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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
 
(Mark One)
 
 
þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2013
 
OR
 
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _______________________ to _______________________
 
Commission file number:  000-54457
 
 ADVANCED CANNABIS SOLUTIONS, INC
(Exact name of registrant as specified in its charter)
 
COLORADO
 
20-8096131
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
4445 Northpark Drive, Suite 102, Colorado Springs, CO
 
80907
 (Address of principal executive offices) 
 
 (Zip Code)
 
Registrant's telephone number, including area code: (719) 590-1414
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Name of each exchange on which registered
Common Stock
   
 
Securities registered pursuant to Section 12(g) of the Act:
 
None
(Title of class)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o  No þ
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o   No þ
 
Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ   No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such filing). Yes þ  No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's  knowledge,  in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  o
Accelerated filer  o
   
Non-accelerated filer  o   (Do not check if a smaller reporting company)    
Smaller reporting company  þ
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act):  Yes o  No þ
 
The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the registrant’s common stock on March 31, 2013 was $-0- since a trading market did not begin until August 2013.  
 
As of April 15, 2014, the Registrant had 13,387,200 issued and outstanding shares of common stock.
 


 
 
 
 
 
Explanatory Note
 
The purpose of this Amendment No. 4 to the Company’s Report on Form 10–K/A for the fiscal year ended December 31, 2013 filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2014 and subsequently amended on April 22, 2014, April 29, 2014, and on June 23, 2014 (the “2013 K”), is to revise certain balances and disclosures relating to the Company’s conventional convertible debt and related debt discounts.  We revised the June 10-K as follows: (i) revised the Company’s balance sheet, statement of shareholders' equity and notes 2 and 7 to the financial statements in Item 8 to reflect a reclassification of conventional convertible debt discounts previously recorded as beneficial convertible features; (ii) added note 12, "Restatement of Prior Period Financial Statements" in Item 8; (iii) revised disclosure of certain balances within Item 7 to reflect the change identified in (i), as well as other minor changes. We also revised Item 9A to reflect the impact of this Amendment No. 4 as the Company concluded that those accounting and reporting errors constituted an additional deficiency in the Company's internal control over financial reporting as of December 31, 2013 and that its disclosure controls were not effective as of December 31, 2013.
 
This Amendment No. 4 speaks as of the original filing date of the Company’s initial 10–K, and does not reflect events that may have occurred subsequent to the original filing date, April 15, 2014.  This amendment should be read in conjunction with our other filings made with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended.
 
 
 

 
ADVANCED CANNABIS SOLUTIONS, INC.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2013
 
TABLE OF CONTENTS
 
PART I.  
 
Page
       
Item 1.
Business
 
3
Item 1A.  
Risk factors
 
6
Item 1B.
Unresolved Staff Comments
 
6
Item 2. 
Properties
 
6
Item 3.
Legal proceedings
 
6
Item 4.
Mine Safety Disclosures
 
6
       
PART II.
     
       
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
6
Item 6.
Selected Financial Data
 
7
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
7
Item 7A. 
Quantitative and Qualitative Disclosures about Market Risk
 
10
Item 8.       Financial Statements and Supplementary Data  
10
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
 
10
Item 9A.
Controls and Procedures
 
11
Item 9B.
Other Information
 
12
       
PART III
     
       
Item 10.
Directors, Executive Officers and Corporate Governance
 
12
Item 11.
Executive Compensation
 
13
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
14
Item 13.
Certain Relationships and Related Transactions and Director Independence
 
14
Item 14.
Principal Accounting Fees and Services 
 
14
       
PART IV
     
       
Item 15. 
Exhibits, Financial Statement Schedules
 
15
 
Signatures
   
 
 
 
2

 
 
PART I
 
ITEM 1.  BUSINESS
 
History
 
Advanced Cannabis Solutions, Inc. (“ACS”, “the Company” “we” or “us”) was incorporated in Colorado on November 12, 1987 under the name Promap Corporation. The Company wasoriginally formed to provide hard copy and digital format oil and gas production maps for the oil and gas industry in the United States and Canada.
 
On August 14, 2013, the Company acquired 94% of the issued and outstanding share capital of Advanced Cannabis Solutions (“ACS”) in exchange for 12,400,000 shares of its common stock. (“the Share Exchange Agreement”).
 
ACS was incorporated in Colorado on June 5, 2013. As a development-stage company, ACS plans to provide real estate leasing services to the regulated cannabis industry throughout the United States by purchasing real estate assets and leasing growing space and related facilities to licensed marijuana growers and dispensary owners for their operations.  In addition, ACS plans to provide a variety of ancillary services to the industry, including the development of a proprietary line of grow mediums and plant nutrient lines, product tracking technology, and comprehensive consulting services to current and future cannabis entrepreneurs.
 
While the Company planned to continue to provide energy mapping services on an ongoing basis as a non core activity for a short period of time, it was planned that the combined companies would focus on ACS’ business plan as its core activity and operate under the name Advanced Cannabis Solutions, Inc.  
 
In connection with the acquisition:
 
Robert Frichtel was appointed as a director and as our Principal Executive and Financial Officer;
 
Robert Lopesino was appointed as our Vice President;
 
Steven Tedesco and Robert Carrington, Jr., resigned as our officers and directors; and
 
We purchased 8,000,000 shares of common stock from a former officer and caused these shares to be returned to treasury and cancelled.
 
On October 1, 2013 we changed our name to Advanced Cannabis Solutions, Inc.; and
 
The Company changed its trading symbol to CANN.
 
Advanced Cannabis Solutions Corporation was formed in the state of Colorado on June 5, 2013.  Advanced Cannabis Solutions Corporation’s wholly owned subsidiary company, ACS Corp., was formed in the state of Colorado on June 6, 2013.  ACS Corp.’s wholly owned subsidiary company, ACS Colorado Corp., was formed in the state of Colorado on October 21, 2013.
 
On November 19, 2013 we acquired the remaining 6% of the share capital of Advanced Cannabis Solutions in exchange for 973,000 shares of our common stock.
 
 
3

 
 
On December 31, 2013 we sold our oil and gas mapping business to our former Chief Executive Officer in consideration for his agreement to assume all liabilities associated with the mapping business.
 
On December 31, 2013 we purchased a property in Pueblo County, Colorado for $452,753.  The property, which is located in a suburb of Pueblo, Colorado, consists of approximately three acres of land, a 5,000 square foot steel building, and a parking lot.
 
The purchase price was paid with cash of $280,000 and a promissory note in the principal amount of $170,000.   The note bears interest at 8.5% per year and is payable in monthly installments of principal and interest in the amount of $1,674.  All unpaid principal and interest is due December 31, 2018.
 
The property is zoned for growing marijuana and is leased to a medical marijuana grower until December 31, 2022.  The monthly rent on this property is:

Month (1)
   
Rent
1
   
0
2-6
  $
4,500
7-12
  $
15,492
13-18
  $
15,670
19-24
  $
9,031
25-36
  $
9,584
37-48
  $
9,396
49-60
  $
9,584
61-72
  $
9,775
73-84
  $
9,971
85-95
  $
10,170
96-_
  $
14,670
 
(1)  
Beginning January 1, 2014
 
In addition to the monthly rent, the tenant will pay all property taxes and insurance associated with the property.
 
We also agreed with the tenant to begin construction of an 8,000 sq. ft. light deprivation greenhouse on the property at a cost not to exceed $400,000.  Construction is to begin no later than June 25, 2014.  Depending on the availability of capital, we may construct up to five additional greenhouses on this property.
 
Once construction is completed, rent will increase by $100,000 annually for the duration of the lease.  During the construction phase, the tenant will pay us a discounted rent for the time required for the construction of the greenhouse.  Normal rent payments will commence once a final Certificate of Occupancy is issued.
 
We have identified four properties that are currently under review for purchase and leaseback to licensed marijuana growers in Colorado.  These projects include the purchase and leaseback of existing, currently operating facilities, as well as proposed new construction projects.  These opportunities are in Denver and Pueblo counties, Colorado and can be purchased/constructed for a cost amount  in the range of $750,000 to $5 million for each project.
 
Our future plans will be dependent upon our ability to raise the capital required to acquire properties.
 
 
4

 
 
Market Conditions
 
We plan to provide sophisticated services and solutions to the regulated cannabis industry throughout the United States by first acquiring, and then leasing, growing space and related facilities to licensed marijuana growers and dispensary owners for their operations.  Tenants will pay rent and other fees to us for the use of the properties, all in compliance with applicable local and state laws and regulations.  We plan to provide a variety of other services to the cannabis industry.
 
Our initial focus will be on opportunities within Colorado, which has allowed its citizens to use medical marijuana since 2000.
 
In Colorado, the market was expanded in January 2014 to include adult use, including visitors from other states.  Voters in Washington recently approved a ballot measure to legalize cannabis for adult use.  Many experts predict that other states will follow Colorado and Washington in enacting legislation or approving ballot measures that expand the permitted use of cannabis.
 
According to the Colorado Department of Revenue, Colorado’s marijuana industry reported $45 million in recreational and medical marijuana in sales in January 2014, putting marijuana sales on pace to exceed $540 million for the year ending December 31, 2014.
 
The national regulated marijuana market is estimated to be between $2 -$3 billion in 2014 and is expected to increase to $6 billion by 2018.
 
Government Regulation
 
Marijuana is a Schedule-I controlled substance and is illegal under federal law.  Even in those states in which the use of marijuana has been legalized, its use remains a violation of federal laws.
 
A Schedule I controlled substance is defined as a substance that has no currently accepted medical use in the United States, a lack of safety for use under medical supervision and a high potential for abuse.  If the federal government decides to enforce the Controlled Substances Act in Colorado with respect to marijuana, persons that are charged with distributing, possessing with intent to distribute, or growing marijuana could be subject to fines and terms of imprisonment, the maximum being life imprisonment and a $50 million fine.

As of April 15, 2014, 22 states and the District of Columbia allowed its citizens to use Medical Marijuana.  Additionally, voters in the states of Colorado and Washington approved ballot measures last November to legalize cannabis for adult use.  The state laws are in conflict with the federal Controlled Substances Act, which makes marijuana use and possession illegal on a national level. The Obama administration has effectively stated that it is not an efficient use of resources to direct law federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical marijuana.   However, there is no guarantee that the administration will not change its stated policy regarding the low-priority enforcement of federal laws.  Additionally, any new administration that follows could change this policy and decide to enforce the federal laws strongly.  Any such change in the federal government’s enforcement of current federal laws could cause significant financial damage to us.  While we do not intend to harvest, distribute or sell cannabis, we may be irreparably harmed by a change in enforcement by the Federal or state governments.

Despite the Obama administration’s statements, the Department of Justice has stated that it will continue to enforce the Controlled Substance Act with respect to marijuana in Colorado to prevent:
 
  
the distribution of marijuana to minors;
  
criminal enterprises, gangs and cartels receiving revenue from the sale of marijuana;
  
the diversion of marijuana from states where it is legal under state law to other states;
  
state-authorized marijuana activity from being used as a cover or pretext for the trafficking of other illegal drugs or other illegal activity;
  
violence and the use of firearms in the cultivation and distribution of marijuana;
  
driving while impaired and the exacerbation of other adverse public health consequences associated with marijuana use;
  
the growing of marijuana on public lands; and
  
marijuana possession or use on federal property.
 
 
5

 
 
General
 
Our offices are located at 4445 Northpark Drive, Suite 102, Colorado Springs, CO 80907.   We have executed a three year lease for this space beginning at $2,000 per month until March 2017.
 
As of April 15, 2014 we had four full time employees and one part time employee.
 
ITEM 1A.   RISK FACTORS
 
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.
 
ITEM 1B.   UNRESOLVED STAFF COMMENTS
 
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.
 
ITEM 2.    PROPERTIES
 
See Item 1 of this report.
 
ITEM 3.   LEGAL PROCEEDINGS
 
No legal proceedings are currently pending or threatened to the best of our knowledge and belief.
 
ITEM 4.   MINE SAFETY DISCLOSURES
 
Not applicable.
 
PART II
 
ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
 
 
6

 
 
Trading of our stock on the OTC Bulletin Board began on August 15, 2013, was suspended on March 28, 2014 due to a suspension of trading order issued by the Securities and Exchange Commission, and resumed on April 10, 2014. As of April 15, 2014, we were trading under the symbol “CANN” on an unsolicited basis in the over-the-counter markets.
 
Shown below is the range of high and low sales prices for our common stock as reported by the OTC Bulletin Board for the periods presented.  
 
Quarter Ended
 
High
   
Low
 
             
September 30, 2013
  $ 5.75     $ 1.60  
December 31, 2013   $ 4.10     $ 1.91  
  
As of April 15, 2014, the closing price of our common stock on the OTC Bulletin Board was $29.99.
 
As of April 15, 2014, we had 13,387,200 outstanding shares of common stock and 89 shareholders of record.  
 
Holders of our common stock are entitled to receive dividends as may be declared by the Board of Directors.  Our Board of Directors is not restricted from paying any dividends but is not obligated to declare a dividend.  No cash dividends have ever been declared and it is not anticipated that cash dividends will ever be paid.  We currently intend to retain any future earnings to finance future growth.  Any future determination to pay dividends will be at the discretion of the board of directors and will depend on our financial condition, results of operations, capital requirements and other factors the board of directors considers relevant.
 
Our Articles of Incorporation authorize our Board of Directors to issue up to 5,000,000 shares of preferred stock.  The provisions in the Articles of Incorporation relating to the preferred stock allow directors to issue preferred stock with multiple votes per share and dividend rights which would have priority over any dividends paid with respect to the holders of common stock.  The issuance of preferred stock with these rights may make the removal of management difficult even if the removal would be considered beneficial to shareholders generally, and will have the effect of limiting shareholder participation in certain transactions such as mergers or tender offers if these transactions are not favored by management.
 
ITEM 6.   SELECTED FINANCIAL DATA
 
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.
 
ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
We were incorporated on November 12, 1987 , in Colorado, under the name Promap Corporation.  Prior to December 2013, we made hard copy and digital format maps for the oil and gas industry.  During that period of time, most of our sales were to a Company controlled by our Chief Executive Officer On August 14, 2013, we acquired 94% of Advanced Cannabis Solutions Inc., a private Colorado corporation.  On November 19, 2013 , we acquired the remaining shares of Advanced Cannabis Solutions.
 
Our maps covered various geologic basins in numerous areas including:  Denver Basin, Powder River Basin, Michigan Basin, Williston Basin, Arkoma Basin, Illinois Basin, Cincinnati Arch, Uintah - Piceance Basins and The Nevada Basin.  We also provided maps of the North American Coal Basin and Coal Bed Methane Activity and North American Devonian - Mississippian Shale Map with detailed pipeline locations.  On December 31, 2013 , we sold our oil and gas mapping business to our former Chief Executive Officer in consideration for his agreement to assume all liabilities associated with the mapping business.
 
 
7

 
 
Since August 2013, our core activity has been to provide sophisticated services and solutions to the regulated cannabis industry throughout the United States by leasing growing space and related facilities to licensed marijuana growers and dispensary owners for their operations.  Tenants will pay rent and other fees to us for the use of the properties, all in compliance with applicable local and state laws and regulations.  Additionally, we plan to provide a variety of services to the marijuana industry.
 
Our initial focus will be on opportunities within Colorado, which has allowed its citizens to use medical marijuana since 2000. Voters in Colorado recently approved a ballot measure in November 2013 to legalize marijuana for recreational adult use.
 
The following discussion analyzes our financial condition and summarizes the results of operations for the period from inception (June 5, 2013) through December 31, 2013.  This discussion and analysis should be read in conjunction with our financial statements included as part of this prospectus.

While we do not intend to harvest, distribute or sell cannabis, we may be irreparably harmed by a change in enforcement by the Federal or state governments.
 
The acquisition of Advanced Cannabis Solutions was accounted for as a reverse acquisition and recapitalization using accounting principles applicable to reverse acquisition.  Under this type of accounting ACS is considered to have acquired us.  Consequently, ACS’ financial results are disclosed for the period of inception (June 5, 2013) through December 31, 2013, while our financial results have only been consolidated with those of ACS from August 14, 2013, forward.
 
Results of Operations
 
Period of inception (June 5, 2013) through December 31, 2013
 
The Company had no revenues for the period from inception through December 31, 2013.  This lack of revenue was primarily due to the development stage status of the Company.
 
Our general and administrative expenses were $53,265 for the period from inception to December 31, 2013. The expenses were related to travel, conference fees, and memberships.
 
Our payroll expenses were $108,588 for the period from inception to December 31, 2013.  These expenses consisted of two officers salaries and wages for a part-time administrative employee.
 
Our professional fees expenses were $391,132 for the period from inception to December 31, 2013.  These expenses included, among other minor expenses,  $86,854 of legal fees, $21,491 of accounting fees, and $256,175 of consulting fees related to the formation and start-up of the Company.  The consulting fees consisted of $64,000 paid to a contractor, who provided capital formation advice, and the balance was used for professional assistance in the formation of the company.
 
Our office expenses were $8,269 for the period from inception to December 31, 2013.  These expenses paid for our monthly rent and miscellaneous office supplies.
 
We had a loss on an option of $150,000 that we had acquired to purchase real estate in Boulder, Colorado.  The option expired, unexercised, and consequently we wrote off the full cost of the option.

 
8

 
 
Liquidity and Capital Resources
 
Our sources and (uses) of funds for the period from inception through December 31, 2013 are shown below:
 
Net cash provided by (used in) operations     (821,183 )
Purchase and cancellation of common stock     (100,000 )
Purchase of option to acquire real property     (150,000 )
Purchase of property     (282,753 )
Sale of common stock and warrants     985,400  
Sale of convertible notes     463,860  
 
In the period from June 5, 2013 (Inception) to December 31, 2013, the Company had raised net funding in the amount of $1,349,260 through the sale of stock and issuance of debt.  Of this amount, $432,753 was used to purchase real estate and an option to acquire property, and $488,192 was used to cover our operating losses.  At December 31, 2013, we had cash on hand of $427,436, other current assets of $2,244, and current liabilities of $ 48,568 .   Our continued operation as a company will depend on being able to raise additional capital in order to execute our business plan.
 
Going Concern
 
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred a loss since Inception (June 5, 2013) resulting in an accumulated deficit of $710,962 as of December 31, 2013 and further losses are anticipated in the development of its business.  Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.
 
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no guarantee that the Company will be successful in achieving these objectives .
 
Operating Activities
 
We used cash of $479,200 in respect of our continuing operations in the period from June 5, 2013 (inception) through December 31, 2013 to fund the costs associated with being a development stage company.
 
Investing Activities
 
During the year ended December 31, 2013, we paid $150,000 for an option (which has since expired) to acquire real estate in Boulder, Colorado, and cash of $282,753 to acquire a commercial property in Pueblo West, Colorado.
 
Financing Activities
 
During the period from June 5, 2013 (Inception) to December 31, 2013, we generated $1,349,260 from financing activities.
 
In June 2013 we issued 12,400,000 shares of common stock to founders for cash consideration of $12,400 or $0.001 per share.
 
In August 2013 we purchased 8,000,000 shares of our common stock from a former officer for $100,000 and caused these shares to be returned to treasury and cancelled.
 
During August and September 2013, we sold 973,000 units at a price of $1.00 per unit.  Each unit consisted of one share of our common stock and one Series A warrant.  Each Series A warrant entitles the holder to purchase one share of our common stock at a price of $10.00 per share.
 
During December 7, 2013 and January 2014 we sold convertible promissory notes in the principal amount of $2,135,000 to 34 accredited investors.  The notes bear interest at 12% per year, payable quarterly, mature on October 31, 2018 and are convertible into shares of our common stock, initially at a conversion price of $5.00 per share.  We paid commissions and other debt issuance expenses of $66,140.
 
On January 21, 2014 we signed an agreement with Full Circle Capital Corporation, a closed-end investment company. The agreement provides that Full Circle will initially provide $7.5 million to us in the form of Senior Secured Convertible Notes.
 
At least 95% of the loan proceeds will be used to acquire properties which we will lease to licensed marijuana growers.
 
Full Circle will provide us with the $7.5 million when:
 
  
Full Circle agrees on the location of property to be purchased;
  
The property’s appraised value is satisfactory to Full Circle;
  
A Phase I environmental inspection is completed to the satisfaction of Full Circle; and
  
We are able to provide a first priority lien on the property to Full Circle.
 
We can borrow an additional $22.5 million on terms acceptable to us and Full Circle.
 
 
9

 
 
Other than as disclosed above, we do not know of any:
 
  
Trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on our revenues or expenses.
 
  
Trends, demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, any material increase or decrease in liquidity; or
 
  
Significant changes in expected sources and uses of cash.
 
Contractual Obligations
 
The following shows our contractual obligations at December 31, 2013, which have been adjusted to reflect the convertible note we had in January 2014.
 
   
Amounts Due in
 
Description
 
Total
   
2014
   
2015
   
2016
   
2017
   
2018
   
Thereafter
 
12% convertible notes
  $ 530,000     -     -     -     -     $ 530,000     $ -  
Mortgage on Pueblo Building
  $ 236,173     $ 20,088     $ 20,088     $ 20,088     $ 20,088     $ 20,088     $ 135,733  
Office Rental
  $ 1,000     $ 1,000     $ -     $ -     $ -     $ -     $ -  
 
Critical Accounting Policies
 
See Note 2 to the financial statements included as part of this report for a description of our critical accounting policies and the potential impact of the adoption of any new accounting pronouncements.
 
Off-Balance Sheet Arrangements
 
We did not have any off-balance sheet arrangements that are reasonably likely to have a current or future material effect on our financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.
 
ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS
 
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the financial statements and accompanying notes included with this report.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
On September 24, 2013, Ronald R. Chadwick, P.C.  ("Chadwick") resigned as the Company's independent registered public accounting firm and we appointed Cutler & Co., LLC (“Cutler”) as our new independent registered public accounting firm.

See our 8-K Report filed on September 30, 2013 for more information concerning our change in accountants.
 
10

 
 
ITEM 9A.   CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. 
 
We carried out an evaluation under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2013, the end of the period covered by this report.  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses discussed below.
 
Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive officer and principal financial officer and effected by our board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:
 
  
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of us
 
  
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures of are being made only in accordance with authorizations of our management and directors; and
 
  
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
 
­Because of our inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework.
 
The Company restated its consolidated financial statements and other financial information for the period from June 5, 2013 (Inception) to December 31, 2013 and, as a result of the Company’s determination that the original accounting for certain of its convertible note offerings failed to inappropriately recognized a beneficial conversion features for debt discounts relating to our conventional convertible debt. See the accompanying Notes to the 2013 consolidated financial statements for more information.
 
In connection with the restatement our Chief Executive Officer and Chief Financial Officer considered the effect of the error on the adequacy of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K for the period from June 5, 2013 (Inception) to December 31, 2013. A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 5), or combination of control deficiencies, that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following material weaknesses which have caused management to conclude that, as of December 31, 2013, our disclosure controls and procedures were not effective at the reasonable assurance level:
 
1.  
We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
 
2.  
We had not effectively implemented comprehensive entity-level internal controls.
 
3.  
We did not implement financial controls that were properly designed to meet the control objectives or address all risks of the processes or the applicable assertions of the significant accounts.
 
4.  
Due to material weaknesses identified at our entity level controls we did not test whether our financial activity level controls or our information technology general controls were operating sufficiently to identify a deficiency, or combination of deficiencies, that may result in a reasonable possibility that a material misstatement of the consolidated financial statements would not be prevented or detected on a timely basis. 
 
 
 
11

 
Remediation of Material Weaknesses
 
While management believes that the Company’s financial statements previously filed in the Company’s SEC reports have been properly recorded and disclosed in accordance with US  GAAP, based on the control deficiencies identified above, we have designed and plan to implement, or in some cases have already implemented, the specific remediation initiatives described below:
 
  
We are in the process of further enhancing our internal finance and accounting organizational structure, which includes hiring additional resources.
 
  
We are in the process of further enhancing the supervisory procedures to include additional levels of analysis and quality control reviews within the accounting and financial reporting functions.
 
  
We are in the process of strengthening our internal policies and enhancing our processes for ensuring consistent treatment and recording of reserve estimates and that validation of our conclusions regarding significant accounting policies and their application to our business transactions are carried out by personnel with an appropriate level of accounting knowledge, experience and training.
 
We do not expect to have fully remediated these material weaknesses until management has tested those internal controls and found them to have been remediated. We expect to complete this process during our annual testing for fiscal 2014.
 
Management has reviewed the consolidated financial statements and underlying information included herein in detail and believes the procedures performed are adequate to fairly present our financial position, results of operations and cash flows for the periods presented in all material respects.
 
This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to such attestation pursuant to rules of the Securities and Exchange Commission that permits us to provide only management’s report in this Annual Report.
 
Changes in Internal Control over Financial Reporting
 
No changes in the Company's internal control over financial reporting have come to management's attention during the Company's last fiscal quarter that have materially affected, or are likely to materially affect, the Company's internal control over financial reporting.
 
ITEM 9B.   OTHER INFORMATION
 
    None.
 
PART III

ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our officers and directors are listed below. Directors are generally elected at an annual shareholders’ meeting and hold office until the next annual shareholders’ meeting, or until their successors are elected and qualified.  Our executive officers are elected by directors and serve at the board’s discretion.
 
Name   Age   Position
Robert L. Frichtel   50   Chief Executive Officer and Director
Roberto Lopesino   36   Vice President
Christopher Taylor      60   Chief Financial and Accounting Officer
 
Information regarding our officers is shown below.

Robert L.  Frichtel, was appointed a director and as our Chief Executive Officer on August 14, 2013.  Mr. Frichtel served as a managing partner of IBC Capital Group, a commercial real estate and finance company, since 2002.  Between 1999 and 2001, Mr.  Frichtel was the president and Chief Operating Officer of EOS Group, a division of Health Net, a NYSE listed healthcare company.  Since 2001 , Mr. Frichtel has consulted for numerous clients throughout the nation that are engaged in the medical marijuana business and has written articles for Bloomberg business regarding the cannabis industry.  Mr. Frichtel received a Bachelor of Science degree in business administration from Colorado State University in 1985.
 
Roberto Lopesino was appointed Vice President on August 14, 2013.  Since March 2013 , he  has operated a consulting business that studies and monitors the medical  marijuana market in Colorado and consults to the  industry on market  pricing and trends.  Since April 2011, Mr. Lopesino has operated a non-brokered commodities market for the commercial production of medical grade marijuana.  Between August 2010 and March 2011, he was the owner and manager of North Boulder Wellness Center in Boulder, Colorado, a multi-site medical dispensary and producer of marijuana. Between November 2007 and March 2010, Mr. Lopesino operated and managed a company specializing in deep powder snowcat and heli skiing in the San Juan mountain range of Colorado.  In February 2006, Mr.  Lopesino founded, and until December 2007 operated, a multilingual title company specializing in real estate document preparation and closings.  Mr.  Lopesino studied engineering at Purdue University and the University of Colorado in Boulder.

Mr. Taylor was appointed as our Chief Financial and Accounting Officer on September 23, 2013.  Mr. Taylor is a Certified Public Accountant and has operated his own public accounting practice since July of 2001.  Since 2010 , Mr. Taylor has provided accounting services to approximately 50 marijuana dispensary clients in Colorado and Washington.

We believe that Mr. Frichtel is qualified to act as our director due to his past experience in commercial real estate and the marijuana industry.
 
 
12

 

ITEM 11.  EXECUTIVE COMPENSATION

The following table shows the compensation we paid to our officers for the years ended December 31, 2013 and 2012:
 
Name and
Principal Position
 
Year
 
Salary
($)
   
Bonus
($)
   
Stock Awards
($)
   
Option Awards
($)
   
All other compensation
 ($)
   
Total
 ($)
 
                                         
Robert Frichtel
 
2013
    49, 118       --       --       --       --       49, 118  
Chief Executive Officer (1)                                                    
                                                     
Roberto Lopesino
 
2013
    31,500       --       --       --       --       31,500  
Vice President (1)                                                    
                                                     
Christopher Taylor
 
2013
    15, 398       --       --       --       --       15,398  
Chief Financial Officer (2)                                                    
                                                     
Steven A. Tedesco
 
2013
    --       --       --       --       --       --  
President and Chief Executive Officer (3)
                                                   
                                                     
Robert W. Carington, Jr.,
 
2013
    --       --       --       --       --       --  
CFO (4)                                                    
 
(1)  
Mr. Frichtel and Mr. Lopesino were appointed officers on August 14, 2013.
(2)  
Mr. Taylor was appointed an officer on September 23, 2013.
(3)  
Mr. Tedesco resigned as an officer and director on August 14, 2013.
(4)  
Mr. Carrington resigned as an officer and director on August 14, 2013.
 
The following shows the amounts we expect to pay to our officers and directors during the twelve months ending December 31, 2014 and the amount of time these persons expect to devote to us.
 
Name     Projected Compensation     Percent of Time to be Devoted to the Our Business  
Robert L. Frichtel     $ 108,000       100 %
Roberto Lopesino    $ 108,000       100 %
Christopher Taylor   $ 108,000       100 %
 
We do not have employment agreements with any of our officers.

Stock Option and Stock Bonus Plans.  We do not have any stock option plans, although we may adopt one or more of such plans in the future.

Long-Term Incentive Plans. We do not provide our officers or employees with pension, stock appreciation rights or long-term incentive plans.

Employee Pension, Profit Sharing or other Retirement Plans.  We do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans in the future.

Compensation of Directors.  During the two years ended December 31, 2013, we did not compensate our directors for acting as such.
 
Compensation Committee.   Interlocks and Insider Participation.  Robert Frichtel, our only director, acts as our compensation committee.  During the year ended December 31, 2013 none of our officers was a member of the compensation committee or a director of another entity, which other entity had one of its executive officers serving as one of our directors or as a member of our compensation committee.
 
 
13

 
ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
The following table shows the beneficial ownership of our common stock as of March 25, 2014 by (i) each person whom we know beneficially owns more than 5% of the outstanding shares of our common stock; (ii) each of our officers; (iii) each of our directors; and (iv) all of our officers and directors as a group.  Unless otherwise indicated, each owner has sole voting and investment powers over their shares of common stock.
 
Name and Address
 
Number of Shares
   
Percentage of Class
 
Robert L. Frichtel (1)
    1,000,000       7.4 %
Roberto Lopesino (1)
    1,150,000       8.5 %
Christopher Taylor (1)
    100,000       0.7 %
All officers and directors as a group (three persons)
    2,250,000       16.0 %
BGBW, LLC (2)
    2,500,000       18.6 %
 
(1) Address for this person is 4445 Northpark Drive, Suite 102, Colorado Springs, CO 80907.
(2) Address for this person is GTC House 18 Station Rd. Chesham bucks HP5 1DH Great Brittan
(3) Based on 13,387,200 shares issued and outstanding at April 15, 2014
 
ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE

Related Party Transactions

On June 30, 2013 ACS sold 1,000,000 shares of its common stock to Robert Frichtel and 1,150,000 shares of its common stock to Roberto Lopesino at a price of $0.001 per share.  On June 30, 2013 ACS also sold 10,250,000 shares of its common stock to an unaffiliated group of private investors at a price of $0.001 per share.  On August 14, 2013, the shareholders of ACS exchanged 12,400,000 shares of their ACS for 12,400,000 shares of our common stock.
 
Subsequently, one unaffiliated person which received 2,000,000 shares in August 2013 transferred 100,000 shares to Christopher Taylor and 150,000 to another non-affiliated shareholder.  The remaining 1,750,000 shares held by this person were returned to treasury and cancelled.
 
ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES

Ronald Chadwick, CPA served as our independent registered public accountant for the year ended December 31, 2012. The following table shows the aggregate fees billed by Ronald Chadwick to us for the periods shown.
 
    Years Ended December 31,  
    2013     2012  
 Audit Fees        -     $ 8.500  
 Audit-Related Fees                 
 Tax Fees                
  All Other Fees                 
 
Audit fees represent amounts invoiced for professional services rendered for the audit of our annual financial statements and the reviews of the financial statements included in our Form 10-Q reports.  Prior to contracting with Ronald Chadwick to render audit or non-audit services, each engagement was approved by our directors.

Cutler and Co., LLC served as our independent registered public accountant for the year ended December 31, 2013.  The following table shows the aggregate fees billed by Cutler and Co., LLC to us for the period shown.
 
    Period from Inception through Year Ended December 31, 2013  
 Audit Fees      $ 8,000  
 Audit-Related Fees      -  
 Tax Fees     -  
 All Other Fees    $ -  
 
Audit fees represent amounts invoiced for professional services rendered for the audit of our annual financial statements and the reviews of the financial statements included in our Form 10-Q reports.  Prior to contracting with Cutler and Co., LLC to render audit or non-audit services, each engagement was approved by our directors.

 
14

 
 
PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 
The following Exhibits are filed with this Registration Statement:
 
Exhibit No.  
Exhibit Name
2
  Articles of Merger (Acquisition of shares in Advanced Cannabis Solutions) (1)
3.1
 
Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 filed with Form S-1 filed with the SEC on November 25, 2009) (1)
3.2
  Articles of Amendment (incorporated by reference herein to Exhibit 3.2 filed with Form S-1 filed with the SEC on November 25, 2009) (1)
3.3
  Amended and Restated Articles of Incorporation (incorporated by reference herein to Exhibit 3.3 filed with Form S-1 filed with the SEC on November 25, 2009) (1)
3.4
  Bylaws (incorporated by reference herein to Exhibit 3.4 filed with Form S-1 filed with the SEC on November 25, 2009) (1)
3.5
  Articles of Amendment (name change) (2)
10
  Share Exchange Agreement (3)
10.1
 
Securities Purchase Agreement (4)
10.2
 
Warrant (Series C) (4)
10.3
 
Registration Rights Agreement (4)
10.4
 
Form of Convertible Note (4)
10.5
 
Form of Guarantee (4)
10.6
 
Form of Security Agreement (4)
10.7
 
Agreement Regarding Sale of Oil and Gas Mapping Business (2)
10.8
 
Note and Deed of Trust (Pueblo County, Colorado purchase) (2)
10.9
 
Form of Convertible Note (2)
10.1
 
Form of Series A Warrant (2)
10.11
 
Form of Series B Warrant (to be filed by amendment) (2)
10.12
 
Lease Agreement (Pueblo Property) (2)
31
 
Rule 13a-14(a) Certifications
32
 
Section 1350 Certifications
 
(1)  Incorporated by reference to the same exhibit filed with our registration statement on Form S-1, File No. 333-163342.
(2)  Incorporated by reference to the same exhibit filed with our registration statement on Form S-1, File No. 333-193890.
(3)  Incorporated by reference to the same exhibit filed with our 8-K report dated August 14, 2013.
(4)  Incorporated by reference to the same exhibit filed with our 8-K/A report dated January 21, 2014.
 
 
15

 
 
ADVANCED CANNABIS SOLUTIONS
(A DEVELOPMENT COMPANY)
Financial Statements

TABLE OF CONTENTS
 
 
Page
   
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
F-1
   
FINANCIAL STATEMENTS
 
   
     Balance Sheets
F-2
     Statement of operations
F-3
     Statements of cash flows
F-4
     Statements of changes in stockholders’ equity
F-5
     Notes to financial statements
F-6 – F-15

 
 
F-1

 
 
Cutler & Co., LLC
12191 W. 64th Street, Suite 205 B
Arvada, CO  80004
Telephone (303) 968-3281
Fax (303)456-7488
www.cutlercpas.com
Board of Directors
Advanced Cannabis Solutions, Inc.
Colorado Springs, Colorado, 80907

We have audited the accompanying consolidated balance sheet of Advanced Cannabis Solutions, Inc. (a development stage company) as of December 31, 2013 and the related consolidated statements of operations, changes in stockholders' equity and cash flows for the period from June 5, 2013 (Inception) to December 31, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Advanced Cannabis Solutions, Inc. and its subsidiary companies as of December 31, 2013, and the results of their operations, changes in stockholders’ equity and cash flows for the period from June 5, 2013 (Inception) to December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.
 
As discussed in Note 12, the consolidated financial statements for the period from June 5, 2013 (Inception) to December 31, 2013 have been restated to correct accounting errors related to the accounting for convertible notes payable and beneficial conversion features.
 
The accompanying financial statements have been prepared assuming that the Advanced Cannabis Solutions, Inc. and its subsidiary companies will continue as a going concern. As discussed in Note 3 to the financial statements the Company has suffered losses and negative cash flow from operations since Inception which raises substantial doubt about their ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. 
 
     
Arvada, Colorado
  /s/ Cutler & Co., LLC
April 15, 2014,  except for the effects on the consolidated financial statements of the restatement described in Note 12, as to which the date is August 19, 2014
 
 Cutler & Co., LLC

 
F-2

 
 
ADVANCED CANNABIS SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
 
   
December 31,
2013
 
    As Restated  
ASSETS
 
Current assets
     
     Cash
  $ 427,436  
     Prepaid expenses
    2,244  
Total current assets
    429,680  
         
Property and equipment, net
    452,753  
         
Total assets
  $ 882,433  
         
LIABILITIES & STOCKHOLDERS’ EQUITY
 
Current liabilities:
       
     Accounts payable and accrued expenses
  $ 43,212  
     Convertible notes payable (net of debt discount) – current portion
    5,356  
          Total current liabilities
    48,568  
         
Long term liabilities
       
     Tenant deposits
    1,250  
     Convertible notes payable (net of debt discount) less current portion
    609,950  
          Total long term liabilities
    611,200  
         
Total liabilities
    659,768  
         
Commitments and Contingencies
       
         
Stockholders’ Equity
       
Preferred stock, no par value: 5,000,000 share authorized
       
No shares issued and outstanding at December 31, 2013
    -  
Common stock, no par value; 100,000,000 share authorized;
       
15,137,200 shares issued and outstanding on December 31, 2013
    933,627  
Deficit accumulated during development stage
    (710,962 )
Total stockholders’ equity
    222,665  
         
Total liabilities & stockholders’ equity
  $ 882,433  

See Accompanying Notes to Financial Statements
 
 
F-3

 
 
ADVANCED CANNABIS SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS
 
   
From Inception (June 5, 2013) to
December 31
2013
   
From Inception (June 5, 2013) to
December 31,
2013
 
Revenues
  $ -     $ -  
Cost of goods sold
    -       -  
Gross Revenues
    -       -  
                 
Operating expenses
               
     General and administrative
    53,265       53,265  
     Payroll
    108,588       108,588  
     Professional fees
    391,132       391,132  
     Office expense
    8,269       8,269  
     Loss on expired option to acquire real estate
    150,000       150,000  
Total operating expenses
    (711,254 )     (711,254 )
Net loss from continuing operations
               
                 
Discontinued operations
               
     Income from discontinued operations (including $0 gain on disposal)
    1,957       1,957  
                 
Other income (expense)
               
Interest expense     (871 )     (871 )
Amortization of debt discount
    (794 )     (794 )
Total other income (expense)
    (1,665 )     (1,665 )
                 
Net loss
  $ (710,962 )   $ (710,962 )
                 
Weighted average number of common shares outstanding – basic and fully diluted
    14,026,127       14,026,127  
                 
Net loss per share – basic and fully diluted
               
From continuing operations
  $ (0.05 )   $ (0.05 )
From discontinued operations
    0.00 *     0.00 *
Net loss per share – basic and fully diluted
  $ (0.05 )   $ (0.05 )
 
* Denotes less than $0.01 per share.
 
See Accompanying Notes to Financial Statements.
 
 
F-4

 
 
ADVANCED CANNABIS SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS

   
From Inception
(June 5, 2013) to
December 31,
2013
   
From Inception
(June 5, 2013) to
December 31,
2013
 
Cash flows from operating activities
           
Net loss
  $ (710,962 )   $ (710,962 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
     Loss on expired option to acquire property
    150,000       150,000  
     Issuance of stock for services
    40,000       40,000  
     Amortization of debt discount
    794       794  
Changes in operating assets and liabilities
               
     Accounts receivable and prepaid expenses
    (2,244 )     (2,244 )
     Accounts payable and accrued expenses
    43,212       43,212  
Net cash used in operating activities – continuing operations
    (479,200 )     (479,200 )
Net cash used in operating activities – discontinued operation
    (9,871 )     (9,871 )
Net cash used in operating activities
    (488,192 )     (488,192 )
                 
Cash flows from investing activities
               
Net cash used in the purchase of property
    (282,753 )     (282,753 )
Option to acquire property
    (150,000 )     (150,000 )
Net cash used in investing activities
    (432,753 )     (432,753 )
                 
Cash flows from financing activities
               
Purchase and cancellation of shares of common stock
    (100,000 )     (100,000 )
     Proceeds from issuance of common stock
    985,400       985,400  
     Proceeds from loan payable
    530,000       530,000  
     Debt acquisition costs paid
    (66,140 )     (66,140 )
Net cash provided by financing activities
    1,349,260       1,349,260  
                 
Net increase in cash
    427,436       427,436  
                 
Cash at the beginning of the period
    -       -  
                 
Cash at the end of the period
  $ 427,436     $ 427,436  
                 
Supplemental disclosure of cash flow information:
               
Income taxes paid
  $ -     $ -  
Interest Paid
  $ -     $ -  
                 
Supplementary disclosure of noncash financing activities
               
Net liabilities on transfer of subsidiary
  $ 10,663     $ 10,663  
Cancellation of shares of common stock
  $ 100,000     $ 100,000  
Issuance of common stock for services
  $ 40,000     $ 40,000  
Net assets transferred on disposal of mapping division
  $ 452     $ 452  
Purchase of property with mortgage   $ 170,000     $ 170,000  
 
See Accompanying Notes to Financial Statements.
 
 
F-5

 
 
ADVANCED CANNABIS SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE PERIOD FROM JUNE 5, 2013 (INCEPTION) TO DECEMBER 31, 2013
 
   
Preferred Stock
    Common Stock              
    Shares    
Amount
    Shares    
Amount
   
Deficit Accumulated During Development Stage
   
Total
Shareholders’
Equity
 
Balance, June 30, 2013 (unaudited)
    -     $ -       -     $ -     $ -     $ -  
Common stock issued for cash at $0.0001 per share, June 30, 2013
    -       -       12,400,000       12,400       -       12,400  
Common stock issued for cash at $1.00 per share, July 11 through August 8, 2013
    -       -       707,000       707,000       -       707,000  
Recapitalization on August 14, 2013
    -       -       9,724,200       (10,663 )     -       (10,663 )
Purchase and cancellation of shares of common stock on August 14, 2013
    -       -       (8,000,000 )     (100,000       -       (100,000 )
Common stock issued for cash at $1.00 per share, August 14 through September 19, 2013
    -       -       266,000       266,000       -       266,000  
Common stock issued for services December 9, 2013
    -       -       40,000       40,000       -       40,000  
Discount on convertible notes December 27, 2013   - as restated
    -       -       -       19,342       -       19,342  
Loss on sale of mapping business to related party
                            (452 )             (452  
Net loss for the year ended December 31, 2013
    -       -       -       -       (710,962 )     (710,962 )
                                                 
Balance, December 31, 2013  - as restated
    -     $ -       15,137,200     $ 933,627     $ (710,962 )   $ 222,665  
 
See Accompanying Notes to Financial Statements.
 
 
F-6

 
 
ADVANCED CANNABIS SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD FROM INCEPTION ( JUNE 5, 2013) TO DECEMBER 31, 2013
 
1. NATURE OF OPERATIONS, HISTORY AND PRESENTATION:

Nature of Operations

Promap Corporation (“Promap”, “the Company” “we” or “us”) was incorporated in the State of Colorado on November 12, 1987. Prior to December 31, 2013, the Company was an independent GIS and custom draft energy mapping company for the oil and gas industry in the United States and Canada.  The Company provided hard copy and digital format oil and gas production maps which cover various geologic basins in numerous areas including:  Denver Basin, Powder River Basin, Michigan Basin, Williston Basin, Arkoma Basin, Illinois Basin, Cincinnati Arch, Uintah - Piceance Basins and The Nevada Basin.  The Company also provided maps of the North American Coal Basin and Coal Bed Methane Activity and North American Devonian - Mississippian Shale Map with detailed pipeline locations.

On August 14, 2013, the Company acquired 94% of the issued and outstanding share capital of Advanced Cannabis Solutions (“ACS”) (“the Share Exchange Agreement”), a development-stage company, planning to provide real estate leasing services to the regulated cannabis industry throughout the United States. While the Company will continue to provide energy mapping services on an ongoing basis as a non-core activity, it is planned that the  combined companies will focus on ACS’ business plan as its core activity and operate under the name Advanced Cannabis Solutions, Inc.  The Company has completed a change in trading symbol to CANN (OTCBB) and has completed its official name change.

The Share Exchange Agreement has been accounted for as a reverse acquisition and recapitalization using accounting principles applicable to reverse acquisition. Under reverse acquisition accounting, ACS, the legal acquiree, is treated as the accounting acquirer of the Company. Consequently, ACS’ financial results are disclosed for all periods presented, while the Company’s financial results have only been consolidated with those of the existing ACS business from August 14, 2013 onward. All outstanding shares have been restated to reflect the effect of the Agreement.

ACS was incorporated in the State of Colorado on June 5, 2013. As a development-stage company, ACS plans to provide real estate leasing services to the regulated cannabis industry throughout the United States by purchasing real estate assets and leasing growing space and related facilities to licensed marijuana growers and dispensary owners for their operations.  In addition, ACS plans to provide a variety of ancillary services to the industry, including the development of a proprietary line of grow mediums and plant nutrient lines, product tracking technology, and comprehensive consulting services to current and future cannabis entrepreneurs.

In the period from July through September, 2013, the Company raised $973,000 in capital by issuing 973,000 shares of common stock at $1.00 per share through a private placement.  These funds allowed us to rent offices, hire our executive team, and fund the initial operation of the Company.  In addition, we raised $530,000 in debt through the issuance of 12% convertible notes in December, 2013.  We also purchased our first commercial property on December 31, 2013, consisting of a 5,000 square foot facility located in Pueblo West, Colorado.  This property was leased on the same day to an established grower under an eight year lease averaging $9,588 per month.  The Company is currently in the process of negotiating several additional real estate purchases.

Our initial focus will be on opportunities within Colorado, which has allowed its citizens to use medical marijuana since 2000.  Voters in Colorado approved a ballot measure in November 2012 to legalize marijuana for adult use.   Starting Jan 1, 2014, adult Colorado citizens and visiting adults became able to purchase marijuana without any medical licenses.  Several studies have predicted that the retail cannabis market in Colorado will increase from $200 million annually to over $900 million after the new law takes effect.  While the national regulated cannabis market is estimated to be $1.5 billion annually, many experts expect it to reach $30 billion by 2018 as additional states approve cannabis use for its citizens.

ACS will not grow, harvest, distribute or sell cannabis or any substances that violate United States law or the Controlled Substances Act, nor does it intend to do so in the future.
 
 
F-7

 
 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the results of 1) the parent company, Advanced Cannabis Solutions Corporation, formed in the state of Colorado on June 5, 2013, 2) Advanced Cannabis Solutions Corporation’s wholly owned subsidiary company, ACS Corp., formed in the state of Colorado on June 6, 2013, and 3) ACS Corp.’s wholly owned subsidiary company, ACS Colorado Corp., formed in the state of Colorado on October 21, 2013.  All intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation

The accompanying financial statements have been prepared, under accounting principles generally accepted in the United States, assuming that the Company will continue as a going concern that contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, the ability of the Company to continue as a going concern on a longer-term basis will be dependent upon the ability to generate sufficient cash flow from operations to meet its obligations on a timely basis, the ability to successfully raise additional financing, and the ability to ultimately attain profitability.

Development Stage Company

The Company is a development stage company in accordance with Financial Accounting Standards Codification (“ASC”) 915 "Development Stage Entities".  Among  the  disclosures  required  as  a development  stage company are that the Company's financial  statements  are identified as those of a development  stage  company,  and that the  statements of operations, stockholders'  deficit and cash flows  disclose  activity  since the date of our Inception (June 5, 2013) as a development stage company.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.  These deposits are insured up to $250,000 by the FDIC.  None of our bank accounts, as of December 31, 2013, exceeded this threshold and therefore were all covered by FDIC insurance.

Accounts receivable

The Company reviews accounts receivables periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary.

Property and equipment

Property and equipment are recorded at cost and depreciated under accelerated or straight line methods over each  asset's estimated useful life.
 
 
F-8

 
 
We review our property and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable.

Maintenance and repairs of property and equipment are charged to operations. Major improvements are capitalized. Upon retirement, sale or other disposition of property and equipment, the cost and accumulated depreciation are eliminated from the accounts and any gain or loss is included in operations.

Income tax

The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Fair Value Measurements

ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements.  Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs.  ASC 820 defines the hierarchy as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange.

Level 2 – Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date.  The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs.
 
Level 3 – Significant inputs to pricing that are unobservable as of the reporting date.  The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial instruments.
 
Our financial instruments consist of prepaid expenses, accounts payable and accrued liabilities and convertible notes payable and approximate their fair value because of the short-term maturities of these instruments or bear market rates of interest.

Long-Lived Assets

In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.
 
Conventional Convertible Debt
 
The Company records conventional convertible debt in accordance with ASC Topic 470-20, “Debt with Conversion and Other Options.”   Conventional convertible debt is a financial instrument in which the holder may only realize the value of the conversion option by exercising the option and receiving the entire proceeds in a fixed number of shares or the equivalent amount of cash. Conventional convertible debt with a non-detachable conversion feature that does not contain a cash settlement option, and is not accounted for as a derivative, is recorded as a debt instrument in its entirety. The Company has accounted for the December 2013 issuance and the 8 1/2 % Convertible Note Payable as conventional convertible debt (see Note 10).
 

 
F-9

 

Revenue recognition

The Company will recognize revenue in accordance with ASC. 605, “Revenue Recognition”. ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

Advertising costs

Advertising costs are expensed as incurred. No advertising costs were incurred during the period of inception through December 31, 2013.

Comprehensive Income (Loss)

Comprehensive income is defined as all changes in stockholders' equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. From our Inception there have been no differences between our comprehensive loss and net loss.

Net income (loss) per share

The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.

Business Segments

During 2013, the Company operated two reportable business segments – a petroleum mapping business and a real estate leasing business.  On December 31, 2013 the petroleum mapping business was transferred to an unaffiliated shareholder in return for the assumption of liabilities of the business.

Recently Issued Accounting Standards

We have reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of our operations.

3. GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred a loss since Inception (June 5, 2013) resulting in an accumulated deficit of $710,962 as of December 31, 2013 and further losses are anticipated in the development of its business.  Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.
 
 
F-10

 
 
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no guarantee that the Company will be successful in achieving these objectives.
 
4. SHARE EXCHANGE AGREEMENT

On August 14, 2013, pursuant to a Share Exchange Agreement (the “The Share Exchange Agreement”), Promap Corporation (the “Company”) acquired approximately 94% of the outstanding common stock of Advanced Cannabis Solutions, Inc. (“ACS”) in exchange for 12,400,000 shares of the Company’s common stock.

In connection with the Share Exchange Agreement:

  
The Company purchased 8,000,000 shares of its outstanding common stock from a former officer of the Company for $100,000.  These shares were then cancelled and returned to the status of authorized but unissued shares;
 
  
Robert Frichtel was appointed as a director and the Principal Executive and Financial Officer of the Company;
 
  
Roberto Lopesino was appointed Vice President of the Company; and
 
  
Steven Tedesco and Robert Carrington, Jr., resigned as officers and directors of the Company.

As a result of the acquisition, ACS is the Company’s 94% owned subsidiary and the former shareholders of ACS own approximately 88% of the Company’s common stock.  The Company plans to acquire the remaining outstanding shares of ACS at a later date (see Note  11 Subsequent Events below).

The acquisition has been accounted for as a reverse acquisition and recapitalization using accounting principles applicable to reverse acquisition. Under reverse acquisition accounting, ACS, the legal acquiree, is treated as the accounting acquirer of the Company. Consequently, CSA financial results are disclosed for all periods presented, while the Company’s financial results have only been consolidated with those of the existing ACS business from August 14, 2013 onward. All outstanding shares have been restated to reflect the effect of the Agreement.

The following table summarizes the estimated fair values of the Company’s assets acquired and liabilities assumed by the existing ASC business as on August 14, 2013:

Cash
  $ 1,790  
Accounts receivable
    8,370  
Accounts payable
    (20,823 )
The fair value of the company’s net liabilities at the August 14, 2013 recapitalization
  $ (10,663 )

5. DISCONTINUED OPERATIONS
 
Prior to December 31, 2013, the Company provided hard copy and digital format oil and gas production maps for the oil and gas industry. On December 31, 2013, the Company sold its oil and gas mapping business to its former Chief Executive Officer in consideration for his agreement to assume all liabilities associated with the mapping business. At the time of the transfer, the mapping business had assets of $2,729 and liabilities of $2,277. The Company recognized a loss on the transfer of $452 which was charged to equity.

The components of the discontinued operations are as follows:
 
   
June 5, 2013
(Inception) to
December 31,
2013
 
Revenues
  $ 455  
Cost of services
    183  
Gross profit
    272  
Operating expenses
       
     General administrative
    (1,685 )
Total operating expenses
    (1,685 )
Net income
  $ 1,957  
 
The credit to general administrative expenses arose due the write back of a provision for doubtful debts recorded in a prior period.
 
 
F-11

 
 
6. FIXED ASSETS

On December 31, 2013, the Company acquired a 5,000 square foot commercial building in Pueblo West for the purchase price of $452,753.  We did not book any depreciation expense for the asset in 2013.  In future years, the building will be depreciated using straight-line depreciation and an estimated useful life of 25 years.

7. CONVERTIBLE NOTES PAYABLE

12% Convertible notes

The Company issued $530,000 in convertible notes on December 27, 2013.  These notes have an interest rate of 12%, paid quarterly, and mature on October 31, 2018.  They are convertible at any time to shares of stock at $5.00 per share.  After November 1, 2015, the Company can force conversion of these notes if the trading stock price has exceeded $10 for 20 consecutive trading days.
 
The Company paid commission of $63,600 and incurred other debit issuance costs of $2,540. The Company also issued 10,600 warrants with an exercise price of $5.00 per share as further compensation to the broker dealer who raised this funding for us.

We valued the convertible feature of the 12% convertible notes and the warrants issued to the broker dealer using the Black Scholes valuation model, assuming an expected life of 4.8 years, an annual volatility factor of 127%, a risk free interest rate of 1.65%, and $0 dividends.  The debt discount on these convertible notes payable will be amortized over the life of the notes from December 27, 2013 through October 31, 2018 on a straight line basis that approximates the effective interest rate method.

8 ½% Convertible Note Payable

The Company executed a mortgage on their Pueblo West property in the amount of $170,000 at 8 ½% interest amortized over 15 years with a maturity date of  December 31, 2018.  This note is convertible at any time at $5.00 per share.

We valued the convertible feature of the 8 ½% Convertible note payable using the Black Scholes valuation model, assuming an expected life of 4.8 years, an annual volatility factor of 104%, a risk free interest rate of 1.65%, and $0 dividends.  The debt discount on this convertible note payable will be amortized over the life of the note from January 1, 2014 through January 2019 on a straight line basis that approximates the effective interest rate method

 
F-12

 

 
12% Convertible notes

The Company has entered into various unsecured convertible promissory notes with various third parties totaling $530,000, of which the entire amount was outstanding at December 31, 2013. The principal amounts of these notes are between $10,000 and $300,000. Under the terms of these notes, they mature on October 31, 2018, accrue interest at 12.0% per annum, and are convertible into shares of our common stock at a conversion rate of $5.00 per share, with standard dilution clauses (i.e. dividends, stock splits).  After November 1, 2015, the Company can force conversion of these notes if the trading stock price has exceeded $10 for 20 consecutive trading days.  The Company paid $63,600 to a placement agent for finders fees which the Company recorded as a debt discount as of December 31, 2013.  In addition, the Company granted the placement agent warrants to purchase 10,600 shares at a price of $5.00 per share, (with standard dilution clause for dividend, stock splits) vests immediately, and expires October 31, 2018. The value of the warrants was $21,271 based on the black-scholes pricing model. The Company recorded the value of warrants as additional debt discount at December 31, 2013. The debt discount will be amortized to interest expense over the life of the notes. As of December 31, 2013, no amounts have been amortized to interest expense.
 
8 ½% Convertible Note Payable

The Company executed a mortgage on their Pueblo West property in the amount of $170,000 at 8 ½% interest amortized over 15 years with a maturity date of December 31, 2018.  This note is convertible at any time at $5.00 per share.

The table below summarizes our Convertible Notes activity during the year ended December 31, 2013:
 
   
Convertible Notes Payable
   
Debt Discount
   
Convertible Notes Payable, Net
 
June 5, 2013 (Inception)
  $ -     $ 0     $ -  
Proceeds from issuance of convertible debt
                       
     12% convertible notes issued December 27,2013
    530,000       (85,488 )     444,512  
     8% convertible notes issued December 31,2013
    170,000       -       170,000  
Amortization of debt discount
    -       794       794  
Total
    700,000       (84,694 )     615,306  
Current portion of debt
    (5,356 )     -       (5,356 )
Long term portion at December 31, 2013
  $ 694,644     $ (84,694 )   $ 609,950  

 
To properly account for certain Convertible Notes Payable, the Company performed a detailed analysis to obtain a thorough understanding of the transactions, including understanding the terms of each instrument issued, and any related derivatives entered into. The Company reviewed ASC Topic 815, to identify whether any equity-linked features in the Notes are freestanding or embedded. The Company determined that there were no free standing features. The Notes were then analyzed in accordance with Topic 815 to determine if the embedded conversion feature should be bifurcated and accounted for at fair value and remeasured at fair value in income. The Company determined that the embedded conversion feature did not meet the requirements for bifurcation pursuant to Topic 815 and therefore accounted for the Notes as conventional debt. The Company then reviewed ASC Topic 470-20, and determined that the Notes met the criteria of a conventional convertible note and that none of the Notes had a beneficial conversion feature As a result, pursuant to ASC Topic 470-20, the Company recorded the Conventional Convertible note as a debt instrument in its entirety.
 
8. COMMITMENTS AND CONTINGENCIES:

Operating Leases and Long term Contracts
 
The Company rents office space for its corporate needs. The Company entered into a month-to-month lease agreement in July 2013 to lease 2,000 square feet for an annual rate of $12,000, paid monthly. We paid $6,000 for the lease of our corporate offices for the period ended December 31, 2013.

In addition, the Company has a second mortgage on its Pueblo property in the amount of $170,000, with an interest rate of 8 1/2 %, a 15 year amortization, and a maturity date of December 31, 2018.

Legal

To the best of the Company’s knowledge and belief, no legal proceedings are currently pending or threatened.
 
9. STOCK HOLDERS’ EQUITY:

Preferred Stock

The Company is authorized to issue 5,000,000 shares of preferred stock, with no par value.  No shares of preferred stock have been issued or are outstanding, and no rights, privileges or preferences have been determined and designated by the board of directors.

Common Stock

The Company is authorized to issue 100,000,000 shares of no-par value common stock.
 
On June 30, 2013, the Company issued 12,400,000 shares of common stock to its founders for cash consideration of $0.001 per share.

Between July 11, 2013 and August 8, 2013, the Company sold 707,000 shares of its common stock for cash consideration of $1.00 per share.  Each of these shares has a Series A warrant attached with an exercise price of $10.00.  The company may force this exercise at any time, as the requirement for 10 days of consecutive trading at a price at or greater than $10 has already been met.
 
 
F-13

 

On August 14, 2013, following the reverse merger of ACS with the Company, existing shareholders of the Company owned 9,724,200 shares of its common shares However, 8,000,000 of these shares were then immediately purchased by the Company for cash consideration of $100,000 and cancelled.

Between August 14, 2013 and September 19 2013, the Company sold a further 266,000 shares of its common stock for cash consideration of $1.00 per share.  Each of these shares has a Series A warrant attached with an exercise price of $10.00.  The company may force this exercise at any time, as the requirement for 10 days of consecutive trading at a price at or greater than $10 has already been met.

On December 9, 2014, the Company issued 40,000 shares of stock in return for professional services.

On December 27, 2014, the Company issued 10,600 warrants to the placement agent for our convertible note offering.  Each warrant entitles the agent to purchase a one share of our common stock at a price of$5 per share.  
At December 31, 2013, the Company had 15,137,200 shares of its common stock issued and outstanding.
 
   
Common Stock
   
Warrants
 
June 5, 2013 (Inception)
    -       -  
Issued for cash proceeds of $985,400
    13,373,000       973,000  
Issued as part of exchange agreement
    9,724,200          
Terminated as part of exchange agreement
    (8,000,000 )        
Issued as compensation under a consulting agreement
    40,000       -  
Warrants issued to placement agent
    -       10,600  
December 31, 2013
    15,137,200       983,600  
 
The following table summarizes information about warrants outstanding December 31, 2013:
 
Exercise Price
 
Warrants Outstanding
 
Weighted Average Life of Outstanding Warrants In Months
 
Date of Expiration
$5.00
 
10,600
 
58
 
10/31/2018
$1.00
 
973,000
 
31
 
7/31/2016
$1.04
 
983,600
 
31.3
   
 
10. INCOME TAXES

The Company accounts for income taxes in accordance with FASB ASC 740 “Income Taxes”.  Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized.
 
 
F-14

 
 
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows: 
 
   
Inception
(June 5, 2013) to
December 31,
2013
 
Deferred tax attributed:
     
Net operating loss carryover
  $ (241,727 )
Less: change in valuation allowance
  $ (241,727 )
Net deferred tax asset
  $ -  

At December 31, 2013 the Company had an unused net operating loss carry-forward approximating ($710,962) that is available to offset future taxable income; the loss carry-forward will expire in 2033.

 11. SUBSEQUENT EVENTS

On January 5, 2014, we acquired 1,750,000 shares of our common stock for no consideration and returned these shares to the status of authorized but unissued shares.

On January 21, 2014 we signed an agreement with Full Circle Capital Corporation, a closed-end investment company.  The agreement provides that Full Circle will initially provide $7.5 million to us in the form of Senior Secured Convertible Notes, subject to certain conditions.  We can borrow an additional $22.5 million with the mutual agreement of us and Full Circle.

At least 95% of the loan proceeds will be used to acquire properties which will lease to licensed marijuana growers.
 
   Full Circle will provide us with the $7.5 million when:
 
 
Full Circle agrees on the location of property to be purchased;
 
The property’s appraised value is satisfactory to Full Circle;
 
A Phase I environmental inspection is completed to the satisfaction of Full Circle; and
 
We are able to provide a first priority lien on the property to Full Circle.
 
We can borrow an additional $22.5 million on terms acceptable to us and Full Circle.
The six-year loan will be secured by real estate acquired with the loan proceeds and will require interest-only payments at a rate of 12% per year.

The initial loan can, at any time, be converted into shares of our common stock at a conversion price of $5.00 per share.  It is contemplated that further advances will be convertible at 110% of the market price of our stock on the day of advance, or the ten-day volume-weighted average price prior to the day of advance, whichever is lower.

The funding of the loan is subject to the execution of additional documents between the parties.

Full Circle also purchased, for $500,000, warrants which allow Full Circle to purchase up to 1,000,000 shares of our common stock at any time on or prior to January 21, 2017 at a price of $5.50 per share.

On January 29, 2014, the Company sold $1,605,000 worth of 12% convertible notes, convertible at $5 per share.  These notes mature on October 31, 2018.  The note holder may convert at any time and the Company has the right to force conversion any time after December 31, 2015 provided the stock price trades above $10 per share for 20 consecutive trading days.

Except for our agreement with Full Circle, we do not have any commitments or arrangements from any person to provide us with any additional capital.  We may not be successful in raising the capital we will need.

On March 27, 2014 the SEC issued a trading halt order on our stock, and issued a statement that they were investigating affiliated shareholders that may have made illegal sales of stock.  The order was not directed at the management of the Company and is considered a private investigation.  The stock began trading again unlisted on the OTC on April 10, 2014.
 
On April 4, 2014, the Company entered into a three year lease agreement to lease 3,000 square feet for an annual rate of $24,000, paid monthly.

The Company has evaluated all subsequent events through the date these financial statements were issued. Other than those set out above, there have been no subsequent events after December 31, 2013.
 
 
 
F-15

 
 
12.  Restatement of Prior Period Financials
 
Conventional Convertible Debt
In connection with the Company’s second quarter 2014 review procedures and internal control analysis, management conducted an analysis of the Company’s various financial instruments and agreements involving its convertible debt, and in particular, the $530,000 in unsecured convertible notes issued in December 2013 (the “12% December 2013 Notes”), and the $170,000 convertible debt mortgage relating to the Company’s property in Pueblo (the “Pueblo Mortgage”) (collectively, the “Convertible Debt”).  Management’s analysis was particularly focused on the accounting treatment of derivative financial instruments and debt under Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 815, “Derivatives and Hedging” (“ASC 815”) and ASC Topic 470, “Debt” (“ASC 470”), respectively.
Management’s analyses included  reviewing its previous analysis and accounting of the convertible debt noted above to see if any events may have occurred subsequent to the original issuance which would cause the Company’s original accounting and classification to change. Through the Company’s reevaluation process which included the Company obtaining a thorough understanding of the transactions, including gaining a thorough understanding of the terms of each instrument issued, and any potential derivative features. The Company reevaluated the debt instruments pursuant to ASC 815, to identify whether any equity-linked features in the Convertible Debt are freestanding or embedded. The Convertible Debt was issued availing the option for note holders to convert debt to common stock at fixed conversion price of $5.00 per share.  The Company determined that conversion feature was embedded in the debt instrument and was therefore not a free standing features.  The Convertible Debt were then analyzed in accordance with ASC 815 to determine if the embedded conversion feature should be bifurcated and accounted for at fair value and remeasured at fair value in income. The Company determined that the embedded conversion feature did not meet the definition of a derivative pursuant to ASC Topic 815 and therefore should not be bifurcated pursuant to ASC 815 and therefore should be evaluated and accounted for as conventional convertible debt. The Company then reviewed ASC 470-20, and determined that the Convertible Debt met the criteria of conventional convertible notes and that none of the Convertible Debt instruments had a beneficial conversion feature as the conversion price was greater than the market price of the Company’s common stock on the date of issuance(s). As a result, pursuant to ASC 470-20, the Company concluded that the Convertible Debt should have been recorded as a conventional convertible debt instrument in its entirety.
The Company had originally accounted for embedded conversion feature associated with the Convertible Debt as beneficial conversion features in the previously issued consolidated financial statements.  In addition, the Company originally valued the conversion features using the black-scholes option pricing model as the Company originally identified that the Conversion price of the debt was greater than then value of the Company’s common stock on the date of issuance. Based on our reevaluation analyses performed during the second quarter 2014, we concluded that our original accounting for the embedded conversion feature as a debt discount on the Convertible Debt was incorrect, as the embedded conversion features did not meet the definition of a derivative and therefore should not have been bifurcated and the embedded conversion feature did not have a beneficial conversion, therefore the Company should not have accounted for the embedded conversion feature as a debt discount.
On August 15, 2014, as a result of this analysis, management, along with Company’s Board of Directors, concluded that it was necessary to restate its previously filed consolidated financial statements for the period from June 5, 2013 (Inception) to December 31, 2013 filed on Form 10-K.
As a result of the restatement, the table below sets forth the changes to be made in the consolidated financial statements included in the Reports noted above.  The effect on the consolidated balance sheets for the periods described in the Reports noted above is due to the reclassification of debt discount from Common stock to Convertible notes payable. Accordingly, the consolidated balance sheet and statement of shareholders’ equity for the period from June 5, 2013 (Inception) to December 31, 2013 have been retroactively adjusted as summarized below:

Effect of Correction
 
As Previously
         
As
 
   
Reported
   
Adjustments
   
Restated
 
Balance Sheet as of December 31, 2013
                 
Convertible notes payable (net of debt discount) – current portion
 
$
2,930
   
$
2,426
   
$
5,356
 
Total current liabilities
   
46,142
     
2,426
     
48,568
 
Convertible notes payable (net of debt discount), less current portion
   
341,907
     
268,043
     
609,950
 
Total long term liabilities
   
343,157
     
268,043
     
611,200
 
Common stock
   
1,204,096
     
(270,469)
     
933,627
 
Total stockholders’ equity
   
493,134
     
(270,469)
     
222,665
 
Statement of Changes in Shareholders’ Equity for the Period from June 5, 2013 (Inception) to December 31, 2013
                       
Discount on convertible notes December 27, 2013
   
289,811
     
(270,469
)
   
19,342
 
Common stock
   
1,204,096
     
(270,469)
     
933,627
 
Total stockholders’ equity
   
493,134
     
(270,469)
     
222,665
 
 
(1)  
To reclassify debt discount previously recognized as a beneficial conversion feature to current and noncurrent convertible notes payable from discount on convertible notes and common stock.
 
(2)  
To reclassify debt discount previously recognized as a beneficial conversion feature from discount on convertible notes and common stock to current and noncurrent convertible notes payable.
 
 
F-16

 
 
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized
 
  ADVANCED CANNABIS SOLUTIONS, INC.  
       
Date:   August 19, 2014
By:
/s/ Robert Frichtel  
   
Robert Frichtel, Principal Executive Officer
 
       
       
 
Pursuant to the requirements of the Securities Exchange Act of l934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 
Signature
 
Title
 
Date
         
/s/ Robert Frichtel  
 
Principal Executive Officer, and a Director
 
August 19, 2014
Robert Frichtel  
       
         
/s/ Christopher Taylor 
 
Principal Financial and Accounting Officer
 
August 19, 2014
Christopher Taylor 
       

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