Loss) per Share	In accordance with ASC Topic 280 – “Earnings per Share”, the basic earnings per common share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company's quarterly earnings for the period ended December 31, 2016 and 2015 basic and diluted earnings/(loss) per share $(.14) and $0.01, respectively.

10. Commitments and Concentrati

10. Commitments and Concentrations	12 Months Ended
	Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Commitments and Concentrations	Office Lease – Denver, Colorado 2017 fiscal year $ 95,947 2018 fiscal year 154,174 2019 fiscal year 171,000 2020 fiscal year 29,000

11. Tax Provision

11. Tax Provision	12 Months Ended
	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Tax Provision	The Company is registered in the State of Colorado and is subject to the United States of America tax law. As of December 31, 2016, the Company had incurred no income on a tax basis resulting in the Company calculating that it owed $0 to the federal government at December 31, 2016 and $9,744 at December 31, 2015. In addition, the Company owed the State of Colorado $0 in 2016 and $2,731 at December 31, 2015. The Federal tax is shown on the income statement as tax expense and was accrued as a current accrued liability on the balance sheet in 2015. As the Company generated a loss from operations in the year ended December 31, 2016 the Company did not recognize any additional tax expense. The company utilizes FASB ASC 740, “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established if it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company generated a deferred tax credit through net operating loss carry forwards. As of December 31, 2016 the Company had federal and state net operating loss carry forwards of approximately $293,000 ($0 in 2015) that can be used to offset future taxable income. The carry forwards will begin to expire in 2027 unless utilized in earlier years. December 31, 2016 December 31, 2015 Net operating losses carryforward $ 293,000 $ – Less: valuation allowance (293,000 ) – Net deferred tax assets $ – $ –

12. Subsequent Events

12. Subsequent Events	12 Months Ended
	Dec. 31, 2016
Subsequent Events [Abstract]
Subsequent Events	In January 2017, the Company added three new fulltime positions that will be charged with providing additional support for the various service groupings offered by the Company, specifically a cultivation specialist, a dispensary specialist, and an administrative and events specialist. In February 2017, the Company entered into a Merger Agreement with Pono Publications Ltd. (“Pono”), as well as a Share Exchange Agreement with Success Nutrients, Inc. (“SN”), each a Colorado corporation, in order to facilitate our acquisition of both of these entities. The ratification of the acquisition of these companies requires the approval of the holders of a majority of the Company’s shareholders, which will be submitted for such approval at the Company’s annual shareholder meeting to be held in May 2017. If approved the relevant agreements provide that the effective date for accounting purposes will be March 1, 2016. Success Nutrients will become a wholly owned subsidiary of Medicine Man Technologies, Inc. and the business conducted by Pono will be incorporated into a newly formed wholly owned subsidiary, Medicine Man Consulting, Inc., which is also where we will continue to conduct the Company’s consulting service business. In March 2017, the Company moved its principal place of business to 4880 Havana Street, Suite 200, Denver, Colorado 80239. This space consists of 12,097 square feet of executive office space, common area, conference rooms, a kitchen, restroom and storage space. The lease term is 36 months (February 2020 expiration date). Until August 2017, the Company will pay monthly rent of $6,479.60. From August 2017 through February 28, 2018, rent escalates to $12,086.92 per month, increasing to $13,000 from March 2018 through February 2019 and to $14500 in June 2017 through May 2018. The Company also pays its percentage of base operating expenses. In March 2017, the Company integrated Pono Publications and Success Nutrients into its operations including a lease for approximately 10,000 square feet of space located at 6660 East 47th Street, Denver, CO 80216. This integration also included four (4) full time team members as well as several independent contractors. In March, 2017, the Company entered into an employment agreement with Joshua Haupt’s to serve as its Chief Cultivation Officer On March 1, 2017, the Company added its initial Cultivation MAX client relationship having a 500-light facility in southern Nevada. That service agreement’s baseline performance factor as assigned (wherein the Company is able to re-define its cultivation practices and nutrient management systems) allows the Company to receive payments for such services based upon the delta it is able to achieve for their cultivation at that location as well as future locations based upon the client’s wholesale price points as achieved throughout the duration of the agreement. On April 3, 2017, the Company entered into its second substantial Cultivation MAX client relationship having a 400-light facility in Las Vegas Nevada. This relationship will follow the same performance principles described in the preceding paragraph. As of the date of this Report holders of five of the outstanding convertible notes elected to convert their notes into shares of the Company’s Common Stock. Convertible Notes aggregating $254,777 were converted to 155,687 shares of the Company’s Common Stock. These conversions were computed at both the floor value of $1.75 as well as at a VWAP value as allowable under the terms of the conversion rights.

2. Critical Accounting Polici20

2. Critical Accounting Policies and Estimates (Policies)	12 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation:
Fair Value Measurements	Fair Value Measurements: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Our financial instruments include cash, accounts receivable, note receivable, accounts payables and tenant deposits. The carrying values of these financial instruments approximate their fair value due to their short maturities. The carrying amount of our debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us. Our derivative liability was adjusted to fair market value at the end of each reporting period, using Level 3 inputs.
Use of Estimates	Use of Estimates:
Accounts receivable	Accounts receivable:
AFS Securities	AFS Securities:
Debt and derivative liability	Debt and derivative liability:
Short-term note receivable	Short term note receivable:
Other assets	Other assets:
Accounts payable	Accounts payable:
Other liabilities	Other liabilities:
Fair Value of Financial Instruments	Fair Value of Financial Instruments:
Revenue recognition and related allowances	Revenue recognition and related allowances:
Cost of Services Sold	Costs of Services Sold
General and Administrative Expenses	General & Administrative Expenses –
Advertising and Marketing Costs	Advertising and Marketing Costs:
Stock-based compensation	Stock based compensation: Stock compensation expense for stock options is recognized over the vesting period of the award or expensed immediately under ASC 718 and EITF 96-18 when stock or options are awarded for previous or current service without further recourse. The Company issued stock options to contractors and external companies that had been providing services to the Company upon their termination of services. Under ASC 718 and EITF 96-18 these options were recognized as expense in the period issued because they were given as a form of payment for services already rendered with no recourse. Share based expense paid to through direct stock grants is expensed as occurred. Since the Company’s stock has become publicly traded, the value is determined based on the number of shares issued and the trading value of the stock on the date of the transaction. Prior to the company’s stock being traded the Company used the most recent valuation. The company recognized $627,200 in expenses for stock based compensation to employees through direct stock grants of 430,000 shares in the year ended December 31, 2016 and $79,725 in expenses from the issuance of 122,500 shares in the year ended December 31, 2015. The Stock issuance were as follows: # of shares Price per Share Expense Issuance #1 120,000 $ 0.41 $ 49,200 Issuance #2 260,000 $ 1.74 $ 453,000 Issuance #3 50,000 $ 2.5 $ 125,000 430,000 627,200
Income taxes	Income taxes:

2. Critical Accounting Polici21

2. Critical Accounting Policies and Estimates (Tables)	12 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Schedule of stock grants	# of shares Price per Share Expense Issuance #1 120,000 $ 0.41 $ 49,200 Issuance #2 260,000 $ 1.74 $ 453,000 Issuance #3 50,000 $ 2.5 $ 125,000 430,000 627,200

5. Property and Equipment (Tabl

5. Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Property and equipment table	December 31, 2016 December 31, 2015 Furniture & Fixtures $ 11,526 $ 11,526 Marketing Display 42,681 42,681 Office Equipment 10,838 0 $ 65,045 $ 54,207 Less: Accumulated Depreciation (22,919 ) (6,088 ) $ 42,126 $ 48,119

6. Intangible Asset (Tables)

6. Intangible Asset (Tables)	12 Months Ended
	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
License Agreement	December 31, 2016 December 31, 2015 License Agreement $ 5,300 $ 5,300 Less: accumulated amortization (1,592 ) (1,060 ) $ 3,708 $ 4,240

7. Convertible Notes and Deri24

7. Convertible Notes and Derivative Liability (Tables)	12 Months Ended
	Dec. 31, 2016
Debt Disclosure [Abstract]
Assumptions used	Upon issuance December 31, 2016 Current stock price $ 1.66 to $4.35 $ 2.74 Risk-free interest rate 0.67% 0.67% Expected dividend yield 0 0 Expected term (in years) 2.39 to 2.09 2 Expected volatility 85% to 114% 116%
Schedule of derivative liability	January 1, 2016 $ – Initial fair value of warrants issued 102,907 Increase in fair value 191,095 December 31, 2016 $ 294,002

10. Commitments and Concentra25

10. Commitments and Concentrations (Tables)	12 Months Ended
	Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Schedule of future operating lease obligation	2017 fiscal year $ 95,947 2018 fiscal year 154,174 2019 fiscal year 171,000 2020 fiscal year 29,000

11. Tax Provision (Tables)

11. Tax Provision (Tables)	12 Months Ended
	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Deferred tax assets	December 31, 2016 December 31, 2015 Net operating losses carryforward $ 293,000 $ – Less: valuation allowance (293,000 ) – Net deferred tax assets $ – $ –

1. Liquidity and Capital Reso27

1. Liquidity and Capital Resources (Details Narrative) - USD ($)	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 351,524	$ 262,146	$ 54,510

2. Critical Accounting Polici28

2. Critical Accounting Policies and Estimates (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Stock grants issued	430,000	122,500
Share based compensation expense	$ 627,200	$ 79,725
Issuance #1 [Member]
Stock grants issued	120,000
Price per share	$ 0.41
Share based compensation expense	$ 49,200
Issuance #2 [Member]
Stock grants issued	260,000
Price per share	$ 1.74
Share based compensation expense	$ 453,000
Issuance #3 [Member]
Stock grants issued	50,000
Price per share	$ 2.50
Share based compensation expense	$ 125,000

2. Critical Accounting Polici29

2. Critical Accounting Policies and Estimates (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Accounts receivable	$ 25,000	$ 83,739
Accounts receivable written off	5,792
Allowance for doubtful accounts	0
Available for sale securities, fair value	13,998	40,000
Available for sale securities, cost basis		50,000
Proceeds from sale of securities	40,050
Loss on sale of securities	(9,950)	0
Payments for investments	18,300
Fair value of investments at year end	13,998
Unrealized loss on investment	4,303
Short term note receivable, face value	250,000
Accrued interest receivable	14,016
Short term note receivable balance	$ 264,016	0
Note receivable maturity date	Nov. 1, 2017
Other assets	$ 27,479	38,721
Accounts payable	0	8,715
Other liabilities	175	13,200
Advertising and marketing expense	311,522	15,997
Stock based compensation expense	627,200	79,725
Accrued Taxes [Member]
Other liabilities		$ 13,200
Accrued Interest [Member]
Other liabilities	$ 175

4. Stockholders' Equity (Detail

4. Stockholders' Equity (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Stock issued for services, value		$ 79,725
Various Individuals [Member] | January 4, 2016 [Member]
Stock issued for services, shares issued	120,000
Stock issued for services, value	$ 49,200
Various Individuals [Member] | October 13, 2016 [Member]
Stock issued for services, shares issued	260,000
Stock issued for services, value	$ 452,400
Various Individuals [Member] | December 26, 2016 [Member]
Stock issued for services, shares issued	50,000
Stock issued for services, value	$ 136,000

5. Property and Equipment (Deta

5. Property and Equipment (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Property and Equipment, gross	$ 65,045	$ 54,207
Less: Accumulated Depreciation	(22,919)	(6,088)
Property and equipment, net	42,126	48,119
Furniture and Fixtures [Member]
Property and Equipment, gross	11,526	11,526
Marketing Display [Member]
Property and Equipment, gross	42,681	42,681
Office Equipment [Member]
Property and Equipment, gross	$ 10,838	$ 0

5. Property and Equipment (De32

5. Property and Equipment (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 16,833	$ 6,087

6. Intangible Asset (Details)

6. Intangible Asset (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
License agreement costs	$ 5,300	$ 5,300
Less: accumulated amortization	(1,592)	(1,060)
License agreement costs, net	$ 3,708	$ 4,240

6. Intangible Asset (Details Na

6. Intangible Asset (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 532	$ 530

7. Convertible Notes and Deri35

7. Convertible Notes and Derivative Liability (Details - Assumptions)	12 Months Ended
	Dec. 31, 2016
Current stock price	$ 2.74
Risk-free interest rate	0.67%
Expected dividend yield	0.00%
Expected term (in years)	2 years
Expected volatility	116%
Upon Issuance [Member]
Current stock price	1.66 to $4.35
Risk-free interest rate	0.67%
Expected dividend yield	0.00%
Expected term (in years)	2.39 to 2.09 years
Expected volatility	85% to 114%

7. Convertible Notes and Deri36

7. Convertible Notes and Derivative Liability (Details - Derivative liability)	12 Months Ended
	Dec. 31, 2016USD ($)
Debt Disclosure [Abstract]
Derivative liability, beginning balance	$ 0
Initial fair value of warrants issued	102,907
Increase in fair value	191,095
Derivative liability, ending balance	$ 294,002

8. Related Party Transactions (

8. Related Party Transactions (Details Narrative)	12 Months Ended
	Dec. 31, 2016USD ($)
Chineseinvestors.com [Member]
Proceeds from related party	$ 25,000
Repayment to related party	25,000
Interest expense, related party	250
Rober [Member]
Proceeds from related party	50,000
Repayment to related party	50,000
Interest expense, related party	$ 1,299

10. Commitments and Concentra38

10. Commitments and Concentrations (Details)	Dec. 31, 2016USD ($)
Commitments and Contingencies Disclosure [Abstract]
Future operating lease commitment, 2017	$ 95,947
Future operating lease commitment, 2018	154,174
Future operating lease commitment, 2019	171,000
Future operating lease commitment, 2020	$ 29,000

11. Tax Provision (Details - de

11. Tax Provision (Details - deferred taxes) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ 293,000	$ 0
Less: valuation allowance	(293,000)	0
Net deferred tax assets	$ 0	$ 0

11. Tax Provision (Details Narr

11. Tax Provision (Details Narrative) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Internal Revenue Service (IRS) [Member]
Income tax liability	$ 0	$ 9,744
State of Colorado [Member]
Income tax liability	$ 0	$ 2,731