Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2015 | Sep. 22, 2015 | Dec. 31, 2014 | |
Document and Entity Information | |||
Entity Registrant Name | GROW CONDOS, INC. | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2015 | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,448,558 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Common Stock, Shares Outstanding | 44,780,879 | ||
Entity Public Float | $ 9,124,782 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Incorporation, Date of Incorporation | Oct. 22, 1999 | ||
Trading Symbol | grwc |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Current Assets | ||
Cash and cash equivalents | $ 42,747 | $ 155,153 |
Lease receivables | 1,161 | 950 |
Prepaid expenses | 5,450 | 404 |
Total Current Assets | 49,358 | 156,507 |
Property and Equipment, net | 1,257,368 | 1,201,850 |
Deposits | 8,618 | 818 |
Total Assets | 1,315,344 | 1,359,175 |
Current Liabilities | ||
Accounts payable, trade | 70,036 | 35,851 |
Accrued liabilities | 112,058 | 13,506 |
Mortgages payable, current portion | 31,303 | 29,841 |
Total Current Liabilities | 213,397 | 79,198 |
Mortgages payable, less current portion | 967,054 | 997,948 |
Customer deposits | 4,900 | 3,600 |
Deferred option revenue | 21,400 | 3,900 |
Total Liabilities | $ 1,206,751 | $ 1,084,646 |
Shareholder's Equity | ||
Preferred stock, $.001par value, 5,000,000 shares authorized none issued or outstanding | ||
Common stock, $.001 par value, 45,000,000 shares authorized 41,698,479 and 41,435,709 shares issued and outstanding | $ 41,665 | $ 41,436 |
Additional paid-in capital | 11,507,455 | 11,422,282 |
Accumulated deficit | (11,440,527) | (11,189,189) |
Total Shareholder's Equity | 108,593 | 274,529 |
Total Liabilities and Shockholder's Equity | $ 1,315,344 | $ 1,359,175 |
CONSOLIDATED BALANCE SHEETS (PA
CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - $ / shares | Jun. 30, 2015 | Jun. 30, 2014 |
Statement Of Financial Position | ||
Common Stock, par or stated value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 45,000,000 | 45,000,000 |
Common Stock, shares issued | 41,698,479 | 41,435,709 |
Common Stock, shares outstanding | 41,698,479 | 41,435,709 |
Preferred Stock, par or stated value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | ||
Preferred Stock, shares outstanding |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement | ||
Rental revenues | $ 54,998 | $ 11,750 |
Total revenues | 54,998 | 11,750 |
Operating expenses | 256,979 | 927,361 |
Impairment of goodwill | 10,266,365 | |
Gain/(Loss) from operations | (201,981) | (11,181,976) |
Interest expense | 49,357 | 7,213 |
Loss before provision for income taxes | $ (251,338) | $ (11,189,189) |
Provision for income taxes | ||
Net income/(loss) | $ (251,338) | $ (11,189,189) |
Net loss per common share: | ||
Basic and diluted | $ 0.01 | $ 0.61 |
Weighted average common shares; basic and diluted | 38,927,178 | 18,461,343 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDER EQUITY - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Equity Balance, beginning of period, Value at Sep. 08, 2013 | ||||
Equity Balance, beginning of period, Shares at Sep. 08, 2013 | ||||
Founding contributed capital and debt forgiveness, Value | $ 18,369 | $ 142,662 | ||
Founding contributed capital and debt forgiveness, Shares | 18,369,000 | |||
Common Stock for cash and debt forgiveness, Value | $ 204 | 99,796 | ||
Common Stock for cash and debt forgiveness, Shares | 204,082 | |||
Common Stock for services, Value | $ 1,837 | 898,253 | ||
Common Stock for services, Shares | 1,836,918 | |||
Shares issued in reverse acquisition, Value | $ 21,026 | 10,281,571 | $ 10,302,597 | |
Shares issued in reverse acquisition, Shares | 21,025,709 | |||
Net loss | $ (11,189,189) | $ (11,189,189) | ||
Warrants Exercised for Common Stock, Shares | 0 | |||
Equity Balance, end of period, Value at Jun. 30, 2014 | $ 41,436 | 11,422,282 | (11,189,189) | $ 274,529 |
Equity Balance, end of period, Shares at Jun. 30, 2014 | 41,435,709 | |||
Founding contributed capital and debt forgiveness, Shares | 18,369,000 | |||
Net loss | (251,338) | (251,338) | ||
Warrants Exercised for Common Stock, Value | $ 229 | 85,173 | 85,402 | |
Warrants Exercised for Common Stock, Shares | 262,770 | |||
Equity Balance, end of period, Value at Jun. 30, 2015 | $ 41,665 | $ 11,507,455 | $ (11,440,527) | $ 108,593 |
Equity Balance, end of period, Shares at Jun. 30, 2015 | 41,698,479 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (251,338) | $ (11,189,189) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 27,872 | 20,043 |
Stock issued for services | 900,090 | |
Impairment of goodwill | 10,266,365 | |
Changes in assets and liabilities: | ||
Deposits | (7,800) | |
Lease receivable | (211) | (950) |
Prepaids | (5,046) | (404) |
Accounts payable | 34,975 | 3,805 |
Accrued expenses | (7,238) | 3,842 |
Security deposit | 1,300 | 3,600 |
Deferred options revenue | 17,500 | 3,900 |
Net cash used by operating activities | (189,986) | 11,102 |
Cash flows from investing activities: | ||
Purchase of property and improvements | (83,390) | (294,946) |
Cash acquired in reverse acquitition | 76,774 | |
Net cash used by investing activities | (83,390) | (218,172) |
Cash flows from financing activities: | ||
Proceeds from stockholders' loans | 105,000 | 292,128 |
Repayments of stockholders' loans | (81,097) | |
Repayments of mortgage | (29,420) | (18,808) |
Proceeds from mortgages | 120,000 | |
Sale of common stock | 50,000 | |
Exercise of warrants | 85,390 | |
Net cash provided by financing activities | 160,970 | 362,223 |
Net increase (decrease) in cash and cash equivalents | (112,406) | 155,153 |
Cash and cash equivalents at beginning of period | 155,153 | |
Cash and cash equivalents at end of period | 42,747 | 155,153 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for : Interest | 49,357 | 3,371 |
Cash paid during the period for : Taxes | $ 7,551 | |
Supplemental disclosure of non-cash investing and financing items | ||
Building purchase and assumption of mortgage | 926,597 | |
Stockholders' loans converted to equity | $ 211,031 |
Note 1 - Summary of Significant
Note 1 - Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2015 | |
Notes | |
Note 1 - Summary of Significant Accounting Policies | NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Operations Grow Condos, Inc. (GCI or the Company) GCI (f/k/a Fanatic Fans Inc. and Calibrus, Inc.) was incorporated on October 22, 1999, in the State of Nevada. Recently, GCI through Fanatic Fans Inc. had made a decision to focus on its Social Networking operations which includes Fanatic Fans, a mobile smartphone application centered around live sporting and entertainment events, and JabberMonkey, a social expression website centered around gathering public opinion on current events. Then Fanatic Fans Inc. management decided to combine operations with WCS Enterprises, LLC (WCS). Our subsidiary, WCS is an Oregon limited liability company which was formed on September 9, 2013. WCS is a real estate purchaser, developer and manager of specific use industrial properties providing Condo style turn-key aeroponic grow facilities to support cannabis farmers. WCS intends to own, lease, sell and manage multi-tenant properties so as to reduce the risk of ownership and reduce costs to tenants and owners. On June 30, 2014, GCI entered into a definitive agreement (the Agreement) with the members of WCS for the acquisition of all of the outstanding membership interests of WCS in exchange for 20,410,000 restricted shares of GCIs common stock. The shares were issued to a total of three persons pursuant to the exemption from registration set forth in Section 4(2) of the Securities Act of 1933. In connection with the Agreement, one member of WCS gained control of GCI by virtue of his stock ownership in the Company received in the acquisition. This member acquired 18,369,000 shares of GCI common stock on June 30, 2014, in exchange for his ownership share of WCS. The shares received under the Agreement gave this member effective control of GCI by virtue of holding approximately 44% of GCIs voting stock. In addition, on June 30, 2014, the GCI CEO, President and CFO resigned and the WCS officers were appointed to fill these position by the board of directors of GCI. In total, the WCS members hold 51.67% of the post-acquisition common stock of GCI and GCIs officers are the former officers of WCS, making the transaction a reverse acquisition. As of the consummation of the transaction on June 30, 2014, the financial statements of WCS are consolidated with the financial statements of GCI under the name of GCI but the financial statements are the continuation of WCS with the adjustment to reflect the legal capital of GCI. The assets and liabilities of WCS are measured at their pre-combination carrying amounts and the assets and liabilities of GCI are accounted for at fair value as required under the purchase method of accounting under a reverse acquisition. The results of operations of GCI (formerly Fanatic Fans, Inc. f/k/a Calibrus, Inc.) are included in the consolidated financial statements from the closing date of the acquisition. Basis of Presentation The accompanying consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States (GAAP), and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Consolidation These consolidated financial statements include the accounts of Grow Condos, Inc., and its wholly-owned subsidiary, WCS. All significant intercompany accounting transactions have been eliminated as a result of consolidation. Operating Segments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing the performance of the segment. Given the nature of the reverse acquisition consummated on June 30, 2014 with WCS, the financial statements represent the operating activities of WCS for the period from the date of inception (September 9, 2013) to June 30, 2014 and primarily the operating assets of WCS, which operates as one segment. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We believe that it is at least reasonably possible that the effect on the financial statements of a condition, situation, or set of circumstances that existed at the date of the financial statements will change in the near term due to one or more future confirming events and the effect of the change would be material to the financial statements. Significant estimates include, but are not limited to, the estimate of the allowance for doubtful accounts, equity compensation, allocation of purchase price for acquired assets, and depreciable lives of long lived assets. Cash and Cash Equivalents For financial accounting purposes, cash and cash equivalents are considered to be all highly liquid investments with a maturity of three (3) months or less at the time of purchase. Lease Receivables Lease receivables are recognized when rents are due, and for the straight-line adjustment to rents over the term of the lease less an allowance for expected uncollectible amounts. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates including, among others, the customer's willingness or ability to pay, the Company's compliance with lease terms, the effect of general economic conditions and the ongoing relationship with the customer. Accounts with outstanding balances longer than the payment terms are considered past due. We do not charge interest on past due balances. The Company writes off lease receivables when it determines that they have become uncollectible after all reasonable collection efforts have been made. If we record bad debt expense, the amount is reflected as a component of operating expenses in the statements of operations. As of June 30, 2015, an allowance for doubtful accounts was recorded in the amount of $ 2,861.00. Investment In and Valuation of Real Estate Assets Real estate assets are stated at cost, less accumulated depreciation and amortization. Amounts capitalized to real estate assets consist of the cost of acquisition (excluding acquisition related expenses), construction costs, and mortgage interest during the period the facilities are under construction and prior to readiness for occupancy, and any tenant improvements, major improvements and betterments that extend the useful life of the real estate assets and leasing costs. All repairs and maintenance are expensed as incurred. The Company is required to make subjective assessments as to the useful lives of its depreciable assets. The Company considers the period of future benefit of each respective asset to determine the appropriate useful life of the assets. Real estate assets, other than land, are depreciated on a straight-line basis over the estimated useful life of the asset. The estimated useful lives of the Companys real estate assets by class are generally as follows: Land Indefinite Buildings 40 years Tenant improvements Lesser of useful life or lease term Intangible lease assets Lease term Allocation of Purchase Price of Real Assets Upon the acquisition of real properties, we allocate the purchase price of such properties to acquired tangible assets, consisting of land, buildings, improvements, and identified intangible assets and liabilities, consisting of the value of above market and below market leases and the value of in-place leases, based in each case on their respective fair values. We may utilize independent appraisals to assist in the determination of the fair values of the tangible assets of an acquired property (which includes land and building). The information available to our management, is used in estimating the amount of the purchase price that is allocated to land. Other information, such as building value and market rents, is used by our management in estimating the allocation of purchase price to the building and to intangible lease assets and liabilities. If an appraisal firm is used, the firm would have no involvement in managements allocation decisions other than providing this market information. The fair values of above market and below market lease values are recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (1) the contractual amounts to be paid pursuant to the in-place leases and (2) an estimate of fair market lease rates for the corresponding in-place leases, which will generally be obtained from independent appraisals, measured over a period equal to the remaining non-cancelable term of the lease including any bargain renewal periods, with respect to a below market lease. The above market and below market lease values are capitalized as intangible lease assets or liabilities, respectively. Above market lease values are amortized as a reduction to rental income over the remaining terms of the respective leases. Below market lease values are amortized as an increase to rental income over the remaining terms of the respective leases, including any bargain renewal periods. In considering whether or not we will expect a tenant to execute a bargain renewal option, we will evaluate economic factors and certain qualitative factors at the time of acquisition, such as the financial strength of the tenant, remaining lease term, the tenant mix of the leased property, our relationship with the tenant and the availability of competing tenant space. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of above market or below market lease values relating to that lease would be recorded as an adjustment to rental income in the period of termination. The fair values of in-place leases include estimates of direct costs associated with obtaining a new tenant and opportunity costs associated with lost rental and other property income, which are avoided by acquiring a property with an in-place lease. Direct costs associated with obtaining a new tenant include commissions and other direct costs and are estimated in part by utilizing information obtained from independent appraisals and managements consideration of current market costs to execute a similar lease. The intangible values of opportunity costs are calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease. The building acquired in 2013 had no leases in place as of the date of acquisition; therefore, the entire amount of the fair value of the mortgage assumed was allocated to land and buildings. The improvements made by us for the current tenants were capitalized to building improvements. We estimate the fair value of assumed mortgage notes payable based upon indications of current market pricing for similar types of debt financing with similar maturities. Assumed mortgage notes payable will initially be recorded at their estimated fair value as of the assumption date, and any difference between such estimated fair value and the mortgage notes outstanding principal balance will be amortized to interest expense over the term of the respective mortgage note payable. The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of our purchase price, which could impact our results of operations. Capitalized Interest The Company capitalizes interest costs to buildings on expenditures made in connection with construction projects for buildings that are not subject to current depreciation. Interest is capitalized only for the period that activities are in progress to bring these facilities to their intended use. The Company capitalized $39,286 of mortgage interest during the period of the build out of our current facility. Interest capitalization ceased and depreciation began when the facility was available for rent. Revenue Recognition We recognize revenue only when all of the following criteria have been met: persuasive evidence of an arrangement exists; use of the real property has taken place or services have been rendered; the fee for the arrangement is fixed or determinable; and collectability is reasonably assured. Persuasive Evidence of an Arrangement Use of the Real Property or Services Have Been Performed The Fee for the Arrangement is Fixed or Determinable Collectability Is Reasonably Assured Our real property lease agreements, which are governed by the laws of the state of Oregon, usually are non-cancellable and range from six to thirty-six months with a cash security deposit and personal guarantee required. We account for our leases in accordance with Accounting Standard Codification (ASC) Topic 840, Leases Future minimum lease payments to be received under non-cancelable real property leases are as follows as of June 30, 2014 for the fiscal year ending in: 2016 $36,900 2017 29,700 2018 42,000 Total $108,600 Properties may have leases where minimum rental payments increase during the term of the lease. We record rental income for the full term of each lease on a straight-line basis. When we acquire a property, the terms of existing leases are considered to commence as of the acquisition date for the purpose of this calculation. We defer the recognition of contingent rental income, such as percentage rents, until the specific target that triggers the contingent rental income is achieved. Expected reimbursements from tenants for recoverable real estate taxes and operating expenses are included in tenant reimbursement income in the period when such costs are incurred. Advertising Costs Advertising costs are expensed as incurred. Advertising expense was de minimis for the fiscal year ended June 30, 2015. Fair Value of Financial Instruments We adopted ASC Topic 820 for financial instruments measured at fair value on a recurring basis. ASC Topic 820 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of lease receivables, accounts payable, accrued liabilities, and mortgages payable approximate fair value given their short term nature or effective interest rates, which constitutes level three inputs. Business Combinations We account for an acquisition of a business in accordance with ASC Topic 805, Business Combinations The following table summarizes the aggregate consideration paid for the reverse acquisition of WCS, and the amounts of the GCI assets acquired and liabilities assumed at the fair value on the acquisition date: Consideration: Equity instruments (21,025,709 common shares of the Company) issued 10,302,597 Fair value of total consideration transferred $10,302,597 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $76,774 Property, plant, and equipment 350 Deposits 818 Accounts payable and accrued liabilities assumed (41,710) Total identifiable net liabilities 36,232 Goodwill 10,266,365 Total purchase price allocated $10,302,597 Impairment of Long-Lived Assets We do not amortize goodwill; however, we annually, or whenever there is an indication that goodwill may be impaired, evaluate qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step quantitative goodwill impairment test. The Company measures the carrying amount of the asset against the estimated discounted future cash flows associated with it. Should the sum of the expected future net discounted cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the assets exceeds implied fair value. Our test of goodwill impairment includes assessing qualitative factors and the use of judgment in evaluating economic conditions, industry and market conditions, cost factors, and entity-specific events, as well as overall financial performance. Based on our analysis as of June 30, 2014, the Company recorded goodwill impairment in the amount of $10,266,365. Any future increases in fair value would not result in an adjustment to the impairment loss that was recorded in our consolidated financial statements. We analyze intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. We review the amortization method and period at least at each balance sheet date. The effects of any revision are recorded to operations when the change arises. We recognize impairment when the estimated undiscounted cash flow generated by those assets is less than the carrying amounts of such assets. The amount of impairment is the excess of the carrying amount over the fair value of such assets. Income Taxes The Company files income tax returns in the U.S. federal jurisdiction and the State of Oregon. The Company is subject to federal, state and local income tax examinations by tax authorities for approximately the past three years, or in some instances longer periods. Deferred income taxes are provided using the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Net deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the net deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates at the date of enactment. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured, if any, is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interests and penalties associated with unrecognized tax benefits, if any, are classified as additional income taxes in the statement of operations. During the period from inception (September 9, 2013) through June 30, 2015, there were no interest or penalties incurred related to income taxes. The Company is no longer subject to U.S. federal, state, or non-U.S. income tax examinations by tax authorities for tax years before 2010, except that earlier years can be examined for the sole purpose of challenging the net operating loss carry-forwards arising in those years. Earnings per Share Basic earnings per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity, using the treasury stock method for stock options and warrants and the if-converted method for convertible debt. The following table shows the amounts used in computing basic and diluted net loss per share. For the period ended June 30, 2014 all potentially dilutive securities are anti-dilutive due to the Companys loss from operations. June 30, 2015 Net loss $(251,338) Weighted average number of common shares used in basic earnings per share 38,927,178 Effect of dilutive securities: Stock options - Stock warrants - Weighted average number of common shares and dilutive potential common stock used in diluted loss per share 38,927,178 All dilutive common stock equivalents are reflected in our net loss per share calculations. Anti-dilutive common stock equivalents are not included in our loss per share calculations. At June 30, 2015, the Company had no outstanding options. Stock-Based Compensation The Company has no stock-based compensation plans in place at the present time. Going Concern The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company operates within an industry that is illegal under federal law, has yet to achieve profitable operations, has a significant accumulated deficit and is dependent on our ability to raise capital from stockholders or other sources to sustain operations and ultimately achieve viable profitable operations. As reported in these consolidated financial statements, the Company has not yet achieved profitable operations and has an accumulated deficit of $11,440,527, which we have determined raises substantial doubt about the Companys ability to continue as a going concern. Further, marijuana remains illegal under federal law as a schedule-I controlled substance, even in those jurisdictions in which the use of medical or recreational marijuana has been legalized at the state level. A change in the federal attitude towards enforcement could cripple the industry. The medical and recreational marijuana industry is our primary target market, and if this industry was unable to operate, we would be subject to all potential remedies under federal law and lose the majority of our potential clients, which would have a negative impact on our business, operations and financial condition. The ability of the Company to continue as a going concern is dependent on our ability to raise adequate capital to fund operating losses until we are able to engage in profitable business operations and the continuation of the current regulatory and enforcement environment. To the extent financing is not available, the Company may not be able to, or may be delayed in, developing our services and meeting our obligations. Managements plans to address these matters include maintaining an awareness of the current regulatory and enforcement environment, controlling costs, evaluating our projected expenditures relative to our available cash and evaluating additional means of financing in order to satisfy our working capital and other cash requirements. The accompanying consolidated financial statements do not reflect any adjustments that might result from the outcome of these uncertainties. Recently Issued Accounting Pronouncements In 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates (ASU) 2014-15, Presentation of Financial Statements Going Concern Development Stage Entities In May 2014, the FASB issued new accounting guidance related to revenue recognition. This new standard will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. This guidance will be effective for the Company beginning July 1, 2017 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. We are evaluating the impact of adopting this new accounting standard on our consolidated financial statements. |
Note 2 - Property and Equipment
Note 2 - Property and Equipment, Net | 12 Months Ended |
Jun. 30, 2015 | |
Notes | |
Note 2 - Property and Equipment, Net | NOTE 2 PROPERTY AND EQUIPMENT, NET Property and improvements consisted of the following as of June 30, 2015: Buildings and improvements $1,149,707 Land 155,576 1,305,283 Less: accumulated depreciation (47,915) $1,257,368 After the building was available for its intended use, and through June 30, 2015, $47,915 of depreciation expense was recorded. |
Note 3 - Concentrations of Risk
Note 3 - Concentrations of Risk | 12 Months Ended |
Jun. 30, 2015 | |
Notes | |
Note 3 - Concentrations of Risk | NOTE 3 CONCENTRATIONS OF RISK The Company maintains cash and cash equivalents at various financial institutions. Deposits not to exceed $250,000 at each financial institution are insured by the Federal Deposit Insurance Corporation. At June 30, 2014, the Company had no uninsured cash and cash equivalents |
Note 4 - Mortgages Payable
Note 4 - Mortgages Payable | 12 Months Ended |
Jun. 30, 2015 | |
Notes | |
Note 4 - Mortgages Payable | NOTE 4 MORTGAGES PAYABLE As of June 30, 2015, we had two mortgages payable, both to the Peoples Bank of Commerce in Medford, Oregon, secured by all of our land, buildings and improvements. The mortgages payable were comprised of the following: Bank term loan, prime rate plus 1.75%, currently 5%, P&I payments of $5,946 due monthly, balloon payment of $802,294 due June 28, 2018, secured by property $884,910 Bank term loan, prime rate plus 3.00%, currently 6.25%, P&I payments of $833 due monthly, balloon payment of $104,329 due October 15, 2018, secured by property 113,446 Less: current portion (31,303) $967,054 Future maturities of long term debt are as follows as of June 30, 2015 for the fiscal year ending in: 2016 31,302 2017 33,588 2018 828,678 2019 104,788 Total $998,356 |
Note 5 - Income Taxes
Note 5 - Income Taxes | 12 Months Ended |
Jun. 30, 2015 | |
Notes | |
Note 5 - Income Taxes | NOTE 5 INCOME TAXES At June 30,2015, deferred tax assets consist of the following: Current portion: Net operating loss carryforwards $3,171,000 3,171,000 Less: valuation allowance (3,171,000) Deferred tax asset-current portion $- Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, uncertainties exist that some portion or all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. As of June 30, 2015, the Company has net federal operating loss carry forwards of approximately $7.5 million and state net operating loss carry forwards of approximately $4.75 million. The Company has established a valuation allowance as of June 30, 2015in the approximate amount of $3,171,000. The valuation allowance is equal to the full amount of the net deferred tax asset due primarily to the uncertainty of the utilization of operating losses in future periods. Internal Revenue Code Section 382 limits the ability to utilize net operating losses if a 50% change in ownership occurs over a three year period. Given the acquisition of WCS, such limitation of the net operating losses may have occurred, which the Company has not fully analyzed at this time as the deferred tax asset is fully reserved. The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state statutory income tax rates to pretax income from operations for the period from the date of inception (September 9, 2013) to June 30, 2015 due to the following: Federal Tax Benefit at Statutory Rates $3,800,000 State Tax Benefit at Statutory Rates 560,000 Permanent difference - goodwill not recognized in tax free reorginization (4,354,000) Valuation Allowance Adjustment (6,000) Net Deferred Tax Benefit $- |
Note 6 - Commitments and Contin
Note 6 - Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2015 | |
Notes | |
Note 6 - Commitments and Contingencies | NOTE 6 - COMMITMENTS AND CONTINGENCIES Litigation In the ordinary course of business, the Company may become subject to litigation or claims. The Company is not aware of any pending legal proceedings of which the outcome is reasonably possible to have a material effect on its results of operations, financial condition or liquidity. Liability Insurance In connection with the ownership and operation of real estate, the Company potentially may be liable for costs and damages related to environmental matters. In addition, the Company may acquire certain properties that are subject to environmental remediation. The Company carries environmental liability insurance on its properties that will provide limited coverage for remediation liability and pollution liability for third-party bodily injury and property damage claims. The Company is not aware of any environmental matters which it believes are reasonably possible to have a material effect on its results of operations, financial condition or liquidity. Operating Leases There are no operating leases as of June 30, 2015. |
Note 7 - Stockholders' Equity
Note 7 - Stockholders' Equity | 12 Months Ended |
Jun. 30, 2015 | |
Notes | |
Note 7 - Stockholders' Equity | NOTE 7 STOCKHOLDERS EQUITY Common Stock Below is a summary of transactions that occurred with GCI prior to the acquisition of WCS. The Common Stock activity described below is included in the shares issued in reverse acquisition in the statement of changes in stockholders equity. Between April 13, 2014 and June 25, 2014, the Company sold an aggregate of 2,019,307 shares of common stock at $0.325 per share. Between May 31, 2014 and June 25, 2014, the Company issued an aggregate of 23,952 shares of common stock related to the exercise of warrants for total proceeds of $7,784. The exercise price of each warrant was $0.325. On June 26, 2014, the Company issued an aggregate of 1,615,385 shares to officers and directors of the Company as bonuses. The shares were valued at $0.50 per share the trading price of the shares on June 26, 2014. On June 27, 2014, the Company issued an aggregate of 1,000,000 shares for the retirement of $250,000 of related party notes payable of GCI. On June 30, 2014 the Company issued 497,495 shares for the settlement of $161,686 in accounts payable to two vendors. The shares were valued at $0.325 per share. During the period ended June 30, 2014, the Company issued an aggregate of 858,489 shares for the conversion of $279,009 in notes payable and accrued interest related to those notes. The conversion price of the debt and interest was $0.325 per share. On June 27, 2014, WCS issued an aggregate of 10% of its membership equity to two members for $100,000 in cash and conversion of debt to equity which is included in the Common Stock for cash and debt forgiveness in the statement of changes in stockholders equity. As a result of the Companys reverse acquisition of GCI, the shares issued for the 10% membership interest in connection with the acquisition of WCS were valued based on the quoted market price of GCI as of the date of the share issuance, which resulted in compensatory expense of $900,090. Compensation expense was determined in accordance with ASC 505 subtopic 50, Equity-Based Payments to Non-Employees During the fiscal year ended June 30, 2015, the Company issued an aggregate of 245,170 common shares to a total of 15 persons. Warrants At June 30, 2014, the Company had 910,636 warrants outstanding to purchase common stock. The warrants are convertible into one share of common stock at prices ranging between $0.325 and $0.50 per share. As of June 30, 2014, all 910,636 warrants were exercisable. During the six month period ended June 30, 2014, the Company extended the maturity dates of 420,000 warrants that were set to expire at various times during the period. Between May 31, 2014 and June 25, 2014, the Company issued an aggregate of 23,952 shares of common stock related to the exercise of warrants for total proceeds of $7,784. The exercise price of each warrant was $0.325. Weighted Average Remaining Aggregate Number of Weighted Average Contractual Term Intrinsic Warrants Exercise Price (in years) Value Outstanding at September 9, 2013 942,088 0.36 Granted - - Exercised (23,952) 0.33 Forfeited (7,500) 0.33 Outstanding at June 30, 2014 910,636 $0.35 0.34 $127,489 Exercisable at June 30, 2014 910,636 $0.35 0.34 $127,489 Options The Company had adopted two Stock Option Plans, the 2001 Non-Qualified Stock Option Plan and the 2001 Incentive Stock Option Plan. During the year ended December 31, 2010 the Company increased the number of options available for grant under the 2001 Incentive Stock Option Plan by 550,000 options. Under the 2001 Non-Qualified Plan, the Company may grant options for up to 2,850,000 shares of common stock. The maximum term of the options is five years, and they vested at various times according to the Option Agreements. Under the 2001 Incentive Stock Option Plan, the Company may grant options for up to 2,000,000 shares of common stock. The maximum term of the options is five years and they vested at various times according to the Option Agreements. Both of the above mentioned plans have expired and no further options are available for grant. In July 2012 the Board of Directors adopted the 2012 Stock Option and Restricted Stock Plan and the shareholders approved it in August 2012. Under such Plan, the Company has 3,000,000 shares available for future grants. The Company has made no grants under the Plan. The following is a table of activity for all options granted under these Plans: Weighted Average Weighted Remaining Aggregate Number of Average Contractual Intrinsic Options Exercise Price Term (in years) Value Options outstanding at September 9, 2013 1,795,000 0.79 Granted - - Exercised - - Forfeited - - Options outstanding at June 30, 2014 1,795,000 $0.79 1 $- Options exercisable at June 30, 2014 1,795,000 $0.79 1 $- |
Note 8 - Related Party Transact
Note 8 - Related Party Transactions | 12 Months Ended |
Jun. 30, 2015 | |
Notes | |
Note 8 - Related Party Transactions | NOTE 8 RELATED PARTY TRANSACTIONS The Chief Executive Officer (CEO) and Chief Financial Officer, who are siblings, provided services and the use of their facilities to the Company at no costs to the Company since our inception. Please see additional discussion of related party transactions described in the notes above. Our CEO, through an entity that he controls, has entered into a lease for 7,500 square feet of space in our facility. The lease term begins once tenant improvements are completed and the premises are occupied, and continues for a period of 36 months. The lease agreement requires no rental payments for the first 12 months of the lease and rental payments of $54,000 per year for the second and third year of the lease. The lease term has not begun as of June 30, 2015 and no revenue associated with this lease has been recorded in the accompanying financial statements. |
Note 9 - Subsequent Events
Note 9 - Subsequent Events | 12 Months Ended |
Jun. 30, 2015 | |
Notes | |
Note 9 - Subsequent Events | NOTE 9 SUBSEQUENT EVENTS After June 30, 2015, the Company issued 3,100,000 shares of Common Stock to Dan Rogers for his tenure serving on the Board of Directors and to Joann Cleckner, CFO for her tenure as CFO, Secretary and Treasurer of the Corporation. Jeff Holmes resigned effective August 7, 2015 as a Director and Chairman of the Board. Daniel Rogers resigned effective September 23, 2015 as a Director. Pursuant to Section 3.11(a) of the By Laws, the Board appointed David Tobias as a Director effective September 25, 2015. The company was awarded a judgment in Small Claims Court of Jackson County against a former lessee. The cash award was for repair of damages to the unit when it was abandoned. The former lessee appears to be judgment proof and the probability of collection is slight. Effective September 17, 2015 Semple, Marchal and Cooper, LLC (SMC) agreed to sever their business relationship with both WCS Enterprise, LLC and Grow Condos, Inc. At that time there was an outstanding balance of approximately $71,469.00 due to SMC which SMC has agreed to liquidate upon the issuance of 900,000 shares of common stock by Grow Condos, Inc. to SMC. As of October 14, 2015 the shares have yet to be issued as Grow Condos is in the process of increasing the total amount of common shares to 100,000,000. On October 6, 2015 The United States Securities and Exchange Commission accepted Grow Condos, Inc. Form 14-C filing. The purpose of the filing was to give notice of an amendment to the articles of incorporation to set the number of authorized shares of capital stock to 100,000,000 common shares and 10,000,000 preferred shares. Additionally to give notice of the approval of a reverse stock split of all our authorized and outstanding common stock at a ratio of 1-for-20 to be effected on a date within one year of the date of the mailing hereof as determined by the Board of Directors with all fractional shares to be rounded up to the next whole number. |
Note 1 - Summary of Significa16
Note 1 - Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2015 | |
Policies | |
Organization and Operations | Organization and Operations Grow Condos, Inc. (GCI or the Company) GCI (f/k/a Fanatic Fans Inc. and Calibrus, Inc.) was incorporated on October 22, 1999, in the State of Nevada. Recently, GCI through Fanatic Fans Inc. had made a decision to focus on its Social Networking operations which includes Fanatic Fans, a mobile smartphone application centered around live sporting and entertainment events, and JabberMonkey, a social expression website centered around gathering public opinion on current events. Then Fanatic Fans Inc. management decided to combine operations with WCS Enterprises, LLC (WCS). Our subsidiary, WCS is an Oregon limited liability company which was formed on September 9, 2013. WCS is a real estate purchaser, developer and manager of specific use industrial properties providing Condo style turn-key aeroponic grow facilities to support cannabis farmers. WCS intends to own, lease, sell and manage multi-tenant properties so as to reduce the risk of ownership and reduce costs to tenants and owners. On June 30, 2014, GCI entered into a definitive agreement (the Agreement) with the members of WCS for the acquisition of all of the outstanding membership interests of WCS in exchange for 20,410,000 restricted shares of GCIs common stock. The shares were issued to a total of three persons pursuant to the exemption from registration set forth in Section 4(2) of the Securities Act of 1933. In connection with the Agreement, one member of WCS gained control of GCI by virtue of his stock ownership in the Company received in the acquisition. This member acquired 18,369,000 shares of GCI common stock on June 30, 2014, in exchange for his ownership share of WCS. The shares received under the Agreement gave this member effective control of GCI by virtue of holding approximately 44% of GCIs voting stock. In addition, on June 30, 2014, the GCI CEO, President and CFO resigned and the WCS officers were appointed to fill these position by the board of directors of GCI. In total, the WCS members hold 51.67% of the post-acquisition common stock of GCI and GCIs officers are the former officers of WCS, making the transaction a reverse acquisition. As of the consummation of the transaction on June 30, 2014, the financial statements of WCS are consolidated with the financial statements of GCI under the name of GCI but the financial statements are the continuation of WCS with the adjustment to reflect the legal capital of GCI. The assets and liabilities of WCS are measured at their pre-combination carrying amounts and the assets and liabilities of GCI are accounted for at fair value as required under the purchase method of accounting under a reverse acquisition. The results of operations of GCI (formerly Fanatic Fans, Inc. f/k/a Calibrus, Inc.) are included in the consolidated financial statements from the closing date of the acquisition. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States (GAAP), and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). |
Consolidation | Consolidation These consolidated financial statements include the accounts of Grow Condos, Inc., and its wholly-owned subsidiary, WCS. All significant intercompany accounting transactions have been eliminated as a result of consolidation. |
Operating Segments | Operating Segments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing the performance of the segment. Given the nature of the reverse acquisition consummated on June 30, 2014 with WCS, the financial statements represent the operating activities of WCS for the period from the date of inception (September 9, 2013) to June 30, 2014 and primarily the operating assets of WCS, which operates as one segment. |
Estimates | Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We believe that it is at least reasonably possible that the effect on the financial statements of a condition, situation, or set of circumstances that existed at the date of the financial statements will change in the near term due to one or more future confirming events and the effect of the change would be material to the financial statements. Significant estimates include, but are not limited to, the estimate of the allowance for doubtful accounts, equity compensation, allocation of purchase price for acquired assets, and depreciable lives of long lived assets. |
Cash and Cash Equivalents | Cash and Cash Equivalents For financial accounting purposes, cash and cash equivalents are considered to be all highly liquid investments with a maturity of three (3) months or less at the time of purchase. |
Lease Receivables | Lease Receivables Lease receivables are recognized when rents are due, and for the straight-line adjustment to rents over the term of the lease less an allowance for expected uncollectible amounts. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates including, among others, the customer's willingness or ability to pay, the Company's compliance with lease terms, the effect of general economic conditions and the ongoing relationship with the customer. Accounts with outstanding balances longer than the payment terms are considered past due. We do not charge interest on past due balances. The Company writes off lease receivables when it determines that they have become uncollectible after all reasonable collection efforts have been made. If we record bad debt expense, the amount is reflected as a component of operating expenses in the statements of operations. As of June 30, 2015, an allowance for doubtful accounts was recorded in the amount of $ 2,861.00. |
Investment in and Valuation of Real Estate Assets | Investment In and Valuation of Real Estate Assets Real estate assets are stated at cost, less accumulated depreciation and amortization. Amounts capitalized to real estate assets consist of the cost of acquisition (excluding acquisition related expenses), construction costs, and mortgage interest during the period the facilities are under construction and prior to readiness for occupancy, and any tenant improvements, major improvements and betterments that extend the useful life of the real estate assets and leasing costs. All repairs and maintenance are expensed as incurred. The Company is required to make subjective assessments as to the useful lives of its depreciable assets. The Company considers the period of future benefit of each respective asset to determine the appropriate useful life of the assets. Real estate assets, other than land, are depreciated on a straight-line basis over the estimated useful life of the asset. The estimated useful lives of the Companys real estate assets by class are generally as follows: Land Indefinite Buildings 40 years Tenant improvements Lesser of useful life or lease term Intangible lease assets Lease term |
Allocation of Purchase Price of Real Assets | Allocation of Purchase Price of Real Assets Upon the acquisition of real properties, we allocate the purchase price of such properties to acquired tangible assets, consisting of land, buildings, improvements, and identified intangible assets and liabilities, consisting of the value of above market and below market leases and the value of in-place leases, based in each case on their respective fair values. We may utilize independent appraisals to assist in the determination of the fair values of the tangible assets of an acquired property (which includes land and building). The information available to our management, is used in estimating the amount of the purchase price that is allocated to land. Other information, such as building value and market rents, is used by our management in estimating the allocation of purchase price to the building and to intangible lease assets and liabilities. If an appraisal firm is used, the firm would have no involvement in managements allocation decisions other than providing this market information. The fair values of above market and below market lease values are recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (1) the contractual amounts to be paid pursuant to the in-place leases and (2) an estimate of fair market lease rates for the corresponding in-place leases, which will generally be obtained from independent appraisals, measured over a period equal to the remaining non-cancelable term of the lease including any bargain renewal periods, with respect to a below market lease. The above market and below market lease values are capitalized as intangible lease assets or liabilities, respectively. Above market lease values are amortized as a reduction to rental income over the remaining terms of the respective leases. Below market lease values are amortized as an increase to rental income over the remaining terms of the respective leases, including any bargain renewal periods. In considering whether or not we will expect a tenant to execute a bargain renewal option, we will evaluate economic factors and certain qualitative factors at the time of acquisition, such as the financial strength of the tenant, remaining lease term, the tenant mix of the leased property, our relationship with the tenant and the availability of competing tenant space. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of above market or below market lease values relating to that lease would be recorded as an adjustment to rental income in the period of termination. The fair values of in-place leases include estimates of direct costs associated with obtaining a new tenant and opportunity costs associated with lost rental and other property income, which are avoided by acquiring a property with an in-place lease. Direct costs associated with obtaining a new tenant include commissions and other direct costs and are estimated in part by utilizing information obtained from independent appraisals and managements consideration of current market costs to execute a similar lease. The intangible values of opportunity costs are calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease. The building acquired in 2013 had no leases in place as of the date of acquisition; therefore, the entire amount of the fair value of the mortgage assumed was allocated to land and buildings. The improvements made by us for the current tenants were capitalized to building improvements. We estimate the fair value of assumed mortgage notes payable based upon indications of current market pricing for similar types of debt financing with similar maturities. Assumed mortgage notes payable will initially be recorded at their estimated fair value as of the assumption date, and any difference between such estimated fair value and the mortgage notes outstanding principal balance will be amortized to interest expense over the term of the respective mortgage note payable. The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of our purchase price, which could impact our results of operations. |
Capitalized Interest | Capitalized Interest The Company capitalizes interest costs to buildings on expenditures made in connection with construction projects for buildings that are not subject to current depreciation. Interest is capitalized only for the period that activities are in progress to bring these facilities to their intended use. The Company capitalized $39,286 of mortgage interest during the period of the build out of our current facility. Interest capitalization ceased and depreciation began when the facility was available for rent. |
Revenue Recognition | Revenue Recognition We recognize revenue only when all of the following criteria have been met: persuasive evidence of an arrangement exists; use of the real property has taken place or services have been rendered; the fee for the arrangement is fixed or determinable; and collectability is reasonably assured. Persuasive Evidence of an Arrangement Use of the Real Property or Services Have Been Performed The Fee for the Arrangement is Fixed or Determinable Collectability Is Reasonably Assured Our real property lease agreements, which are governed by the laws of the state of Oregon, usually are non-cancellable and range from six to thirty-six months with a cash security deposit and personal guarantee required. We account for our leases in accordance with Accounting Standard Codification (ASC) Topic 840, Leases Future minimum lease payments to be received under non-cancelable real property leases are as follows as of June 30, 2014 for the fiscal year ending in: 2016 $36,900 2017 29,700 2018 42,000 Total $108,600 Properties may have leases where minimum rental payments increase during the term of the lease. We record rental income for the full term of each lease on a straight-line basis. When we acquire a property, the terms of existing leases are considered to commence as of the acquisition date for the purpose of this calculation. We defer the recognition of contingent rental income, such as percentage rents, until the specific target that triggers the contingent rental income is achieved. Expected reimbursements from tenants for recoverable real estate taxes and operating expenses are included in tenant reimbursement income in the period when such costs are incurred. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising expense was de minimis for the fiscal year ended June 30, 2015. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We adopted ASC Topic 820 for financial instruments measured at fair value on a recurring basis. ASC Topic 820 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of lease receivables, accounts payable, accrued liabilities, and mortgages payable approximate fair value given their short term nature or effective interest rates, which constitutes level three inputs. |
Business Combinations | Business Combinations We account for an acquisition of a business in accordance with ASC Topic 805, Business Combinations The following table summarizes the aggregate consideration paid for the reverse acquisition of WCS, and the amounts of the GCI assets acquired and liabilities assumed at the fair value on the acquisition date: Consideration: Equity instruments (21,025,709 common shares of the Company) issued 10,302,597 Fair value of total consideration transferred $10,302,597 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $76,774 Property, plant, and equipment 350 Deposits 818 Accounts payable and accrued liabilities assumed (41,710) Total identifiable net liabilities 36,232 Goodwill 10,266,365 Total purchase price allocated $10,302,597 |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets We do not amortize goodwill; however, we annually, or whenever there is an indication that goodwill may be impaired, evaluate qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step quantitative goodwill impairment test. The Company measures the carrying amount of the asset against the estimated discounted future cash flows associated with it. Should the sum of the expected future net discounted cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the assets exceeds implied fair value. Our test of goodwill impairment includes assessing qualitative factors and the use of judgment in evaluating economic conditions, industry and market conditions, cost factors, and entity-specific events, as well as overall financial performance. Based on our analysis as of June 30, 2014, the Company recorded goodwill impairment in the amount of $10,266,365. Any future increases in fair value would not result in an adjustment to the impairment loss that was recorded in our consolidated financial statements. We analyze intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. We review the amortization method and period at least at each balance sheet date. The effects of any revision are recorded to operations when the change arises. We recognize impairment when the estimated undiscounted cash flow generated by those assets is less than the carrying amounts of such assets. The amount of impairment is the excess of the carrying amount over the fair value of such assets. |
Income Taxes | Income Taxes The Company files income tax returns in the U.S. federal jurisdiction and the State of Oregon. The Company is subject to federal, state and local income tax examinations by tax authorities for approximately the past three years, or in some instances longer periods. Deferred income taxes are provided using the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Net deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the net deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates at the date of enactment. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured, if any, is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interests and penalties associated with unrecognized tax benefits, if any, are classified as additional income taxes in the statement of operations. During the period from inception (September 9, 2013) through June 30, 2015, there were no interest or penalties incurred related to income taxes. The Company is no longer subject to U.S. federal, state, or non-U.S. income tax examinations by tax authorities for tax years before 2010, except that earlier years can be examined for the sole purpose of challenging the net operating loss carry-forwards arising in those years. |
Earnings per Share | Earnings per Share Basic earnings per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity, using the treasury stock method for stock options and warrants and the if-converted method for convertible debt. The following table shows the amounts used in computing basic and diluted net loss per share. For the period ended June 30, 2014 all potentially dilutive securities are anti-dilutive due to the Companys loss from operations. June 30, 2015 Net loss $(251,338) Weighted average number of common shares used in basic earnings per share 38,927,178 Effect of dilutive securities: Stock options - Stock warrants - Weighted average number of common shares and dilutive potential common stock used in diluted loss per share 38,927,178 All dilutive common stock equivalents are reflected in our net loss per share calculations. Anti-dilutive common stock equivalents are not included in our loss per share calculations. At June 30, 2015, the Company had no outstanding options. |
Stock-based Compensation | Stock-Based Compensation The Company has no stock-based compensation plans in place at the present time. |
Going Concern | Going Concern The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company operates within an industry that is illegal under federal law, has yet to achieve profitable operations, has a significant accumulated deficit and is dependent on our ability to raise capital from stockholders or other sources to sustain operations and ultimately achieve viable profitable operations. As reported in these consolidated financial statements, the Company has not yet achieved profitable operations and has an accumulated deficit of $11,440,527, which we have determined raises substantial doubt about the Companys ability to continue as a going concern. Further, marijuana remains illegal under federal law as a schedule-I controlled substance, even in those jurisdictions in which the use of medical or recreational marijuana has been legalized at the state level. A change in the federal attitude towards enforcement could cripple the industry. The medical and recreational marijuana industry is our primary target market, and if this industry was unable to operate, we would be subject to all potential remedies under federal law and lose the majority of our potential clients, which would have a negative impact on our business, operations and financial condition. The ability of the Company to continue as a going concern is dependent on our ability to raise adequate capital to fund operating losses until we are able to engage in profitable business operations and the continuation of the current regulatory and enforcement environment. To the extent financing is not available, the Company may not be able to, or may be delayed in, developing our services and meeting our obligations. Managements plans to address these matters include maintaining an awareness of the current regulatory and enforcement environment, controlling costs, evaluating our projected expenditures relative to our available cash and evaluating additional means of financing in order to satisfy our working capital and other cash requirements. The accompanying consolidated financial statements do not reflect any adjustments that might result from the outcome of these uncertainties. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates (ASU) 2014-15, Presentation of Financial Statements Going Concern Development Stage Entities In May 2014, the FASB issued new accounting guidance related to revenue recognition. This new standard will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. This guidance will be effective for the Company beginning July 1, 2017 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. We are evaluating the impact of adopting this new accounting standard on our consolidated financial statements. |
Note 1 - Summary of Significa17
Note 1 - Summary of Significant Accounting Policies: Revenue Recognition: Schedule of Future Minimum Rental Payments for Operating Leases (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Tables/Schedules | |
Schedule of Future Minimum Rental Payments for Operating Leases | 2016 $36,900 2017 29,700 2018 42,000 Total $108,600 |
Note 1 - Summary of Significa18
Note 1 - Summary of Significant Accounting Policies: Business Combinations: Schedule of Consideration Paid for Reverse Acquisition of WCS (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Tables/Schedules | |
Schedule of Consideration Paid for Reverse Acquisition of WCS | Equity instruments (21,025,709 common shares of the Company) issued 10,302,597 Fair value of total consideration transferred $10,302,597 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $76,774 Property, plant, and equipment 350 Deposits 818 Accounts payable and accrued liabilities assumed (41,710) Total identifiable net liabilities 36,232 Goodwill 10,266,365 Total purchase price allocated $10,302,597 |
Note 1 - Summary of Significa19
Note 1 - Summary of Significant Accounting Policies: Earnings per Share: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Tables/Schedules | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | June 30, 2015 Net loss $(251,338) Weighted average number of common shares used in basic earnings per share 38,927,178 Effect of dilutive securities: Stock options - Stock warrants - Weighted average number of common shares and dilutive potential common stock used in diluted loss per share 38,927,178 |
Note 2 - Property and Equipme20
Note 2 - Property and Equipment, Net: Property and Improvements (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Tables/Schedules | |
Property and Improvements | Buildings and improvements $1,149,707 Land 155,576 1,305,283 Less: accumulated depreciation (47,915) $1,257,368 |
Note 4 - Mortgages Payable_ Sch
Note 4 - Mortgages Payable: Schedule of Mortgages Payable (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Tables/Schedules | |
Schedule of Mortgages Payable | Bank term loan, prime rate plus 1.75%, currently 5%, P&I payments of $5,946 due monthly, balloon payment of $802,294 due June 28, 2018, secured by property $884,910 Bank term loan, prime rate plus 3.00%, currently 6.25%, P&I payments of $833 due monthly, balloon payment of $104,329 due October 15, 2018, secured by property 113,446 Less: current portion (31,303) $967,054 |
Note 4 - Mortgages Payable_ S22
Note 4 - Mortgages Payable: Schedule of Maturities of Long-term Debt (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Tables/Schedules | |
Schedule of Maturities of Long-term Debt | 2016 31,302 2017 33,588 2018 828,678 2019 104,788 Total $998,356 |
Note 5 - Income Taxes_ Schedule
Note 5 - Income Taxes: Schedule of Deferred Tax Assets (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets | Current portion: Net operating loss carryforwards $3,171,000 3,171,000 Less: valuation allowance (3,171,000) Deferred tax asset-current portion $- |
Note 5 - Income Taxes_ Schedu24
Note 5 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Tables/Schedules | |
Schedule of Effective Income Tax Rate Reconciliation | Federal Tax Benefit at Statutory Rates $3,800,000 State Tax Benefit at Statutory Rates 560,000 Permanent difference - goodwill not recognized in tax free reorginization (4,354,000) Valuation Allowance Adjustment (6,000) Net Deferred Tax Benefit $- |
Note 7 - Stockholders' Equity_
Note 7 - Stockholders' Equity: Schedule of Share-based Compensation, Warrants, Activity (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Tables/Schedules | |
Schedule of Share-based Compensation, Warrants, Activity | Weighted Average Remaining Aggregate Number of Weighted Average Contractual Term Intrinsic Warrants Exercise Price (in years) Value Outstanding at September 9, 2013 942,088 0.36 Granted - - Exercised (23,952) 0.33 Forfeited (7,500) 0.33 Outstanding at June 30, 2014 910,636 $0.35 0.34 $127,489 Exercisable at June 30, 2014 910,636 $0.35 0.34 $127,489 |
Note 7 - Stockholders' Equity26
Note 7 - Stockholders' Equity: Schedule of Share-based Compensation, Stock Options, Activity (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Tables/Schedules | |
Schedule of Share-based Compensation, Stock Options, Activity | Weighted Average Weighted Remaining Aggregate Number of Average Contractual Intrinsic Options Exercise Price Term (in years) Value Options outstanding at September 9, 2013 1,795,000 0.79 Granted - - Exercised - - Forfeited - - Options outstanding at June 30, 2014 1,795,000 $0.79 1 $- Options exercisable at June 30, 2014 1,795,000 $0.79 1 $- |
Note 1 - Summary of Significa27
Note 1 - Summary of Significant Accounting Policies: Organization and Operations (Details) - shares | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Jun. 25, 2014 | Jun. 30, 2014 | Jun. 30, 2015 | |
Date of Incorporation | Oct. 22, 1999 | ||
Common Stock | |||
Shares issued in exhange of ownership share of WCS | 2,019,307 | 18,369,000 | 18,369,000 |
Note 1 - Summary of Significa28
Note 1 - Summary of Significant Accounting Policies: Investment in and Valuation of Real Estate Assets (Details) | 12 Months Ended |
Jun. 30, 2015 | |
Land | |
Property, Plant and Equipment, Estimated Useful Lives | Indefinite |
Building | |
Property, Plant and Equipment, Estimated Useful Lives | 40 years |
Leaseholds and Leasehold Improvements | |
Property, Plant and Equipment, Estimated Useful Lives | Lesser of useful life or lease term |
IntangibleLeaseAssetsMember | |
Property, Plant and Equipment, Estimated Useful Lives | Lease term |
Note 1 - Summary of Significa29
Note 1 - Summary of Significant Accounting Policies: Capitalized Interest (Details) | 12 Months Ended |
Jun. 30, 2015USD ($) | |
Details | |
Mortgage Interest Capitalized | $ 39,286 |
Note 1 - Summary of Significa30
Note 1 - Summary of Significant Accounting Policies: Revenue Recognition (Details) - USD ($) | 10 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Rental revenues | $ 54,998 | $ 11,750 | |
Forfeited Option Payments | |||
Rental revenues | $ 1,800 |
Note 1 - Summary of Significa31
Note 1 - Summary of Significant Accounting Policies: Revenue Recognition: Schedule of Future Minimum Rental Payments for Operating Leases (Details) | Jun. 30, 2015USD ($) |
Details | |
2,016 | $ 36,900 |
2,017 | 29,700 |
2,018 | 42,000 |
Total | $ 108,600 |
Note 1 - Summary of Significa32
Note 1 - Summary of Significant Accounting Policies: Business Combinations: Schedule of Consideration Paid for Reverse Acquisition of WCS (Details) | 10 Months Ended |
Jun. 30, 2014USD ($) | |
Details | |
Shares issued in reverse acquisition, Value | $ 10,302,597 |
Recognized amounts of identifiable assets acquired and liabilities assumed: | |
Cash | 76,774 |
Property, plant, and equipment | 350 |
Deposits | 818 |
Accounts payable and accrued liabilities assumed | (41,710) |
Total identifiable net liabilities | 36,232 |
Goodwill | 10,266,365 |
Total purchase price allocated | $ 10,302,597 |
Note 1 - Summary of Significa33
Note 1 - Summary of Significant Accounting Policies: Impairment of Long-lived Assets (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Jun. 30, 2014 | |
Impairment of goodwill | $ 10,266,365 | |
Common Stock | ||
Impairment of goodwill | $ 10,266,365 |
Note 1 - Summary of Significa34
Note 1 - Summary of Significant Accounting Policies: Earnings per Share: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - USD ($) | 10 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Details | |||
Net loss | $ (11,189,189) | $ (251,338) | $ (11,189,189) |
Weighted average number of common shares used in basic earnings per share | 38,927,178 | ||
Stock options | 0 | ||
Stock warrants | 0 | ||
Weighted average number of common shares and dilutive potential common stock used in diluted loss per share | 38,927,178 | 18,461,343 |
Note 1 - Summary of Significa35
Note 1 - Summary of Significant Accounting Policies: Going Concern (Details) - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Details | ||
Accumulated deficit | $ (11,440,527) | $ (11,189,189) |
Note 2 - Property and Equipme36
Note 2 - Property and Equipment, Net: Property and Improvements (Details) - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Details | ||
Buildings and improvements | $ 1,149,707 | |
Land | 155,576 | |
Property, Plant and Equipment, Gross | 1,305,283 | |
Less: accumulated depreciation* | (47,915) | |
Property, Plant and Equipment, Net, Total | $ 1,257,368 | $ 1,201,850 |
Note 2 - Property and Equipme37
Note 2 - Property and Equipment, Net (Details) | 12 Months Ended |
Jun. 30, 2015USD ($) | |
Details | |
Depreciation expense | $ 47,915 |
Note 3 - Concentrations of Ri38
Note 3 - Concentrations of Risk (Details) | Jun. 30, 2014USD ($) |
Details | |
Cash, Uninsured Amount | $ 0 |
Note 4 - Mortgages Payable_ S39
Note 4 - Mortgages Payable: Schedule of Mortgages Payable (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Total | $ 998,356 | |
Less: current portion | (31,303) | $ (29,841) |
Mortgages payable, less current portion | $ 967,054 | $ 997,948 |
Mortgages | ||
Mortgage Loans on Real Estate, Interest Rate | 5.00% | |
Debt Instrument, Periodic Payment | $ 5,946 | |
Total | $ 884,910 | |
Mortgages 2 | ||
Mortgage Loans on Real Estate, Interest Rate | 6.25% | |
Debt Instrument, Periodic Payment | $ 833 | |
Total | $ 113,446 |
Note 4 - Mortgages Payable_ S40
Note 4 - Mortgages Payable: Schedule of Maturities of Long-term Debt (Details) | Jun. 30, 2015USD ($) |
Details | |
2,016 | $ 31,302 |
2,017 | 33,588 |
2,018 | 828,678 |
2,019 | 104,788 |
Total | $ 998,356 |
Note 5 - Income Taxes_ Schedu41
Note 5 - Income Taxes: Schedule of Deferred Tax Assets (Details) | Jun. 30, 2015USD ($) |
Details | |
Net operating loss carryforwards | $ 3,171,000 |
Less: valuation allowance | (3,171,000) |
Deferred tax asset-current portion | $ 0 |
Note 5 - Income Taxes (Details)
Note 5 - Income Taxes (Details) | Jun. 30, 2015USD ($) |
Internal Revenue Service (IRS) | |
Operating Loss Carryforwards | $ 7,500,000 |
Less: valuation allowance | 3,171,000 |
State and Local Jurisdiction | |
Operating Loss Carryforwards | $ 4,750,000 |
Note 5 - Income Taxes_ Schedu43
Note 5 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Details | ||
Federal Tax Benefit at Statutory Rates | $ 3,800,000 | |
State Tax Benefit at Statutory Rates | 560,000 | |
Permanent difference - goodwill not recognized in tax free reorganization | (4,354,000) | |
Valuation Allowance Adjustment | $ (6,000) | |
Net Deferred Tax Benefit |
Note 7 - Stockholders' Equity (
Note 7 - Stockholders' Equity (Details) - USD ($) | Jun. 26, 2014 | Jun. 30, 2014 | Jun. 25, 2014 | Jun. 25, 2014 | Jun. 30, 2014 | Jun. 30, 2015 | Dec. 31, 2010 |
Warrants Exercised for Common Stock, Shares | 0 | ||||||
Warrants Exercised for Common Stock, Value | $ 7,784 | $ 85,402 | |||||
Share-based Compensation | $ 245,170 | ||||||
Class of Warrant, Outstanding | 910,636 | 910,636 | |||||
2001 Incentive Stock Option Plan | |||||||
Number of Additional Shares Authorized | 550,000 | ||||||
Number of Shares Authorized | 2,000,000 | ||||||
2001 Non-Qualified Stock Option Plan | |||||||
Number of Shares Authorized | 2,850,000 | ||||||
2012 Stock Option and Restricted Stock Plan | |||||||
Number of Shares Authorized | 3,000,000 | ||||||
WarrantExtensionsMember | |||||||
Class of Warrant, Outstanding | 420,000 | 420,000 | |||||
Minimum | |||||||
Exercise Price of Warrants | $ 0.325 | $ 0.325 | |||||
Maximum | |||||||
Exercise Price of Warrants | $ 0.50 | 0.50 | |||||
Conversion 1 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,000,000 | ||||||
Debt Conversion, Original Debt, Amount | $ 250,000 | ||||||
Conversion of Accounts Payable | |||||||
Debt Conversion, Original Debt, Amount | $ 161,686 | ||||||
Debt Instrument, Convertible, Conversion Price | $ 0.325 | 0.325 | |||||
Conversion 2 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 858,489 | ||||||
Debt Conversion, Original Debt, Amount | $ 279,009 | ||||||
Debt Instrument, Convertible, Conversion Price | $ 0.325 | $ 0.325 | |||||
Members | |||||||
Allocated Share-based Compensation Expense | $ 900,090 | ||||||
Common Stock | |||||||
Founding contributed capital and debt forgiveness, Shares | 2,019,307 | 18,369,000 | 18,369,000 | ||||
Share Price | $ 0.50 | $ 0.325 | $ 0.325 | ||||
Warrants Exercised for Common Stock, Shares | 23,952 | 262,770 | |||||
Warrants Exercised for Common Stock, Value | $ 7,784 | $ 229 | |||||
Common Stock for services, Shares | 1,836,918 | ||||||
Common Stock for cash and debt forgiveness, Value | $ 204 | ||||||
Common Stock | Conversion of Accounts Payable | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 497,495 | ||||||
Common Stock | Officers And Directors | |||||||
Common Stock for services, Shares | 1,615,385 | ||||||
Common Stock | Members | |||||||
Common Stock for cash and debt forgiveness, Value | $ 100,000 |
Note 7 - Stockholders' Equity45
Note 7 - Stockholders' Equity: Schedule of Share-based Compensation, Warrants, Activity (Details) | 10 Months Ended |
Jun. 30, 2014USD ($)$ / sharesshares | |
Details | |
Warrants, Outstanding Beginning Balance | shares | 942,088 |
Outstanding, Beginning Balance, Weighted Average Exercise Price | $ 0.36 |
Granted | shares | 0 |
Granted, Weighted Average Exercise Price | $ 0 |
Exercised | shares | (23,952) |
Exercised, Weighted Average Exercise Price | $ 0.33 |
Forfeited | shares | (7,500) |
Forfeited, Weighted Average Exercise Price | $ 0.33 |
Warrants, Outstanding, Ending Balance | shares | 910,636 |
Outstanding, Ending Balance, Weighted Average Exercise Price | $ 0.35 |
Outstanding, Weighted Average Remaining Contractual Life | 0.34 |
Outstanding, Intrinsic Value | $ | $ 127,489 |
Exercisable | 910,636 |
Exercisable, Weighted Average Exercise Price | $ 0.35 |
Exercisable, Weighted Average Remaining Contractual Life | 0.34 |
Exercisable, Intrinsic Value | $ | $ 127,489 |
Note 7 - Stockholders' Equity46
Note 7 - Stockholders' Equity: Schedule of Share-based Compensation, Stock Options, Activity (Details) | 10 Months Ended |
Jun. 30, 2014USD ($)$ / sharesshares | |
Details | |
Outstanding, Beginning Balance | 1,795,000 |
Outstanding, Beginning Balance, Weighted Average Exercise Price | $ / shares | $ 0.79 |
Granted | 0 |
Granted, Weighted Average Exercise Price | $ / shares | $ 0 |
Exercised | 0 |
Exercised, Weighted Average Exercise Price | $ / shares | $ 0 |
Forfeited | 0 |
Forfeited, Weighted Average Exercise Price | $ / shares | $ 0 |
Outstanding, Ending Balance | 1,795,000 |
Outstanding, Ending Balance, Weighted Average Exercise Price | $ / shares | $ 0.79 |
Outstanding, Weighted Average Remaining Term in Years | 1 year |
Outstanding, Aggregate Intrinsic Value | $ | $ 0 |
Exercisable | 1,795,000 |
Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.79 |
Exercisable, Weighted Average Remaining Term in Years | 1 year |
Exercisable, Aggregate Intrinsic Value | $ | $ 0 |
Note 8 - Related Party Transa47
Note 8 - Related Party Transactions (Details) | 12 Months Ended |
Jun. 30, 2015ft² | |
Area of Real Estate Property | 7,500 |
Chief Executive Officer | |
Description Leasing Arrangements, Operating Lease | The lease term begins once tenant improvements are completed and the premises are occupied, and continues for a period of 36 months. The lease agreement requires no rental payments for the first 12 months of the lease and rental payments of $54,000 per year for the second and third year of the lease |
Note 9 - Subsequent Events (Det
Note 9 - Subsequent Events (Details) - shares | Jun. 26, 2014 | Jun. 30, 2014 | Jun. 30, 2015 |
Common Stock | |||
Common Stock for services, Shares | 1,836,918 | ||
Common Stock | Officers And Directors | |||
Common Stock for services, Shares | 1,615,385 | ||
Subsequent Event | |||
Description of Changes to Articles of Incorporation | On October 6, 2015 The United States Securities and Exchange Commission accepted Grow Condos, Inc. Form 14-C filing. The purpose of the filing was to give notice of an amendment to the articles of incorporation to set the number of authorized shares of capital stock to 100,000,000 common shares and 10,000,000 preferred shares. Additionally to give notice of the approval of a reverse stock split of all our authorized and outstanding common stock at a ratio of 1-for-20 to be effected on a date within one year of the date of the mailing hereof as determined by the Board of Directors with all fractional shares to be rounded up to the next whole number. | ||
Subsequent Event | SmcMember | |||
Related Party Transaction, Description of Transaction | Effective September 17, 2015 Semple, Marchal and Cooper, LLC (SMC) agreed to sever their business relationship with both WCS Enterprise, LLC and Grow Condos, Inc. At that time there was an outstanding balance of approximately $71,469.00 due to SMC which SMC has agreed to liquidate upon the issuance of 900,000 shares of common stock by Grow Condos, Inc. to SMC. | ||
Subsequent Event | Common Stock | Officers And Directors | |||
Common Stock for services, Shares | 3,100,000 |