10-Q/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

(Amendment No. 1)

(Mark One)

[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for quarter period ended March 31, 2014.

[   ] 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 of incorporation)	(IRS Employer Identification No.)
4445 Northpark Drive, Suite 102
Colorado Springs, CO 80907
(Address of principal executive offices) (Zip Code)
Promap Corporation
6855 South Havana Street, Suite 400
Centennial, CO 80112
Former Name, Address and Fiscal Year End if Changed Since Last Report

Indicate by check mark whether the registrant (1) has filed all reports required 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 the filing requirements for the past 90 days.  þ  Yes    o  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation 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 files).       þ  Yes        o  No

Indicate by check mark whether the registrant is a large 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                     Smaller reporting company     þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  oYes   þ  No

At  May, 14, 2014, there were 13,438,933  issued and outstanding shares of the Company’s common stock.

EXPLANATORY NOTE

Advanced Cannabis Solutions (the “Company” or “we”) is filing this Amendment No. 1 (the “Amendment”) to our annual report on Form 10-Q for the quarter ended March 31, 2014, filed on May 15, 2014 (the “Original Filing”) to provide the interactive data files required by Item 601(b)(101) of Regulation S-K and Sections 405 and 406T of Regulation S-T.

No changes have been made to the Original Filing other than to add the information as described above. This Amendment should be read in conjunction with the Original Filing. This Amendment speaks as of the date of the Original Filing, does not reflect events that may have occurred after the date of the Original Filing and does not modify or update in any way the disclosures made in the Original Filing, except as required to reflect the revisions discussed above.

SIGNATURES

Pursuant to the requirements 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 May 16 , 2014	By:	/s/ Robert Frichtel
		Robert Frichtel, Chief Executive Officer
	By:	/s/ Christopher Taylor
		Christopher Taylor, Principal Financial and Accounting Officer

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Robert Frichtel, certify that;

1.      I have reviewed this quarterly report on Form 10-Q/A of Advanced Cannabis Solutions, Inc.;

2.      Based on my knowledge, this report, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;

3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.      The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)      Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)      Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)      Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)      Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.      The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)      All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)      Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 16 , 2014	By:	/s/ Robert Frichtel
		Robert Frichtel, Prinicpal Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Christopher Taylor, certify that;

1.      I have reviewed this quarterly report on Form 10-Q/A of Advanced Cannabis Solutions, Inc.;

2.      Based on my knowledge, this report, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;

3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.      The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)      Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)      Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)      Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)      Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.      The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)      All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)      Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 16 , 2014	By:	/s/ Christopher Taylor
		Christopher Taylor, Principal Financial Officer

EX-32

EXHIBIT 32

In connection with the quarterly report of Advanced Cannabis Solutions, Inc., (the “Company”) on Form 10-Q/ A for the quarter ended March 31, 2014 as filed with the Securities Exchange Commission on the date hereof (the “Report”), Robert Frichtel, the Principal Executive Officer, and Christopher Taylor, the Principal Financial Officer of the Company, certify pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of their knowledge:

  (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

May 16 , 2014                                                                                /s/ Robert Frichtel

Robert Frichtel, Chief Executive Officer

/s/ Christopher Taylor

Christopher Taylor, Principal Financial Officer

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10. INCOME TAXES (Tables)

3 Months Ended

Mar. 31, 2014

Income Taxes Tables

Schedule of provision for income tax

	March 31,
	2014
Deferred tax asset	$	439,637
Valuation allowance		(439,637	)
	$	0
US federal income tax rate		34.00	%
Valuation allowance		(34.00)	%
Provision for income tax		0.00	%

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3. SHARE EXCHANGE AGREEMENT

10 Months Ended

Mar. 31, 2014

Notes to Financial Statements

SHARE EXCHANGE AGREEMENT

On August 14, 2013, pursuant to a Share Exchange Agreement (the “The Share Exchange Agreement”), Promap Corporation (the “Predecessor Company” or “Promap”) 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:

●   Promap 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 Pronap.

As a result of the acquisition, ACS is Promap’s 94% owned subsidiary and the former shareholders of ACS own approximately 88% of Promap’s  common stock.  Promap acquired the remaining outstanding shares of ACS at a later date. The 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 acquired entity, is treated as the accounting acquirer of the Predecessor 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.

The following table summarizes the estimated fair values of Promap’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 Promap's net liabilities at the August 14, 2013 recapitalization	$	(10,663	)

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9. STOCK HOLDERS' EQUITY (Details) (USD $)	3 Months Ended
	Mar. 31, 2014
Exercise Price	$ 2.5
Warrants Outstanding	1,525,700
Weighted Average Life of Outstanding Warrants In Months	30 months 27 days
Exercise Price Option 1
Exercise Price	$ 5
Warrants Outstanding	10,600
Weighted Average Life of Outstanding Warrants In Months	55 months
Date of Expiration	Oct. 31, 2018
Exercise Price Option 2
Exercise Price	$ 10
Warrants Outstanding	973,000
Weighted Average Life of Outstanding Warrants In Months	28 months
Date of Expiration	Jul. 31, 2016
Exercise Price Option 3
Exercise Price	$ 5.5
Warrants Outstanding	500,000
Weighted Average Life of Outstanding Warrants In Months	34 months
Date of Expiration	Jan. 21, 2017
Exercise Price Option 4
Exercise Price	$ 5
Warrants Outstanding	42,100
Weighted Average Life of Outstanding Warrants In Months	55 months
Date of Expiration	Oct. 31, 2018

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5. PROPERTY AND EQUIPMENT (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Property, Plant and Equipment [Abstract]
Land	$ 12,340	$ 12,340
Buildings and Equipment	448,663	440,413
Gross	461,003	452,753
Less: Accumulated Depreciation	(3,116)
Property and Equipment, net	$ 457,887	$ 452,753

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10. INCOME TAXES (Details) (USD $)	3 Months Ended
	Mar. 31, 2014
Income Taxes Tables
Deferred tax asset	$ 439,637
Valuation allowance	(439,637)
Net	$ 0
US federal income tax rate	34.00%
Valuation allowance	(34.00%)
Provision for income tax	0.00%

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10. INCOME TAXES (Details Narrative) (USD $)	Mar. 31, 2014
Income Taxes Details Narrative
Operating loss for tax purposes	$ 438,880

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2014

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the results of ACS for all periods presented and for the Company from August 14, 2013 onwards. All intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally  accepted  accounting  principles for interim  financial  information  and with the  instructions  to Form  10-Q and Article 8 of  Regulation  S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the audited consolidated financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the Inception to Date period ended December 31, 2013 (the “2013 Annual Report”), as amended, filed with the Commission on April 29, 2014. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for a fair financial statements presentation. The financial statements include all adjustments (consisting of normal recurring accruals) necessary to make the financial statements not misleading as required by Regulation S-X, Rule 10-01. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results of operations for a full year.

Development Stage Operations

ACS has operated as a development stage enterprise since its inception by devoting substantially all of its efforts to business development.  Revenues to date have been insignificant to the overall business plan.

Going Concern

The financial statements have been prepared assuming the Company will continue as a going concern.  The Company has incurred net losses and had negative operating cash flow since its inception.  To the extent that the Company experiences negative cash flows in the future, it will continue to require additional capital to fund operations.  Thus far, the Company has obtained additional capital investments under various debt and common stock issuances.  Although management continues to pursue its financing plans, there is no assurance that the Company will be successful in generating sufficient revenues to provide positive cash flows or that financing at acceptable terms, if at all, will be available to maintain its operations.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions about future events that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and the related notes 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. All cash is maintained with major financial institutions in the United States.  Deposits may exceed the amount of insurance provided on such deposits.

Accounts receivable

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. Accounts receivable are primarily contract-based billings to tenants.

Property and equipment

Property and equipment are recorded at cost and depreciated under straight line methods over each item's estimated useful life.

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 as incurred. 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.

Financial Instruments

The estimated fair values for financial instruments were determined at discrete points in time based on relevant market information. These estimates involved uncertainties and could not be determined with precision. The carrying amounts of accounts receivable, accounts payable and accrued liabilities approximated their fair value because of the short-term maturities of these instruments.

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.

Common stock purchase warrants

The Company accounts for common stock purchase warrants in accordance with ASC Topic 815, Accounting for Derivative Instruments and Hedging Activities.  As is consistent with its handling of stock compensation and embedded derivative instruments, the Company’s cost for warrants is estimated at the grant date based on each option’s fair-value as calculated by the Black-Scholes-Merton option-pricing model value method for valuing the impact of the expense associated with these warrants.

Revenue recognition

Revenue is recognized on an accrual basis as earned under contract terms. Specifically, revenue from leasing operations is recognized based upon the payment terms within lease contracts, and collectability is reasonably assured.

Advertising costs

Advertising costs are expensed as incurred. No advertising costs were incurred during the three month periods ended March 31, 2014.

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.

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 in accordance with FASB ASC 260, “Earnings Per Share.”  Dilutive earnings or loss per share is computed using the weighted average common shares and diluted potential common shares 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.

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 transmission rights.

Our financial instruments consist of cash, accounts receivable, accounts payables and accrued expenses.  The carrying values of cash, accounts receivable, accounts payables and accrued expenses approximate their fair value due to their short maturities.

Business Segments

During the quarter ended March 31, 2014, the Company operated one reportable business segment – the real estate leasing 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.

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CONSOLIDATED BALANCE SHEETS (USD $)	Mar. 31, 2014	Dec. 31, 2013
Current assets
Cash	$ 1,884,866	$ 427,436
Accounts receivable (net of allowance for doubtful accounts)	67,219	1,595
Prepaid Expenses	7,952	649
Total current assets	1,960,037	429,680
Property and equipment, net	457,887	452,753
Other assets, financing payments	115,000
Total Assets	2,532,925	882,433
Current liabilities
Accounts payable and accrued expenses	32,019	42,341
Accrued interest expense, notes payable		871
Convertible notes payable (net of debt discount) - current portion	5,927	5,356
Total current liabilities	37,946	48,568
Long term liabilities
Convertible notes payable (net of debt discount)	220,766	339,481
Tenant deposits	1,250	1,250
Total long term liabilities	222,016	340,731
Total Liabilities	259,962	389,299
Stockholders' Equity
Preferred stock, no par value; 5,000,000 shares authorized; No shares issues & outstanding at March 31, 2014
Common Stock, no par value; 100,000,000 shares authorized;13,438,933 shares and 15,137,200 shares issued and outstanding on March 31, 2014 and December 31, 2013, respectively	3,566,015	1,204,096
Deficit accumulated during development stage	(1,293,052)	(710,962)
Total Stockholders' Equity	2,272,963	493,134
Total Liabilities and Stockholders' Equity	$ 2,532,925	$ 882,433

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CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (USD $)	Common Stock	Deficit Accumulated During Development Stage	Total
Beginning Balance, Amount at Jun. 30, 2013
Beginning Balances, Shares at Jun. 30, 2013
Common stock issued for cash at $0.001 per share, June 30, 2013, Shares	12,400,000
Common stock issued for cash at $0.001 per share, June 30, 2013, Amount	12,400		12,400
Common stock Issued for cash at $1.00 per share, July 11 through August 8, 2013, Shares	707,000
Common stock Issued for cash at $1.00 per share, July 11 through August 8, 2013, Amount	707,000		707,000
Recapitalization on August 14, 2013, Shares	9,724,200
Recapitalization on August 14, 2013, Amount	(10,663)		(10,663)
Purchase and cancellation of shares of common stock on August 14, 2013, Shares	(8,000,000)
Purchase and cancellation of shares of common stock on August 14, 2013, Amount	(100,000)		(100,000)
Common stock issued for cash at $1.00 per share, August 14 through September 19, 2013, Shares	266,000
Common stock issued for cash at $1.00 per share, August 14 through September 19, 2013, Amount	266,000		266,000
Common stock issued for services December 9, 2013, Shares	40,000
Common stock issued for services December 9, 2013, Amount	40,000		40,000
Discount on convertible notes	289,811		289,811
Loss on sale of mapping business to related party	(452)		(452)
Net loss for the year ended December 31, 2013		(710,962)	(710,962)
Ending Balance, Amount at Dec. 31, 2013	1,204,096	(710,962)	493,134
Ending Balance, Shares at Dec. 31, 2013	15,137,200
Common stock issued for services December 9, 2013, Amount
Re- acquired common shares on January 5, 2014, shares	(1,750,000)
Re- acquired common shares on January 5, 2014, Amount	(1,750)		(1,750)
Warrants sold to Full Circle January, 2014 in financing transaction	500,000		500,000
Discount on convertible notes issued January 29, 2014	1,605,000		1,605,000
Issuance of common shares in	51,733
Issuance of common shares in	258,669		258,669
Net loss for the year ended December 31, 2013		(582,090)	(582,090)
Ending Balance, Amount at Mar. 31, 2014	$ 3,566,015	$ (1,293,052)	$ 2,272,963
Ending Balance, Shares at Mar. 31, 2014	13,438,933

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5. PROPERTY AND EQUIPMENT (Tables)

3 Months Ended

Mar. 31, 2014

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

	March 31, 2014			December 31, 2013
Land	$	12,340		$	12,340
Buildings and Equipment		448,663			440,413
		461,003			452,753
Less: Accumulated Depreciation		(3,116	)		-
Property and Equipment, net	$	457,887		$	452,753

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9. STOCK HOLDERS' EQUITY (Tables)

3 Months Ended

Mar. 31, 2014

Stock Holders Equity Tables

Warrants outstanding

The following table summarizes information about warrants outstanding March 31, 2014:
				Weighted Average Life of
		Warrants		Outstanding Warrants in
Exercise Price		Outstanding		Months		Date of Expiration
$	5.00		10,600		55	10/31/2018
	10.00		973,000		28	7/31/2016
	5.50		500,000		34	1/21/2017
	5.00		42,100		55	10/31/2018
$	2.50		1,525,700		30.9

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1. NATURE OF OPERATIONS, HISTORY AND PRESENTATION

3 Months Ended

Mar. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS, HISTORY AND PRESENTATION

Nature of Operations

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.

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 2013 to legalize marijuana for adult use.   Starting Jan 1, 2014, adult Colorado citizens and visiting adults are able to purchase certain quantities of 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.

While ACS does 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, we may be irreparably harmed by a change in enforcement by the Federal or state governments.

Reverse merger

Promap Corporation (“Promap”, “the Company” “we” or ”us”) was incorporated in the State of Colorado on November 12, 1987. The Company is an independent GIS and custom draft energy mapping company for the oil and gas industry in the United States and Canada.  The Company provides 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 provides 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.  On November 19, 2013, we acquired the remaining 6% of the share capital of Advanced Cannabis Solutions, Inc.  It is planned that the ongoing Company operations will focus on ACS’ business plan as its core activity and operate under the name Advanced Cannabis Solutions, Inc. (“ACS”).  The Company has completed a change in trading symbol to CANN (OTCBB) and has completed its official name change.  In December, 2013 the previous oil and gas mapping operations of Promap, as noted above, were sold to the former CEO of Promap.

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 acquired entity, 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.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2014
Stockholders' Equity
Preferred stock, par value	$ 0.00
Preferred stock, shares authorized	5,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common stock, par value	$ 0.00
Common stock, shares authorized	100,000,000
Common stock, shares issued	13,438,933
Common stock, shares outstanding	15,137,200

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11. BUSINESS SEGMENT REPORTING

3 Months Ended

Mar. 31, 2014

Segment Reporting [Abstract]

11. BUSINESS SEGMENT REPORTING

The Company operates one reportable business segments in Colorado Springs, Colorado, as defined by ASC Topic 280:

● Real estate leasing business – leasing of commercial real estate to cannabis operators.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2014	May 14, 2014
Document And Entity Information
Entity Registrant Name	Advanced Cannabis Solutions, Inc.
Entity Central Index Key	0001477009
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		13,438,933
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2014

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12. SUBSEQUENT EVENTS

10 Months Ended

Mar. 31, 2014

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

The Company has evaluated all subsequent events in accordance with FASB Accounting Standards Codification Topic 855, Subsequent Events, through May 15, 2014, which is the date these condensed consolidated financial statements were issued.  All subsequent events requiring recognition as of March 31, 2014 have been incorporated into these consolidated financial statements herein.

On April 21, 2014 the Company entered into a lease agreement as a tenant with a third party landlord to lease warehouse space for general corporate purposes for a period effective April 21, 2014 through April 30, 2017.  The total payments called for during the lease period are $38,965 for rent payments.  The lease is considered a “gross lease” and payments include estimated charges for property taxes, property insurance, and common area maintenance.  The Company will be responsible for utilities under the terms of the agreement.

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CONSOLIDATED STATEMENT OF OPERATIONS (USD $)	3 Months Ended	10 Months Ended
	Mar. 31, 2014	Mar. 31, 2014
Revenues
Tenant  rentals	$ 28,765	$ 28,765
Consulting fees	20,000	20,000
Revenues	48,765	48,765
Operating expenses:
General and administrative	54,476	107,741
Payroll and related	105,135	213,723
Professional fees	82,516	473,648
Office expense	7,689	15,958
Loss on expired option to acquire real estate		150,000
Depreciation	3,116	3,116
Total operating expenses	252,932	964,186
Income from continuing operations	(204,167)	(915,421)
Income from discontinued operations		1,957
Other income (expense)
Other income, gain on capital contribution	1,750	1,750
Amortization of debt discount	(330,399)	(331,193)
Interest Expense	(49,274)	(50,145)
Income (loss) before provision for income taxes	(582,090)	(1,293,052)
Provision for income tax
Net income (loss)	$ (582,090)	$ (1,293,052)
Weighted average number of common shares Outstanding - basic and fully diluted	13,659,422	14,211,043
Net loss per share - basic and diluted from continuing operations	$ (0.04)	$ (0.09)
Net loss per share - basic and diluted from discontinued operations	$ 0	$ 0
Net loss per share - basic and diluted	$ (0.04)	$ (0.09)

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6. CONVERTIBLE NOTES PAYABLE

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

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 on or before the maturity date at $5 per common 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 $63,613 and incurred other debt issuance costs of $2,540.  The Company also issued 10,600 common stock warrants with an exercise price of $5 per share as further compensation to the broker-dealer who placed the issue.

We valued the convertible feature of this issue of 12% 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 method.

The Company issued and additional $1,605,000 in convertible notes on January 29, 2014 to a group of accredited investors.  These notes have an interest rate of 12%, paid quarterly, and mature on October 31, 2018. We valued the convertible feature of the notes and the warrants issued to the broker-dealer using the Black-Scholes valuation model, assuming an expected life of 3.76 years, and annual volatility factor of 171%, a risk free interest rate of 1.80% and $0 dividends.  Based upon the calculation, 100% of the value of the issue was allocated to the conversion factor.  The debt discount on outstanding convertible notes payable will be amortized over the life of these notes from January 29, 2014 through October 31, 2018 on a straight line basis that approximates the effective interest method. They are convertible at any time on or before the maturity date at $5 per common share.  The Company can force conversion of these notes if the trading stock price has exceeded $10 per share for 20 consecutive trading days.

The Company paid a commission of $160,500 and other debt issuance costs of $32,100.  The Company also issued 42,100 common stock warrants with and exercise price of $5 per share as further compensation to the broker-dealer who placed the issue.

8 1/2% Convertible note

The Company executed a mortgage on their Pueblo West property in the amount of $170,000 at 8 1/2% on December 31, 2013, amortizable over 15 years with a maturity date of December 31, 2018.  The note is convertible at any time on or before the maturity date at $5 per common share.

We valued the convertible feature of the 8 1/2% 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 noted will be amortized over the life of the note from January 1, 2014 through December 31, 2018 on a straight line basis for unamortized principal that approximates the effective interest method. The note calls for a balloon payment of principal and accrued interest at December 31, 2018.

Convertible notes payable
	Principal			Loan			Accrued
	Balance			Discount			Interest			Total
December 31, 2013	$	700,000		$	(355,163	)	$	871		$	345,708
Issued in the period		1,605,000			(1,605,000	)		-			-
Converted into shares of common stock		(255,000	)		255,000			-			-
Amortization of loan discount/issuance costs		-			75,399			-			75,399
Payment of loan principal		(943	)		-			-			(943	)
Note issuance costs on convertible debt					(192,600	)		-			(192,600	)
Interest accrued during period		-			-			49,274			49,274
Interest paid during period-cash payments		-						(46,476	)		(46,476	)
Interest paid in stock issued		-			-			(3,669	)		(3,669	)
March 31, 2014	$	2,049,057		$	(1,822,364	)	$	-		$	226,693
Less:  Current portion		(5,927	)(1)								(5,927	)
Long-term debt	$	2,043,130		$	(1,822,364	)		-		$	220,766

(1) Current portion of debt discount at March 31, 2014 is additive to net notes payable due to following 12 month discount amortization relates to assumed note maturity date at October 31, 2018 compared to note balance amortization in same period based upon 15-year assumed amortization period.   Only the current portion of long-term debt is included to indicate that the debt discount current portion remains in the long-term total on the balance sheet and will be amortized by the 2018 call date.

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5. PROPERTY AND EQUIPMENT

3 Months Ended

Mar. 31, 2014

Property, Plant and Equipment [Abstract]

5. PROPERTY AND EQUIPMENT

On December 31, 2013 the Company purchased a property in Pueblo County, Colorado for  $450,000.  The property, which is located in a suburb of Pueblo, consists of approximately three acres of undeveloped land, a 5,000 square foot steel building, and a parking lot. The purchase price was allocated $12,340 for land and $437,660 for buildings and related equipment.

The purchase price was paid for cash of $280,000 and a promissory note in the principal of $170,000.  The note bears interest at 8.5% interest per annum and is payable in monthly installments, including 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 licensed medical marijuana grower through December 31, 2022 on a triple net lease basis. The Company has agreed with the tenant to begin construction of a light deprivation greenhouse on the property at a cost not to exceed $400,000, with construction scheduled to begin in the second quarter of 2014.

The Company has purchased additional fixtures used in its operations in the first quarter of 2014.  Depreciation on the Pueblo building facility began effective January 1, 2014.  Depreciation is calculated on a straight line basis over 30 years.  Accumulated depreciation as of March 31, 2014 is equal to $3,116.

The following table summarizes Property and Equipment and Related Accumulated Depreciation

	March 31, 2014			December 31, 2013
Land	$	12,340		$	12,340
Buildings and Equipment		448,663			440,413
		461,003			452,753
Less: Accumulated Depreciation		(3,116	)		-
Property and Equipment, net	$	457,887		$	452,753

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6. CONVERTIBLE NOTES PAYABLE (Tables)

3 Months Ended

Mar. 31, 2014

Convertible Notes Payable Tables

Convertible Notes activity

Convertible notes payable
	Principal			Loan			Accrued
	Balance			Discount			Interest			Total
December 31, 2013	$	700,000		$	(355,163	)	$	871		$	345,708
Issued in the period		1,605,000			(1,605,000	)		-			-
Converted into shares of common stock		(255,000	)		255,000			-			-
Amortization of loan discount/issuance costs		-			75,399			-			75,399
Payment of loan principal		(943	)		-			-			(943	)
Note issuance costs on convertible debt					(192,600	)		-			(192,600	)
Interest accrued during period		-			-			49,274			49,274
Interest paid during period-cash payments		-						(46,476	)		(46,476	)
Interest paid in stock issued		-			-			(3,669	)		(3,669	)
March 31, 2014	$	2,049,057		$	(1,822,364	)	$	-		$	226,693
Less:  Current portion		(5,927	)(1)								(5,927	)
Long-term debt	$	2,043,130		$	(1,822,364	)		-		$	220,766

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the results of ACS for all periods presented and for the Company from August 14, 2013 onwards. All intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally  accepted  accounting  principles for interim  financial  information  and with the  instructions  to Form  10-Q and Article 8 of  Regulation  S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the audited consolidated financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the Inception to Date period ended December 31, 2013 (the “2013 Annual Report”), as amended, filed with the Commission on April 29, 2014. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for a fair financial statements presentation. The financial statements include all adjustments (consisting of normal recurring accruals) necessary to make the financial statements not misleading as required by Regulation S-X, Rule 10-01. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results of operations for a full year.

Development Stage Company

Development Stage Operations

ACS has operated as a development stage enterprise since its inception by devoting substantially all of its efforts to business development.  Revenues to date have been insignificant to the overall business plan.

Going Concern

Going Concern

The financial statements have been prepared assuming the Company will continue as a going concern.  The Company has incurred net losses and had negative operating cash flow since its inception.  To the extent that the Company experiences negative cash flows in the future, it will continue to require additional capital to fund operations.  Thus far, the Company has obtained additional capital investments under various debt and common stock issuances.  Although management continues to pursue its financing plans, there is no assurance that the Company will be successful in generating sufficient revenues to provide positive cash flows or that financing at acceptable terms, if at all, will be available to maintain its operations.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions about future events that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and the related notes 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

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. All cash is maintained with major financial institutions in the United States.  Deposits may exceed the amount of insurance provided on such deposits.

Accounts receivable

Accounts receivable

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. Accounts receivable are primarily contract-based billings to tenants.

Property and equipment

Property and equipment

Property and equipment are recorded at cost and depreciated under straight line methods over each item's estimated useful life.

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 as incurred. 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.

Financial Instruments

Financial Instruments

The estimated fair values for financial instruments were determined at discrete points in time based on relevant market information. These estimates involved uncertainties and could not be determined with precision. The carrying amounts of accounts receivable, accounts payable and accrued liabilities approximated their fair value because of the short-term maturities of these instruments.

Long-Lived Assets

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.

Common stock purchase warrants

Common stock purchase warrants

The Company accounts for common stock purchase warrants in accordance with ASC Topic 815, Accounting for Derivative Instruments and Hedging Activities.  As is consistent with its handling of stock compensation and embedded derivative instruments, the Company’s cost for warrants is estimated at the grant date based on each option’s fair-value as calculated by the Black-Scholes-Merton option-pricing model value method for valuing the impact of the expense associated with these warrants.

Revenue recognition

Revenue recognition

Revenue is recognized on an accrual basis as earned under contract terms. Specifically, revenue from leasing operations is recognized based upon the payment terms within lease contracts, and collectability is reasonably assured.

Advertising Costs

Advertising costs

Advertising costs are expensed as incurred. No advertising costs were incurred during the three month periods ended March 31, 2014.

Income tax

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.

Comprehensive Income (Loss)

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

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 in accordance with FASB ASC 260, “Earnings Per Share.”  Dilutive earnings or loss per share is computed using the weighted average common shares and diluted potential common shares 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.

Fair Value Measurements

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 transmission rights.

Our financial instruments consist of cash, accounts receivable, accounts payables and accrued expenses.  The carrying values of cash, accounts receivable, accounts payables and accrued expenses approximate their fair value due to their short maturities.

Business Segments

Business Segments

During the quarter ended March 31, 2014, the Company operated one reportable business segment – the real estate leasing business.

Recently Issued Accounting Standards

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.

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9. STOCK HOLDERS' EQUITY

3 Months Ended

Mar. 31, 2014

Equity [Abstract]

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 issued 707,000 shares of its common stock for cash consideration of $1.00 per share.

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 issued a further 266,000 shares of its common stock for cash consideration of $1.00 per share.

On December 9, 2013 the Company issued 40,000 shares of stock in return for professional services.

On December 27, 2013, the Company issued convertible notes with an allocation of 10,600 warrants to the placement agent.  Each warrant entitles the agent to purchase a share of common stock at $5 per share.  The derivative effect of this feature has been calculated and included as debt discount in the amount of $21,271 and is being amortized over a period of 4.8 years.

On January 5, 2014 the Company re-acquired 1,750,000 shares of our common stock for no consideration from existing common stockholders.  The re-acquired shares were returned to our authorized but unissued share account.

On March 31, 2014 the Company issued 51,733 shares of its common stock at a conversion price of $5 per share in exchange for $255,000 in 12% convertible notes plus accrued interest on the notes as tendered by the note holders under their promissory note provisions.

At March 31, 2014, the Company had 13,438,933 shares of its common stock issued and outstanding.  A total of 1,525,700 common stock warrants are issued and outstanding, and are convertible into common shares at conversion rates ranging from $1 to $10 per common share.  Warrants expire on dates ranging from July, 2016 to October, 2018.

The following table summarizes information about warrants outstanding March 31, 2014:
				Weighted Average Life of
		Warrants		Outstanding Warrants in
Exercise Price		Outstanding		Months		Date of Expiration
$	5.00		10,600		55	10/31/2018
	10.00		973,000		28	7/31/2016
	5.50		500,000		34	1/21/2017
	5.00		42,100		55	10/31/2018
$	2.50		1,525,700		30.9

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7. LONG-TERM FINANCING COMMITMENT

3 Months Ended

Mar. 31, 2014

Notes to Financial Statements

7. LONG-TERM FINANCING COMMITMENT

On January 21, 2014, we signed an agreement with Full Circle Capital Corporation (Full Circle), 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 named conditions.  We can borrow an additional $22.5 million with the mutual agreement of Full Circle and ourselves.

At least 95% of any loan proceeds will be used to acquire properties which we will lease to licensed marijuana growers.

Full Circle will provide us with the initial $7.5 million when:

     ●  Full Circle agrees on the location of property to be purchased;

     ●  The specified 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 in favor of Full Circle.

We can borrow an additional $22.5 million on terms acceptable to Full Circle and ourselves.

The six-year loan(s) will be secured by real estate acquired with the loan proceeds and will require interest-only payments at a rate of 12% a year, payable monthly.

The initial loan can, at any time, be converted into shares of our common stock at a conversion price of $5 per common share.  It is contemplated that further advances will be convertible at 110% of the market price of our stock on the day of any advance, or the ten-day volume-weighted average price prior to the day of advance, whichever is lower.

The funding of the loan(s) 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.

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8. COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

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. This lease was terminated effective April 1, 2014.  The Company entered into a three-year lease agreement effective April 4, 2014 for our corporate offices.  The facility leased is 3,000 square feet with total payments due of $82,600 through March 31, 2017.  We paid $3,000 for the lease of our corporate offices for the quarter ended March 31, 2014.  Additionally, the Company has a second mortgage on its Pueblo property with an outstanding balance at March 31, 2014 of $169,957, with an interest rate of 8 ½% and a 15-year amortization.  The remaining balance on the note is due and payable on December 31, 2018.  The outstanding balances of the second mortgage note can be converted to common stock shares at a conversion rate of $5 per share on or prior to the due date.

See note 7 for detailed description of long-term financing commitment to the Company.

Legal

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

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10. INCOME TAXES

3 Months Ended

Mar. 31, 2014

Income Tax Disclosure [Abstract]

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. If there were any unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

No provision was made for income taxes for the period March 31, 2014.  The Company, from the date of inception, has incurred net operating losses for tax purposes of approximately $438,880.  The net operating loss carry-forward may be used to reduce taxable income through the year 2033.

There was no significant difference between reportable income tax and statutory income tax.  A 100% valuation allowance has been established against the deferred tax asset, as the utilization of the loss carry-forwards cannot be reasonably assured.  A reconciliation between the income taxes computed in the United States is as follows:

	March 31,
	2014
Deferred tax asset	$	439,637
Valuation allowance		(439,637	)
	$	0
US federal income tax rate		34.00	%
Valuation allowance		(34.00)	%
Provision for income tax		0.00	%

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4. ACCOUNTS RECEIVABLE (Tables)

3 Months Ended

Mar. 31, 2014

Notes to Financial Statements

Receivables

	March 31, 2014		December 31, 2013
Accounts receivable consist of:
Contract based rent amounts due from tenant	$	19,764	$	-
Contract based billings re-billed to tenant for facility improvements		47,455		1,595
Rent receivables are not past due at March 31, 2014 based on terms of payment within the lease contract.	$	67,219	$	1,595

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3. SHARE EXCHANGE AGREEMENT (Details) (USD $)	Aug. 14, 2013
Share Exchange Agreement Details
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)

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CONSOLIDATED STATEMENS OF CASH FLOWS (USD $)	3 Months Ended	10 Months Ended
	Mar. 31, 2014	Mar. 31, 2014
Cash Flows Provided By (Used In) Operating Activities:
Net income (loss)	$ (582,090)	$ (1,293,052)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Loss on expired option to acquire property		150,000
Depreciation	3,116	3,116
Amortization of debt discount	330,399	331,193
Non-cash interest expense paid with stock issuance	3,669	3,669
Issuance of stock compensation		40,000
Other income from capital adjustment	(1,750)	(1,750)
Changes in operating assets and liabilities
(Increase ) / decrease  in accounts receivable	(65,624)	(67,868)
(Increase)/ decrease in prepaid and other assets	(7,303)	(7,303)
Increase / (decrease) in accounts payable, accrued expenses	(11,194)	32,018
Net cash provided by (used for) operating activities	(330,777)	(809,977)
Cash Flows Provided By (Used In) Investing Activities:
Acquisition of property and equipment	(8,250)	(291,003)
Purchase of option to acquire real estate		(150,000)
Net cash provided by (used for) investing Activities	(8,250)	(441,003)
Cash Flows Provided By (Used In) Financing Activities:
Purchase and cancellation of shares of common stock		(100,000)
Sales of common stock for cash consideration		985,400
Proceeds from exercise of warrants	400,000	400,000
Debt to common share conversion	(943)	(943)
Proceeds from borrowings	1,605,000	2,135,000
(Increase)/decrease in other non-current assets	(15,000)	(15,000)
Debt acquisition costs increase	(192,600)	(258,740)
Net cash provided by (used for) financing Activities	1,796,457	3,145,717
Net cash flows from discontinued operations		(9,871)
Net cash (used) in discontinued operations		(9,871)
Net Increase (Decrease) In Cash	1,457,430	1,884,866
Cash at the Beginning of the Period	427,436	0
Cash at the End of the Period	1,884,866	1,884,866
Supplemental Disclosure
Cash paid for interest	46,476	46,476
Cash paid for income taxes	0	0
Supplementary disclosure of noncash financing activities
Net liabilities on transfer of subsidiary		10,663
Cancellation of shares of common stock		100,000
Issuance of common stock for services		40,000
Net assets transferred on disposal of mapping division		452
Purchase of property with mortgage		170,000
Debt to common share conversion	255,000	255,000
Common stock issued in lieu of debt interest	$ 3,669	$ 3,669

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4. ACCOUNTS RECEIVABLE

3 Months Ended

Mar. 31, 2014

Notes to Financial Statements

4. ACCOUNTS RECEIVABLE

	March 31, 2014		December 31, 2013
Accounts receivable consist of:
Contract based rent amounts due from tenant	$	19,764	$	-
Contract based billings re-billed to tenant for facility improvements		47,455		1,595
Rent receivables are not past due at March 31, 2014 based on terms of payment within the lease contract.	$	67,219	$	1,595

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4. ACCOUNTS RECEIVABLE (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Accounts receivable consist of:
Contract based rent amounts due from tenant	$ 19,764
Contract based billings re-billed to tenant for facility improvements	47,455	1,595
Rent receivables are not past due at March 31, 2014 based on terms of payment within the lease contract.	$ 67,219	$ 1,595

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3. SHARE EXCHANGE AGREEMENT (Tables)

3 Months Ended

Mar. 31, 2014

Share Exchange Agreement Tables

Schedule of fair value of assets and liabilities

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