Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 26, 2018 | Jun. 30, 2017 | |
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, 2017 | ||
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 | $ 21,620,200 | ||
Entity Common Stock, Shares Outstanding | 24,027,334 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 748,715 | $ 351,524 |
Accounts receivable, net | 461,343 | 25,000 |
Accounts receivable, related party | 25,719 | 0 |
Available for sale securities | 0 | 13,998 |
Short-term note receivable | 191,111 | 264,016 |
Inventory | 106,091 | 0 |
Other assets | 42,819 | 27,479 |
Total current assets | 1,575,798 | 682,017 |
Non-current assets | ||
Fixed assets, net of accumulated depreciation of $82,038 | 150,047 | 42,126 |
Intangible assets, net accumulated amortization of $7,388 | 87,712 | 3,708 |
Goodwill | 9,304,306 | 0 |
Other non-current assets | 14,500 | 0 |
Total non-current assets | 9,556,565 | 45,834 |
Total assets | 11,132,363 | 727,851 |
Current liabilities | ||
Accounts payable | 123,251 | 0 |
Accounts payable - related party | 155,177 | 0 |
Derivative liability | 0 | 294,002 |
Other liabilities | 56,495 | 175 |
Total current liabilities | 334,923 | 294,177 |
Long-term liabilities | ||
Note payable - related party | 58,280 | 0 |
Convertible loan | 0 | 810,000 |
Total long-term liabilities | 58,280 | 810,000 |
Total liabilities | 393,203 | 1,104,177 |
Commitments and Contingencies, note 13 | ||
Shareholders' equity | ||
Common stock $0.001 par value. 90,000,000 authorized, 22,991,137 and 10,402,500 were issued and outstanding December 31, 2017 and December 31, 2016, respectively. | 23,113 | 10,403 |
Additional paid-in capital | 13,997,441 | 1,026,052 |
Additional paid-in capital - Warrants | 3,508,256 | 0 |
Accumulated other comprehensive (loss) | 0 | (4,303) |
Retained earnings | (6,789,650) | (1,408,478) |
Total Shareholders' equity (deficit) | 10,739,160 | (376,326) |
Total liabilities and stockholders' equity | $ 11,132,363 | $ 727,851 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation | $ 82,038 | $ 22,919 |
Accumulated amortization | $ 7,388 | $ 1,592 |
Common stock authorized | 90,000,000 | 90,000,000 |
Common stock par value | $ .001 | $ .001 |
Common stock issued | 22,991,137 | 10,402,500 |
Common stock outstanding | 22,991,137 | 10,402,500 |
Statements of Comprehensive (Lo
Statements of Comprehensive (Loss) and Income - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating revenues | ||
Product sales | $ 550,986 | $ 0 |
Product sales - related party | 532,222 | 0 |
Licensing Fees | 1,425,806 | 589,721 |
Consulting fees | 930,857 | 0 |
Reimbursements | 47,945 | 0 |
Services and Seminar Fees | 41,768 | 41,735 |
Total revenue | 3,529,584 | 631,456 |
Cost of services | 1,033,678 | 462,182 |
Cost of services - related party | 268,603 | 0 |
Total cost of services | 1,302,281 | 462,182 |
Gross profit | 2,227,303 | 169,274 |
Operating expenses | ||
General and administrative | 1,369,551 | 382,641 |
Professional services | 543,314 | 0 |
Acquisition costs | 150,261 | 0 |
Stock based compensation expense | 4,805,318 | 627,200 |
Officers/Directors incentive compensation | 150,392 | 0 |
Advertising | 183,782 | 311,522 |
Salaries | 260,635 | 0 |
Total operating expenses | 7,463,253 | 1,321,363 |
Income from operations | (5,235,950) | (1,152,089) |
Other income/expense | ||
Interest Income | (30,001) | (14,016) |
Net realized loss on available for sale securities | 4,706 | 191,095 |
Interest expense related to convertible notes | 86,020 | 22,248 |
Loss on management fee contracts | 70,257 | 0 |
Interest expense related to derivative liability | 0 | 102,907 |
Net loss on derivative | 14,459 | 9,950 |
Other income | (219) | 0 |
Total other expense | 145,222 | 312,184 |
Net (loss) income | $ (5,381,172) | $ (1,464,273) |
Earnings per share attributable to common shareholders: | ||
Basic and diluted (loss)/earnings per share | $ 0.23 | $ (0.14) |
Weighted average number of shares outstanding - basic and diluted | 10,226,086 | |
Other comprehensive income (loss), net of tax | ||
Net unrealized (loss) on available for sale securities | $ 1,200 | |
Total other comprehensive income (loss), net of tax | 1,200 | |
Comprehensive (loss) gain | $ (5,381,172) | $ (1,463,073) |
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, 2015 | 9,972,500 | ||||
Beginning 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) for the period | (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) |
Stock issued as compensation, shares | 1,500,000 | ||||
Stock issued as compensation, value | $ 1,500 | $ 2,539,499 | $ 2,540,999 | ||
Stock issued for acquisitions, shares | 9,258 | 9,470,130 | 9,479,388 | ||
Additional paid in capital adjustment for warrants | $ 2,100,318 | $ 2,100,318 | |||
Stock issued for convertible debt, shares | 601,648 | ||||
Stock issued for convertible debt, value | $ 718 | 787,220 | 787,938 | ||
Stock issued for cash, shares | 1,041,912 | ||||
Stock issued for cash, value | $ 1,044 | 465,226 | 466,270 | ||
Warrants issued with stock issued for cash | 928,828 | 928,828 | |||
Stock issued for services, shares | 134,533 | ||||
Stock issued for services, value | $ 135 | 163,865 | 164,000 | ||
Stock issued for cash (Related Party), shares | 55,000 | ||||
Stock issued for cash (Related Party), value | $ 55 | 24,559 | 24,614 | ||
Unrealized gain/(loss) on AFS | 4,303 | 4,303 | |||
Net income (loss) for the period | (5,381,172) | (5,381,172) | |||
Ending balance, shares at Dec. 31, 2017 | 22,991,137 | ||||
Ending balance, value at Dec. 31, 2017 | $ 23,113 | $ 17,505,697 | $ 0 | $ (6,789,650) | $ 10,739,160 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | ||
Net income for the period | $ (5,381,172) | $ (1,464,273) |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Initial fair value of derivative convertible note liability included as interest expense | 0 | 102,907 |
Loss on derivative, net | 14,458 | 191,095 |
Stock based compensation | 4,805,318 | 627,200 |
Depreciation and amortization | 63,738 | 17,370 |
Changes in operating assets and liabilities | ||
Short term note receivable | 72,905 | (264,016) |
Accounts receivable | (462,062) | 58,739 |
Inventory | (106,091) | 0 |
Other assets | (15,839) | 11,242 |
Accounts payable and other liabilities | 334,748 | (21,741) |
Net cash used from operating activities | (673,997) | (741,477) |
Cash flows from investing activities | ||
Purchase of assets | (255,663) | (10,844) |
Acquisition investment | 217,458 | 0 |
Loss from sale of AFS securities | 4,303 | 31,699 |
Net cash used in investing activities | (33,902) | 20,855 |
Cash flows from financing activities | ||
Cash raised by sale of convertible debt | (80,665) | 810,000 |
Cash from sale of common stock | 1,185,755 | 0 |
Net cash provided by financing activities | 1,105,090 | 810,000 |
Net decrease in cash and cash equivalents | 397,191 | 89,378 |
Cash and cash equivalents - beginning of year | 351,524 | 262,146 |
Cash and cash equivalents - end of year | 748,715 | 351,524 |
Supplemental disclosures | ||
Income taxes paid | 0 | $ 12,475 |
Non-Cash Transactions | ||
Derivative convertible liability | $ 0 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 | |
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 $748,715 and $351,524 classified as cash and cash equivalents as of December 31, 2017 and December 31, 2016, 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, 2017 | |
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 (current and non-current) : 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 $4,805,318 in expenses for stock-based compensation to employees and consultants during the twelve months ended December 31, 2017 . Income taxes: Management fee contracts: 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. From April 1, 2017 to September 30, 2017 the Company has agreed to manage the acquirees through a management fee agreement whereby all cash collected was recognized as other income and all cash expenses were direct costs of the project. As of March 31, 2017, the management contract resulted in cash collections of approximately $100,000 and cash expenditures of approximately $170,000 resulting in a net loss of $70,257 which was presented on a net basis as a loss in the other income portion of the Company’s income statement. As of April 1, 2017, the Company’s consolidated financial statements included these two entities. |
3. Recent Accounting Pronouncem
3. Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | FASB ASU 2014-09 “Revenue from Contracts with Customers (Topic 606)” FASB ASU 2016-02 “Leases (Topic 842)” FASB ASU 2017-01 “Clarifying the Definition of a Business (Topic 805)” FASB ASU 2016-15 “Statement of Cash Flows (Topic 230)” – FASB ASU 2016-11 “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815)” |
4. Stockholders' Equity
4. Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
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 2016 the Company subsequently 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. As of December 31, 2016, the Registrant had 10,558,087 shares of Common Stock issued and outstanding. During the three months ended March 31, 2017, the Company issued 145,587 shares of Common Stock upon conversion of convertible notes in the aggregate amount of $254,777. On June 3, 2017, the Company issued 1,400,000 shares of Common Stock under its 2017 Qualified Incentive Plan to various individuals in consideration of their services rendered in support of the Company resulting in recognizing compensation expense of $2,380,000 based upon the closing stock price on June 2, 2017 at $1.70 per share. On June 3, 2017, the Company issued an aggregate of 7,000,000 shares of Common Stock in consideration for the acquisition of Success Nutrients and Pono Publications. On June 3, 2017, the Company issued 2,000,000 warrants to purchase Common Stock to three individuals. See Note 14 for further explanation. During the three months ended June 30, 2017, the Company issued 44,151 shares of Common Stock upon conversion of convertible notes in the aggregate amount of $60,000. On July 26, 2017, the Company issued 2,258,065 shares of Common Stock in consideration for the acquisition of Denver Consulting Group. During the three months ended September 30, 2017, the Company issued 34,533 shares of Common Stock in exchange for services, at a value of $1.39 per share on July 28, 2017. During the three months ended September 30, 2017, the Company sold 937,647 shares of Common Stock to a private investor of the Company, at a value of $1.0665 per share on August 20, 2017. During the three months ended September 30, 2017, the Company issued 100,000 shares of Common Stock in exchange for services, at a value of $1.16 per share on August 29, 2017. During the three months ended September 30, 2017, the Company sold 25,000 shares of Common Stock to Andy Williams, Director of the Board of the Company, at a value of $1.0665 per share on September 20, 2017. During the three months ended September 30, 2017, the Company sold 30,000 shares of Common Stock to Brett Roper, CEO of the Company, at a value of $1.0665 per share on September 20, 2017. On December 21, 2017, the Company issued 100,000 shares of Common Stock to various individuals in consideration of their services rendered in support of the Company resulting in recognizing compensation expense of $161,000 based upon the closing stock price on December 21, 2017 at $1.61 per share. During the three months ended December 31, 2017, the Company sold 10,500 shares of Common Stock to three private investors of the Company, at a value of $1.0665 per share on December 31, 2017. This purchase also included a one to one warrant purchase option priced at $1.33 per share of common stock. During the three months ended December 31, 2017, the Company sold 93,765 shares of Common Stock to a private investor of the Company, at a value of $1.0665 per share on December 31, 2017. This purchase also included a one to one warrant purchase option priced at $1.33 per share of common stock. During the three months ended December 31, 2017, the Company issued 401,909 shares of Common Stock upon conversion of convertible notes in the aggregate amount of $424,310. At December 31, 2017, the Company had 22,991,137 common shares outstanding. |
5. Property and Equipment
5. Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 December 31, 2016 Furniture & Fixtures $ 107,945 $ 11,526 Marketing Display 36,900 42,681 Vehicles 6,000 – Office Equipment 81,240 10,838 $ 232,085 $ 65,045 Less: Accumulated Depreciation (82,038 ) (22,919 ) $ 150,047 $ 42,126 Depreciation on equipment is provided on a straight-line basis over its expected useful life using the following annual rates. Furniture & Fixtures 3 years Marketing Display 3 years Vehicles 3 years Office Equipment 3 years Depreciation expense for the twelve-month periods ending December 31, 2017 and 2016 was $59,117 and $16,833 respectively. |
6. Intangible Asset
6. Intangible Asset | 12 Months Ended |
Dec. 31, 2017 | |
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, 2014, no impairment was deemed necessary. During 2017, the Company attained two intangible assets, Product Agreement & Registration and a Trade Secret. These two intangible assets were acquired due to the result of the acquisition of Success Nutrients and Pono on September 30, 2017. Refer to the Note 9 for further explanation of the purchase price accounting. The Company’s procurement of product registration during the year was within five states and Canada. The Company’s product was registered in California, Oregon, Colorado, Michigan, Arizona, Washington and all of Canada. The registration allows the Company to sell their product within the confines of that region. The registration fees capitalized are the initial costs to obtain the license. The licenses have nominal annual renewal costs. These subscriptions are amortized over a 15-year period. During 2017, the Company incurred an intangible asset due to the development of the products nutrient recipe. The nutrient recipe development was a onetime fee, paid to the Company’s developer. The intellectual property is amortized over the 15-year economic life of the asset. The economic life of the asset is shorter than the indefinite life, which is considered the legal life of the assets, and therefore 15 years is deemed the economic life of the asset. During 2017, the Company attained one additional intangible assets, Product Agreement & Registration. The Company’s procurement of product registration during the year was within seven states. The Company’s product was registered in Florida, Illinois, Maine, Massachusetts, Minnesota, Nevada and Ohio. The registration allows the Company to sell their product within the confines of that region. The registration fees capitalized are the initial costs to obtain the license. The licenses have nominal annual renewal costs. These subscriptions are amortized over a 15-year period. December 31, 2017 December 31, 2016 License Agreement $ 5,300 $ 5,300 Product License and Registration 57,300 – Trade Secret - IP 32,500 – $ 95,100 $ 5,300 Less: accumulated amortization (7,388 ) (1,592 ) $ 87,712 $ 3,708 Amortization expense for the periods ending December 31, 2017 and 2016 was $4,620 and $532, respectively. |
7. Convertible Notes and Deriva
7. Convertible Notes and Derivative Liability | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities 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, convertible notes with 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, volatility, the risk-free rate, the exercise price and the stock price at conversion. The total liability as of December 31, 2017, and December 31, 2016, respectively, was $0 and $294,002 and presented on the current liability section of the balance sheet as the conversion can be exercised at any time at the note holders’ request. During the last three months of 2017, all outstanding convertible note holders either converted their notes or the Company paid monies owed in full. As stated above, the liability at December 31, 2017 is $0. |
8. Related Party Transactions
8. Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | As of December 31, 2017, the Company had eight related parties, Future Vision dba Medicine Man Denver, Josh Haupt, Andy Williams, Future Vision, Med Pharm Holdings, Brett Roper, De Best Inc. and Super Farm LLC. One of the Officers of the Company, Joshua Haupt, currently owns 20% of both De Best and Super Farm. Additionally, one of the Directors of the Company, Andy Williams, currently owns 38% of Medicine Man Denver, Future Vision and Med Pharm Holdings. During the twelve months ended December 31, 2017, the Company had sales from Super Farm LLC totaling $207,827 and $72,585 sales from De Best Inc. The Company give’s a larger discount on nutrient sales to related parties than non-related parties. As of December 31, 2017, the Company had accounts receivable balance with Super Farm LLC totaling $7,519 and $6,404 accounts receivable from De Best Inc. During the twelve months ended December 31, 2017, the Company had cost of sales associated with Super Farm LLC totaling $104,259 and $37,830 from De Best Inc. During the twelve months ended December 31, 2017, the Company had sales from Medicine Man Denver totaling $242,720 and cost of sales totaling $121,360. As of December 31, 2017, the Company had an accounts payable balance owed to Josh Haupt totaling $7,013 and $4,080 owed to Future Vision. As of December 31, 2017, the Company had an accounts payable balance owed to Andy Williams totaling $100,000 (related to a repayment commitment of convertible debt that was subsequently converted to debt owner by Andy Williams to the original convertible note holder) and $44,084 owed to Brett Roper (related to FY 2017 bonus payment. As of December 31, 2017, the Company had an accounts receivable balance owed from Future Vision totaling $4,836 and $6,960 owed from Medicine Man Denver. During the twelve months ended December 31, 2017, the Company had sales from Med Pharm Holdings totaling $4,495 and cost of sales totaling $1,498. During the twelve months ended December 31, 2017, the Company had sales from Future Vision totaling $11,738. During the three months ended September 30, 2017, the Company sold 25,000 shares of Common Stock to Andy Williams, Director of the Board of the Company, at a value of $1.0665 per share. During the three months ended September 30, 2017, the Company sold 30,000 shares of Common Stock to Brett Roper, CEO of the Company, at a value of $1.0665 per share. |
9. Goodwill and Acquisition Acc
9. Goodwill and Acquisition Accounting | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquisition Accounting | On June 3, 2017, the Company issued an aggregate of 7,000,000 shares of its common stock for 100% ownership of both Success Nutrients and Pono Publications. The Company utilized purchase price accounting stating that net book value of the assets acquired approximates their respective fair market value. The purchase price accounting resulted in $6,301,080 of Goodwill. The ASC at 350-20-35-3A directs that “An entity may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount, including goodwill. The Company had a valuation done at this time and the value exceeded the purchase price indicating that there would not be any impairment. On July 21, 2017, the Company issued 2,258,065 shares of its Common Stock for 100% ownership of Denver Consulting Group (“DCG”). The Company utilized purchase price accounting stating that net book value of the assets acquired approximates their respective fair market value of the assets acquired. The purchase price accounting resulted in $3,003,226 of Goodwill. The FASB ASC at 350-20-35-3A directs that “an entity may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount, including goodwill”. The Company obtained an independent valuation of the DCG on September 27, 2017. The fair market value on September 27, 2017 of DCG was $3,650,000, thus creating a fair market value greater than the carrying value of Goodwill. The FASB ASC at 350-20-35-3D directs that “If an entity determines that it is not more likely that the fair value of a reporting unit is less than its carrying amount, then Goodwill impairment is unnecessary.” As of December 31, 201, the Company determined that no impairment is necessary given the recent valuations and no change in qualitative factors. As of December 31, 2017, the Company’s Goodwill has a balance of $9,304,306. This amount consisted of $3,003,226 from the DCG acquisition and $6,301,080 from the Pono and Success Nutrients acquisition. |
10. Net Income (Loss) per Share
10. Net Income (Loss) per Share | 12 Months Ended |
Dec. 31, 2017 | |
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 (loss) for the period ended December 31, 2017 and 2016 basic and diluted (loss)/earnings per share was $(0.23) and $(0.14), respectively. |
11. Inventory
11. Inventory | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | As of December 31, 2017, and December 31, 2016, respectively, the Company had $106,091 and $0 of finished goods inventory. The Company only has finished goods within inventory because it does not produce any of its products. All inventory is produced by a third party. The inventory valuation method that the Company uses is the FIFO method. During 2017 and 2016, the company had $0 obsolescence within their inventory. |
12. Note Payable
12. Note Payable | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Note Payable | As of December 31, 2017, and December 31, 2016, the Company had a note payable balance of $58,280 and $0, respectively. The note payable is a balance that is due to an officer of the Company, Joshua Haupt. The balance of this note was paid in full in February of 2018 as described in the subsequent events notes. |
13. Commitments and Concentrati
13. Commitments and Concentrations | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Concentrations | Office Lease – Denver, Colorado 2018 fiscal year $ 154,174 2019 fiscal year 171,000 2020 fiscal year 29,000 Office and Warehouse Lease – Denver, Colorado th 2018 fiscal year $ 118,528 2019 fiscal year 121,728 2020 fiscal year 124,928 The Company notes that this lease is accelerated and the deferred rent expense at December 31, 2017 is $36,796. This amount is booked in “Other liabilities” and is noted above in “Note 1.” |
14. Warrants
14. Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Warrants | The Company issued one round of warrants related to various equity transactions that was approved by the Board on June 3, 2017 and issued on June 19, 2017. Since the terms weren’t established until June 19, 2017, these were valued on this date per the signed agreements and issuance on June 19, 2017. The Company accounts for its warrants issued in accordance with the US GAAP accounting guidance under ASC 480. We estimated the fair value of these warrants at the respective balance sheet dates using the Black-Scholes option pricing model as described in the stock-based compensation section above, based on the estimated market value of the underlying common stock at the valuation measurement date of $1.50, the remaining contractual term of the warrant of 2.5 years, risk-free interest rate of 1.38% and expected volatility of the price of the underlying common stock of 126%. There is a moderate degree of subjectivity involved when using option pricing models to estimate the warrants and the assumptions used in the Black Scholes option-pricing model are moderately judgmental. During the period ended December 31, 2017, the Company issued 2,000,000 common stock purchase warrants to three employees of the Company with an exercise price of $1.445 per share for a period of time expiring on December 31, 2019. As of December 31, 2017, none of the warrants were exercised. Stock-based compensation expense recognized for warrants during the twelve-month period ended December 31, 2017 was $2,100,318. During the period ended December 31, 2017, the Company issued 1,500,566 common stock purchase warrants under the Private Placement Memorandum (PPM) with an exercise price of $1.33 per share for a period of time expiring on March 17, 2019. As of December 31, 2017, none of the warrants were exercised. The stock purchase warrants have been accounted for as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially in, a Company’s Own Stock, Distinguishing Liabilities from Equity. Number of shares Exercise Price Balance as of January 1, 2017 – – Warrants issued 2,000,000 $ 1.445 Warrants issued 1,500,566 $ 1.33 Warrants exercised – – Balance as of December 31, 2017 3,500,566 |
15. Tax Provision
15. Tax Provision | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Tax Provision | 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. The Company had no tax provisions as of December 31, 2017 and December 31, 2016. The Company had a net loss during the year ended December 31, 2017 and the deferred tax asset has a full valuation against it. The Company is registered in the State of Colorado and is subject to the United States of America tax law. As of December 31, 2017, 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, 2017 and $0 at December 31, 2016. In addition, the Company owed the State of Colorado $0 in 2017 and $0 at December 31, 2016. As the Company generated a loss from operations in the year ended December 31, 2017 the Company did not recognize any additional tax expense. |
16. Subsequent Events
16. Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | During January 2018, the warrants that were approved by the Board on June 3, 2017 and issued on June 19, 2017 were all exercised during January of 2018. All of these warrants were exercised on a cashless basis at $1.445 per share. During February 2018, the Company also retired the outstanding debt to Joshua Haupt in the amount of $58,280. As of the filing date of this report, there are no other material subsequent events. |
2. Critical Accounting Polici24
2. Critical Accounting Policies and Estimates (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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 (current and non-current) | Other assets (current and non-current): |
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 $4,805,318 in expenses for stock-based compensation to employees and consultants during the twelve months ended December 31, 2017 . |
Income taxes | Income taxes: |
Management fee contracts | Management fee contracts: 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. From April 1, 2017 to September 30, 2017 the Company has agreed to manage the acquirees through a management fee agreement whereby all cash collected was recognized as other income and all cash expenses were direct costs of the project. As of March 31, 2017, the management contract resulted in cash collections of approximately $100,000 and cash expenditures of approximately $170,000 resulting in a net loss of $70,257 which was presented on a net basis as a loss in the other income portion of the Company’s income statement. As of April 1, 2017, the Company’s consolidated financial statements included these two entities. |
5. Property and Equipment (Tabl
5. Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment table | December 31, 2017 December 31, 2016 Furniture & Fixtures $ 107,945 $ 11,526 Marketing Display 36,900 42,681 Vehicles 6,000 – Office Equipment 81,240 10,838 $ 232,085 $ 65,045 Less: Accumulated Depreciation (82,038 ) (22,919 ) $ 150,047 $ 42,126 |
Schedule of property and equipment useful lives | Furniture & Fixtures 3 years Marketing Display 3 years Vehicles 3 years Office Equipment 3 years |
6. Intangible Asset (Tables)
6. Intangible Asset (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
License Agreement | December 31, 2017 December 31, 2016 License Agreement $ 5,300 $ 5,300 Product License and Registration 57,300 – Trade Secret - IP 32,500 – $ 95,100 $ 5,300 Less: accumulated amortization (7,388 ) (1,592 ) $ 87,712 $ 3,708 |
13. Commitments and Concentra27
13. Commitments and Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future operating lease obligation | Office Lease – Denver, Colorado 2018 fiscal year $ 154,174 2019 fiscal year 171,000 2020 fiscal year 29,000 Office and Warehouse Lease – Denver, Colorado th 2018 fiscal year $ 118,528 2019 fiscal year 121,728 2020 fiscal year 124,928 |
14. Warrants (Tables)
14. Warrants (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Schedule of warrant activity | Number of shares Exercise Price Balance as of January 1, 2017 – – Warrants issued 2,000,000 $ 1.445 Warrants issued 1,500,566 $ 1.33 Warrants exercised – – Balance as of December 31, 2017 3,500,566 |
1. Liquidity and Capital Reso29
1. Liquidity and Capital Resources (Details Narrative) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash and cash equivalents | $ 748,715 | $ 351,524 | $ 262,146 |
2. Critical Accounting Polici30
2. Critical Accounting Policies and Estimates (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accounts receivable | $ 487,062 | $ 25,000 |
Accounts receivable written off | 0 | |
Available for sale securities, fair value | 0 | 13,998 |
Short term note receivable, face value | 250,000 | |
Short term note receivable, reserved balance | 102,906 | |
Other assets | 57,319 | 27,479 |
Accounts payable | 278,428 | 0 |
Other liabilities | 56,495 | 175 |
Advertising and marketing expense | 183,782 | 311,522 |
Stock based compensation expense | 4,805,318 | $ 627,200 |
Prepaid Registrations [Member] | ||
Other assets | 26,056 | |
Security Deposits [Member] | ||
Other assets | 24,500 | |
Prepaid Inventory [Member] | ||
Other assets | 6,763 | |
Customer Deposits [Member] | ||
Other liabilities | 19,700 | |
Deferred Rent Expense [Member] | ||
Other liabilities | $ 36,795 |
4. Stockholders' Equity (Detail
4. Stockholders' Equity (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | |
Stock issued upon conversion of convertible notes, value | $ 787,938 | |||
Stock issued for services, value | $ 164,000 | |||
Stock issued for acquisitions, shares | 9,479,388 | |||
Common Stock | July 28, 2017 [Member] | ||||
Stock issued for services, shares issued | 34,533 | |||
Stock price | $ 1.39 | $ 1.39 | ||
Common Stock | August 29, 2017 [Member] | ||||
Stock issued for services, shares issued | 100,000 | |||
Stock price | 1.16 | $ 1.16 | ||
Success Nutrients and Pono Publications [Member] | ||||
Stock issued for acquisitions, shares | 7,000,000 | |||
Denver Consulting Group [Member] | ||||
Stock issued for acquisitions, shares | 2,258,065 | |||
Various Individuals [Member] | December 21, 2017 [Member] | ||||
Compensation expense | $ 161,000 | |||
Stock issued for services, shares issued | 100,000 | |||
Stock price | 1.61 | $ 1.61 | ||
Three Individuals [Member] | ||||
Warrants issued | 2,000,000 | |||
Private Investor [Member] | August 20, 2017 [Member] | ||||
Stock price | 1.0665 | $ 1.0665 | ||
Stock issued new, shares | 937,647 | |||
Private Investor [Member] | December 31, 2017 [Member] | ||||
Stock price | 1.0665 | $ 1.0665 | ||
Stock issued new, shares | 93,765 | |||
Andy Williams [Member] | September 20, 2017 [Member] | ||||
Stock price | 1.0665 | $ 1.0665 | ||
Stock issued new, shares | 25,000 | |||
Brett Roper [Member] | September 20, 2017 [Member] | ||||
Stock price | 1.0665 | $ 1.0665 | ||
Stock issued new, shares | 30,000 | |||
Three Private Investors [Member] | December 31, 2017 [Member] | ||||
Stock price | $ 1.0665 | $ 1.0665 | ||
Stock issued new, shares | 10,500 | |||
2017 Qualified Incentive Plan [Member] | Various Individuals [Member] | ||||
Compensation expense | $ 2,380,000 | |||
Stock issued for services, shares issued | 1,400,000 | |||
Conversion of convertible notes [Member] | ||||
Stock issued upon conversion of convertible notes, shares | 401,909 | 44,151 | 145,587 | |
Stock issued upon conversion of convertible notes, value | $ 424,310 | $ 60,000 | $ 254,777 |
5. Property and Equipment (Deta
5. Property and Equipment (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Property and Equipment, gross | $ 232,085 | $ 65,045 |
Less: Accumulated Depreciation | (82,038) | (22,919) |
Property and equipment, net | 150,047 | 42,126 |
Furniture and Fixtures [Member] | ||
Property and Equipment, gross | 107,945 | 11,526 |
Marketing Display [Member] | ||
Property and Equipment, gross | 36,900 | 42,681 |
Vehicles [Member] | ||
Property and Equipment, gross | 6,000 | 0 |
Office Equipment [Member] | ||
Property and Equipment, gross | $ 81,240 | $ 10,838 |
5. Property and Equipment (De33
5. Property and Equipment (Details - Expected life) | 12 Months Ended |
Dec. 31, 2017 | |
Furniture and Fixtures [Member] | |
Estimated useful life | 3 years |
Marketing Display [Member] | |
Estimated useful life | 3 years |
Vehicles [Member] | |
Estimated useful life | 3 years |
Office Equipment [Member] | |
Estimated useful life | 3 years |
5. Property and Equipment (De34
5. Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 59,117 | $ 16,833 |
6. Intangible Asset (Details)
6. Intangible Asset (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Intangible assets, gross | $ 95,100 | $ 5,300 |
Less: accumulated amortization | (7,388) | (1,592) |
Intangible assets, net | 87,712 | 3,708 |
License Agreement [Member] | ||
Intangible assets, gross | 5,300 | 5,300 |
Product License and Registration [Member] | ||
Intangible assets, gross | 57,300 | 0 |
Trade Secret [Member] | ||
Intangible assets, gross | $ 32,500 | $ 0 |
6. Intangible Asset (Details Na
6. Intangible Asset (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 4,620 | $ 532 |
7. Convertible Notes and Deri37
7. Convertible Notes and Derivative Liability (Details - Derivative liability) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Proceeds from convertible debt | $ 810,000 | |
Convertible note balance | $ 294,002 | $ 0 |
8. Related Party Transactions (
8. Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue from related parties | $ 532,222 | $ 0 |
Super Farm LLC [Member] | ||
Revenue from related parties | 207,827 | |
Accounts receivable from related parties | 7,519 | |
Cost of sales from related parties | 104,259 | |
De Best [Member] | ||
Revenue from related parties | 72,585 | |
Accounts receivable from related parties | 6,404 | |
Cost of sales from related parties | 37,830 | |
Medicine Man Denver [Member] | ||
Revenue from related parties | 242,720 | |
Accounts receivable from related parties | 6,960 | |
Cost of sales from related parties | 121,360 | |
Josh Haupt [Member] | ||
Accounts payable to related party | 7,013 | |
Andy Williams [Member] | ||
Accounts payable to related party | $ 100,000 | |
Stock issued for cash, shares | 25,000 | |
Stock price | $ 1.0665 | |
Brett Roper [Member] | ||
Accounts payable to related party | $ 44,084 | |
Stock issued for cash, shares | 30,000 | |
Stock price | $ 1.0665 | |
Future Vision [Member] | ||
Revenue from related parties | $ 11,738 | |
Accounts receivable from related parties | 4,836 | |
Accounts payable to related party | 4,080 | |
Med Pharm Holdings [Member] | ||
Revenue from related parties | 4,495 | |
Cost of sales from related parties | $ 1,498 |
9. Goodwill and Acquisition A39
9. Goodwill and Acquisition Accounting (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Stock issued for acquisition, shares | 9,479,388 | |
Goodwill | $ 9,304,306 | $ 0 |
Success Nutrients and Pono Publications [Member] | ||
Stock issued for acquisition, shares | 7,000,000 | |
Goodwill | $ 6,301,080 | |
Denver Consulting Group [Member] | ||
Stock issued for acquisition, shares | 2,258,065 | |
Goodwill | $ 3,003,226 |
10. Net Income (Loss) per Sha40
10. Net Income (Loss) per Share (Details Narrative) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings per share attributable to common shareholders: | ||
Basic and diluted earnings/(loss) per share | $ 0.23 | $ (0.14) |
11. Inventory (Details Narrativ
11. Inventory (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | ||
Finished goods inventory | $ 106,091 | $ 0 |
Inventory obsolescence | $ 0 |
12. Note Payable (Details Narra
12. Note Payable (Details Narrative) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Josh Haupt [Member] | ||
Note payable | $ 58,280 | $ 0 |
13. Commitments and Concentra43
13. Commitments and Concentrations (Details) | Dec. 31, 2017USD ($) |
Office Lease [Member] | |
Future operating lease commitment, 2018 | $ 154,174 |
Future operating lease commitment, 2019 | 171,000 |
Future operating lease commitment, 2020 | 29,000 |
Office and Warehouse Lease [Member] | |
Future operating lease commitment, 2018 | 118,528 |
Future operating lease commitment, 2019 | $ 121,728 |
13. Commitments and Concentra44
13. Commitments and Concentrations (Details Narrative) | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Deferred rent expense | $ 36,796 |
14. Warrants (Details)
14. Warrants (Details) - Warrants [Member] | 12 Months Ended |
Dec. 31, 2017shares | |
Warrants outstanding, beginning balance | 0 |
Warrants issued | 3,500,566 |
Settlements | 0 |
Warrants outstanding, ending balance | 3,500,566 |
14. Warrants (Details Narrative
14. Warrants (Details Narrative) - Warrants [Member] | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Warrants issued | 3,500,566 |
PPM [Member] | |
Warrants issued | 1,500,566 |
Warrant exercise price | $ / shares | $ 1.33 |
Warrant expiration date | Mar. 17, 2019 |
Warrants exercised | 0 |
Three Employees [Member] | |
Warrants issued | 2,000,000 |
Warrant exercise price | $ / shares | $ 1.445 |
Warrant expiration date | Dec. 31, 2019 |
Warrants exercised | 0 |
Stock based compensation | $ | $ 2,100,318 |
15. Tax Provision (Details Narr
15. Tax Provision (Details Narrative) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Internal Revenue Service (IRS) [Member] | ||
Income tax liability | $ 0 | $ 0 |
State of Colorado [Member] | ||
Income tax liability | $ 0 | $ 0 |