one) Commission File Number: 000-54770 (State ( Indicate by check mark whether the registrant has submitted electronically and posted on its corporate 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 : YES December 31, 2015 (Loss) per common share, basic and diluted Weighted average number of common shares outstanding, basic and diluted 2015 Balance, December 31, 2013 Balance, December 31, 2014 2015D.C.DC 20549FORMOne)x Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2016 o Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ______________ to _____________ x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended: September 30, 2015or¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to ________333-173873 (ExactNevada 45-0704149 or other jurisdiction ofincorporation or organization)I.R.S.IRS EmployerIdentification ID Number) Tel: (Registrant’snumber, including area code)Former address: 817 NW Hill Street Bend, OR 97701 (Former name, former address and former fiscal year, if changed since last report)Indicate by check marknumber)registrantissuer (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the precedingpast 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 YES x NO Noo¨Website,Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationsRegulation 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).Yes YES x NO Noo¨filer,”filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):Accelerated Fileraccelerated filer ☐oFilerfiler ☐oNon-Accelerated FilerNon-accelerated filer ☐o Do not check if a smallercompany)company Smaller Reporting Company ☒x.Yes Noo NO xTheRegistrant'sissuer's classes of common equity as of the latest practicable date: August 1, 2016: 50,220,000 shares of common stock, $0.0001 par value as$0.001November 16, 2015, was 50,220,000.Contents 1PagePart I - Financial Information TABLE OF CONTENTSItemPage PART I – FINANCIAL INFORMATIONItem 1 - Financial Statements43 Item 1Financial Statements4Item 2 Management’s - Management's Discussion and Analysis of Financial Condition and Results of Operations1713 Item 3 - Quantitative and Qualitative Disclosures About Market Risk 24Item 4Controls and Procedures2415 PART II – OTHER INFORMATIONItem 4 - Controls and Procedures2615 Item 1Legal ProceedingsPart II - Other Information 26 Item 1A1 - Legal ProceedingsRisk Factors2615 Item 1A - Risk Factors 15 Item 2 Unregistered - Sales of Unregistered Equity Securities and Use of Proceeds2615 Item 3 - Defaults Upon Senior Securities 2615 Item 4 - Mine Safety Disclosures 2615 Item 5 - Other Information 2615 Item 6 - Exhibits Exhibits16 27Signatures 28216
Forward-Looking StatementsCertain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements of the Registrant to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Registrant’s plans and objectives are based, in part, on assumptions involving it continuing as a going concern and executing on its stated business plan and objectives. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Registrant. Although the Registrant believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Registrant or any other person that the objectives and plans of the Registrant will be achieved.As used in this Quarterly Report, the terms "we", "us", "our", "Med-Cannabis Pharma", “Registrant”, and “Issuer” refers to MCPI, Inc. unless the context clearly requires otherwise.3PART– FINANCIAL INFORMATION- Financial Information1.1 - Financial StatementsCONSOLIDATED BALANCE SHEETSAs of September20152016 and2014ASSETS 9/30/2015 12/31/2014 (unaudited) (audited) Current assets: Cash and equivalents $ 31,082 $ 14,763 Accounts receivable 10,000 — Other receivables 83,300 — Total current assets 124,882 14,763 Fixed assets (net) 53,663 — Other assets — — Total assets: $ 178,544 $ 14,763 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) Current liabilities: Accounts payable $ 44,490 $ 6,285 Accounts payable – related party — — Accrued expenses 45,888 26,333 Accrued expenses – related party 41,628 — Deferred revenue — 5,000 Notes payable to stockholders 873,597 323,579 1,005,604 361,197 Total liabilities $ 1,005,604 $ 361,197 Stockholders’ (deficit): Preferred stock, $0.0001 par value, 25,000,000 shares authorized;
no shares issued and outstanding — — Common stock, $0.0001 par value, 500,000,000 shares authorized;
50,220,000 and 50,170,000 shares issued and outstanding, respectively 5,022 5,017 Additional paid-in capital 59,381,818 59,066,823 Accumulated Deficit (60,213,900 ) (59,418,274 ) Total stockholders’ (deficit) $ (827,060 ) $ (346,424 ) Total liabilities and stockholders’ (deficit) $ 178,544 $ 14,763 (Unaudited) (Audited) June 30, December 31, 2016 2015 ASSETS Current Assets Cash and cash equivalents $ — $ — — — $ — $ — LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities Accounts payable Third parties $ 27,440 $ 20,947 Accrued expenses Related parties 59,846 59,846 Accrued interest payable Related parties 19,475 81,816 Note payable to stockholder 774,151 607,314 880,912 769,923 Commitments and Contingencies Stockholders' Equity (Deficit) Preferred stock - $0.001 par value 25,000,000 shares authorized. None issued and outstanding. — — Common stock - $0.001 par value. 500,000,000 shares authorized. 50,220,000 and 50,170,000 shares issued and outstanding 50,220 50,220 Additional paid-in capital 59,336,620 59,336,620 Accumulated deficit (60,267,752 ) (60,156,763 ) (880,912 ) (769,923 ) $ — $ — to the financial statements are an integral part of these consolidated financial statements.4CONSOLIDATED STATEMENTS OF OPERATIONSFor TheNine Months Ended September 30, 2015 and 2014(unaudited) For the three months ended
September 30, For the nine months ended
September 30, 2015 2014 2015 2014 Revenues, net 59,555 $ — $ 69,555 $ — Cost of revenues 77,419 — 86,650 — Gross profit (17,864 ) — (17,095 ) — Expenses: Depreciation and amortization (29 ) — 7,682 General and administrative 146,893 34,022 337,721 77,662 Consulting fees 16,927 8,050 345,420 10,169 Legal Fees 3,646 6,363 12,259 18,941 Accounting fees 11,754 — 22,539 4,000 Transfer agent fees 1,320 6,451 2,251 2,103 Total Expenses 180,510 48,435 727,870 112,875 (Loss) from operations (198,374 ) (48,435 ) (744,965 ) (112,875 ) Other income (expense) Interest expense (27,509 ) (3,753 ) (50,661 ) (7,862 ) Total other income (expense) (27,509 ) (3,753 ) (50,661 ) (7,862 ) Provision for income taxes — — — — Net (loss) (225,883 ) $ (52,188 ) $ (795,626 ) $ (120,737 ) ** ** (0.02 ) ** 50,220,000 210,000,000 50,213,094 208,804,348 ** Less than $0.01 Six months Six months Three months Three months ended ended ended ended June 30, June 30, June 30, June 30, 2016 2015 2016 2015 Revenues $ — $ — $ — $ — Cost of Sales — — — — — — — — Operating expenses Professional fees 67,627 328,493 49,896 12,588 General and administrative costs — 211,156 — 86,604 67,627 539,649 49,896 99,192 Loss from operations (67,627 ) (539,649 ) (49,896 ) (99,192 ) Other income (expense) Loss from abandoned grow operation — (6,942 ) — (6,942 ) Interest expense on notes payable to stockholder (43,362 ) (23,152 ) (19,475 ) (14,337 ) Loss before provision for income taxes (110,989 ) (569,743 ) (69,371 ) (120,471 ) Provision for income taxes — — — — Net loss (110,989 ) (569,743 ) (69,371 ) (120,471 ) Other comprehensive income — — — — Comprehensive loss $ (110,989 ) $ (569,743 ) $ (69,371 ) $ (120,471 ) Loss per weighted-average share of common stock outstanding, computed on net loss basic and fully diluted $ (0.00 ) $ (0.01 ) $ (0.00 ) $ (0.00 ) Weighted-average number of shares of common stock outstanding - basic and fully diluted 50,220,000 50,213,094 50,220,000 50,220,000 to the financial statements are an integral part of these consolidated financial statements.5CONSOLIDATED STATEMENT OF STOCKHOLDERS’ (DEFICIT)For The Nine Month Period Ended September20152016 andThe Endedended December 31, 2014 Common Stock Paid-in Accumulated Shares Amount Capital Deficit Totals 210,000,000 $ 21,000 $ 59,014,061 $ (59,105,772 ) $ (70,711 ) Cancellation of shares of
common stock (159,930,000 ) (15,993 ) 15,993 — — Forgiveness of debt — — 1,806 — 1,806 Issuance of shares of
common stock to consultant 100,000 10 29,990 — 30,000 Imputed interest on related party loan — — 4,973 — 4,973 Net (loss) for the period — — — (312,502 ) (312,502 ) 50,170,000 $ 5,017 $ 59,066,823 $ (59,418,274 ) $ (346,434 ) Issuance of shares of common stock
for services 50,000 5 14,995 — 15,000 Donated Capital — — 300,000 — 300,000 Net (loss) for the period — — — (795,626 ) (795,626 ) Balance, September 30, 2015 (unaudited) 50,220,000 5,022 59,381,818 (60,213,900 ) (827,060 ) Additional Common Stock paid—in Accumulated Shares Amount capital Deficit Total Balances at January 1, 2015 50,170,000 $ 50,170 $ 59,021,670 $ (59,418,274 ) $ (346,434 ) Issuance of common stock for consulting fees 50,000 50 14,950 — 15,000 Contributed capital — — 300,000 — 300,000 Net loss for the year — — — (738,489 ) (738,489 ) Balances at December 31, 2015 50,220,000 50,220 59,336,620 (60,156,763 ) (769,923 ) Net loss for the year — — — (110,989 ) (110,989 ) Balances at June 30, 2016 50,220,000 $ 50,220 $ 59,336,620 $ (60,267,752 ) $ (880,912 ) to the financial statements are an integral part of these consolidated financial statements.6CONSOLIDATED STATEMENTS OF CASH FLOWSFor The NineEnded Septemberended June 30, 20152016 and 2014(unaudited) For the nine months ended
September 30, 2015 2014 Cash flows from operating activities: Net (loss) $ (795,626 ) $ (120,737 ) Adjustments to reconcile net (loss) to net cash provided (used) by operating activities Depreciation expense 7,682 — Shares issued for services 15,000 — Donated capital 300,000 — Imputed interest on related party loan — 4,973 Changes in operating assets and liabilities: Change in accounts receivable (93,800 ) — Change in other assets — (3,000 ) Change in accounts payable 38,207 (17,752 ) Change in accrued expenses 61,183 — Change in deferred revenue (5,000 ) — Net cash provided (used) by operating activities (472,354 ) (136,516 ) Cash flows from investing activities: Purchased of fixed assets (61,345 ) — Net cash (used in) investing activities (61,345 ) — Cash flows from financing activities: Increase in notes payable to a stockholder 550,018 140,180 Net cash (used in) financing activities 550,018 140,180 Net increase (decrease) in cash 16,319 3,664 Cash – beginning of period 14,763 37 Cash – end of period $ 31,082 $ 3,701 Non-cash investing and financing activities: Cash Paid During Year for Interest Expense 0 0 Shares Issued for Services 15,000 26,000 Cancellation of Common Shares 0 (30,000 ) Six months Six months ended ended June 30, June 30, 2016 2015 Cash Flows from Operating Activities Net income (loss) for the period $ (110,989 ) $ (569,743 ) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization — 7,711 Common stock issued for professional fees — 15,000 Note payable to related party restructuring fees 21,140 — Donated capital — 300,000 (Increase) Decrease in Accounts receivable — (93,800 ) Other assets — (2,711 ) Increase (Decrease) in Accounts payable 6,493 41,043 Accrued expenses 43,362 (9,060 ) Deferred revenues — (5,000 ) Net cash used in operating activities (39,994 ) (316,560 ) Cash Flows from Investing Activities Purchase of fixed assets in subsequently abandoned grow operation — (39,345 ) Net cash used in investing activities — (39,345 ) Cash Flows from Financing Activities Cash received from notes payable to stockholders 39,994 368,648 Net cash provided by financing activities 39,994 368,648 Increase (Decrease) in Cash — 12,743 Cash at beginning of period — 14,763 Cash at end of period $ — $ 27,506 Supplemental Disclosure of Interest and Income Taxes Paid Interest paid during the period $ — $ — Income taxes paid during the period $ — $ — Supplemental Disclosure of Non-Cash Investing and Financing Activities $ — $ — to the financial statements are an integral part of these consolidated financial statements.7
September
(unaudited)
NOTE 1 – Summary of Significant Accounting Policies
Unaudited Interim Financial Information
The accompanying Consolidated Balance Sheet as of September 30, 20152016 and December 31, 2014, Consolidated Statements2015
Organization
Business
Basis of Presentation
The accompanying financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (US GAAP) for financial information and in accordance with the Securities and Exchange Commission’s (SEC) Regulation S-X. They reflect all adjustments which are, in the opinionservices of the Company’s wholly-owned subsidiary, Medical Management Systems, Inc. (MMS), in managing the Stores. Bendor disputed this claim. To resolve the dispute, the parties agreed to forgive the accrued management necessary for a fair presentation offees and to offset the financial position and operating results as of and forapproximately $343,000 due from Bendor against the period ended September 30, 2015.
Use of Estimates
The accompanying financial statements ofapproximately $1,100,000 owed to Mr. Stidham with the Company releasing any and all interests it may have been preparedhad in the Stores and MMS. Additionally, the Company agreed to assign a trademark to Mr. Stidham as well as executing a new Note in the principal sum of $752,694.19.
Cash and Cash Equivalents
For purposes of the statement of cash flows,there is no guarantee that the Company will receive sufficient funding to sustain operations or implement any future business plan steps.
| 1. | Cash and cash equivalents |
| 2. | Organization costs |
| 3. | Revenue recognition |
| 4. | Income taxes |
Investments
Fair Value of Financial Instruments
ASC 820, “Fair Value Measurements” and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:
The estimated fair values of the Company’s financial instruments are as follows:
| Fair Value Measurement at September 30, 2015 Using: | |||||||||
Description |
9/30/15 | Quoted Prices In Active Markets For Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) | |||||
| Assets | |||||||||
| Cash and equivalents | $ | 31,082 | $ | 31,082 | $ | - | $ | - | |
| $ | 31,082 | $ | 31,082 | $ | - | $ | - | ||
| Liabilities | |||||||||
| Accounts payable | $ | 44,490 | $ | 44,490 | $ | - | $ | - | |
| Accrued expenses | 87,516 | 87,516 | - | - | |||||
| Note payable to stockholder | $ | 873,597 | $ | 873,597 | - | - | |||
Fair Value Measurement at December 31, 2014 Using: | |||||||||
Description |
12/31/14 | Quoted Prices In Active Markets For Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) | |||||
| Assets | |||||||||
| Cash and equivalents | $ | 14,763 | $ | 14,763 | $ | - | $ | - | |
| $ | 14,763 | $ | 14,763 | $ | - | $ | - | ||
| Liabilities | |||||||||
| Accounts payable | $ | 6,285 | $ | 6,285 | $ | - | $ | - | |
| Accrued Expenses | 26,333 | 26,333 | |||||||
| Deferred Revenue | 5,000 | 5,000 | - | - | |||||
| Note payable to stockholder | $ | 323,579 | $ | 323,579 | $ | - | $ | - | |
Revenue Recognition
For the quarter and nine months ended September 30, 2015, the Company realized $59,555 and 69,555, respectively, in revenue and $0 in 2014.
The Company recognizes revenue in accordance with ASC 605-10, "Revenue Recognition in Financial Statements". Revenue will be recognized only when all of the following criteria have been met:
Persuasive evidence of an arrangement exists; · Ownership and all risks of loss have been transferred to buyer, which is generally upon shipment; · The price is fixed and determinable; and · Collectability is reasonably assured.
Revenue is recorded net of any sales taxes charged to customers.
share one reverse split, Article III is amended to read as follows: The total number of this action is reflected in the accompanying financial statements as of the first day of the first period presented. issuance. the said absconded assets were unsuccessful. Accordingly, effective October 10, 2015, High Desert MMJ, Inc. abandoned the Emerald Mountain Organics joint venture and wrote off said investment. The any future business transaction. There can be no assurance that the Company will identify and/or enter into any business transaction in the future. Further, there can be no assurance that the Company would be successful in consummating any acquisition on favorable terms or that it will be able to profitably manage the business, product, technology or company it acquires. Fair Value Measurement at September 30, 2015 Using: Description 9/30/15 Quoted Prices In Active Markets For Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Fair Value Measurement at December 31, 2014 Using: Description 12/31/14 Quoted Prices In Active Markets For Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Net LossShare Calculationnet lossearnings (loss) per common share is computed by dividing the net loss attributableincome (loss) available to common stockholders by the weighted-average number of common shares outstanding forduring the period. Dilutedrespective period presented in our accompanying financial statements.sharesshare is computed similar to basic lossincome (loss) per share except that the denominator is increased to include the number of additional common shares that would have beenstock equivalents (primarily outstanding options and warrants).potential common shares had been issuedstock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date.additional common shares were dilutive.risk that the Company’s earnings are subject to fluctuations in interest rates or foreign exchange rates and are fully dependent upon the volatility of these rates. The Company does not use derivative instruments to moderate its exposure to financial risk, if any.periodstwelve months ended December 31, 2014, the Company recognized an aggregate $4,973 as additional paid-in capital for the economic event related to the non-interest bearing feature on the assumed note payable through its retirement.20142015since inceptionDecember 31, 2015, respectively, an aggregate of approximately $774,151 and $607,314, inclusive of the effect of the June 1, 2016 Settlement Agreement, as the lender continues to advance funds to support the Company’s working capital needs. The Company is delinquent in making the required monthly installment payments. Six months Six months ended ended June 30, June 30, 2016 2015 Federal: Current $ — $ — Deferred — — — — State: Current — — Deferred — — — — $ — $ — no dilutive financial instrumentsaggregate net operating loss carryforward(s) to offset future taxable income of approximately $1,210,000. The amount and availability of any net operating loss carryforward(s) will be subject to the limitations set forth in the Internal Revenue Code. Such factors as the number of shares ultimately issued or outstanding.
within a three year look-back period; whether there is a deemed more than 50 percent change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of any net operating loss carryforward(s).10Income TaxesCompany accountsCompany's income tax (benefit) expense for income taxes pursuantthe each of the six months ended June 30, 2016 and 2015, respectively, are as follows: Six months Six months ended ended June 30, June 30, 2016 2015 Statutory rate applied to income before income taxes $ (32,600 ) $ (193,700 ) Increase (decrease) in income taxes resulting from: State income taxes — — Other, including reserve for deferred tax asset and application of net operating loss carryforward(s) 32,600 193,700 $ — $ — FASB ASC 740, Income Taxes. Under FASB ASC 740-10-25, deferred tax assets and liabilities are determined based on temporary differences betweenas of June 30, 2016 and December 31, 2015, respectively: June 30, December 31, 2016 2015 Deferred tax assets Net operating loss carryforwards $ 417,600 $ 385,000 Less valuation allowance (417,600 ) (385,000 ) $ — $ — bases of certain assetssix months ended June 30, 2016 and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification ofyear ended December 31, 2015, respectively, the assets and liabilities generating the differences.The Company maintains a valuation allowance with respect to deferred tax assets. Med-Cannabis Pharma establishes a valuation allowance based upon the potential likelihood of realizingagainst the deferred tax asset increased by approximately $32,600 and taking into consideration the Company’s financial position$251,000.results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.Changes in circumstances, such asDecember 31, 2015generating taxable income, could cause a change in judgment aboutfiled an amendment to its ability to realize the related deferred tax asset. Any change in the valuation allowance will be included in income in the yearArticles of the change in estimate.Fiscal YearThe Company elected December 31st for its fiscal year end.NOTE 2 – Going ConcernThe Company plans to acquire medical marijuana collectives and/or medical marijuana dispensaries, which are currently in operations legally within the states that medical marijuana has been approved and is legal. Currently the Company has existing dispensaries in the state of Oregon. In addition, the Company intends to further expand by opening new medical marijuana collectives and medical marijuana dispensaries in locations where an acquisition is not readily available such as states where medical marijuana has been newly legalized.While management of the Company believes that Med-Cannabis Pharma will be successful in its planned operating activities under its business plan and capital formation activities, there can be no assurance that it will be able to successfully execute on either of these or that it will be able to generate adequate revenues to earn a profit or sustain its operations.The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United State of America, which contemplate continuation of the Company as a going concern. The Company has not established a source of revenues sufficient to cover its operating costs, and as such, has incurred an operating loss since its inception. Further, as of September 30, 2015, the Company had a working capital deficiency of ($880,722). These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern.11NOTE 3 – Fixed Assets 09/30/15 12/31/14 Grow lights $ 52,845 $ — Construction-in-process 8,500 — Gross Fixed Assets 61,345 — Accumulated depreciation (7,682 ) — Net Fixed Assets $ 53,662 $ — The Company purchased $61,345 of fixed assets during the nine months ended September 30, 2015. Depreciation expense for the three months ended September 30, 2015 was a credit of $29 dueIncorporation stating “After giving effect to a correction and was $7,682ten for the nine months ended September 30, 2015.NOTE 4 – Common Stockcommon shares authorized that may be issued byof all classes of stock which the CompanyCorporation shall have the authority to issue is 500,000,000five hundred twenty five million (525,000,000) shares, with aof which five hundred million (500,000,000) shares, par value $0.001 per share, shall be designated as “Common Stock” and twenty five million (25,000,000) shares, par value $0.001 per share, shall be designated as “Preferred Stock.” The effect of $0.0001 per share.2015the2015, the Company issued an aggregate of 50,000 shares during the period ending September 30, 2015 for consulting services renderedrelated to the provision of back-office and other management support services to marijuana dispensaries located in conjunction with the evaluationState of a new location. TheOregon. This stock was valued at $0.30/$0.30 per share, which approximated the closing price on January 15, 2015, the date of the agreement.On July 28, 2014, Big Sky Oil, Inc., the majority shareholder of Med-Cannabis Pharma Inc. (the “Company”), returned to the Company’s treasury 159,930,000 shares of the Company’s common stock it had purchased from prior management. Big Sky agreed to return these shares to the treasury for use in future possible issuances by the Company.stockholdings in MCPIthe Company’s common stock to consultants for ongoing services associated with marketing strategies. South Beach Live, Inc. is a related party and does not expect to be repaid for this transaction which was treatedvalued at approximately $300,000 and recorded as an expenseprofessional fees and donatedcontributed capital by MCPI.Duringon the period endingbooks of the Company.2014 the Company issued an aggregate of 100,000 shares for consulting services rendered in conjunction with store management and they were valued at $30,000 using the closing price on the date the shares were granted.As of September 30, 2015, the Company had 50,220,000 shares of its common stock issued and outstanding.NOTE 5 – Preferred StockThe total number of preferred shares authorized that may be issued by the Company is 25,000,000 shares with a par value of $0.0001 per share.As of September 30, 2015, the Company hadthere are no shares of its preferred stock issued and outstanding.12NOTE 6 – Income TaxesThe provision (benefit) for income taxes for the period from23, 2011 (inception) September 30, 2015 was as follows, assuming a 35 percent effective tax rate: September 30, 2015 For the year
ended
12/31/14Current tax provision: Federal Taxable income $ — $ — Total current tax provision $ — $ — Deferred tax provision: Federal Loss carryforwards $ 425,114 $ 134,432 Change in valuation allowance (425,114 ) (134,432 ) Total deferred tax provision $ — $ — As of September 30, 2015,29, 2016, the Company had approximately $1,265,733 in tax loss carryforwards that can be utilized in future periods to reduce taxable income through 2032.The Company providedfiled a valuation allowance equal toDefinitive Information Statement on Schedule 14C with the deferred income tax assets through September 30, 2015 because it is not presently known whether future taxable income will be sufficient to utilizeSecurities and Exchange Commission noting a pending 1 for 10 reverse split of the tax loss carryforwards.The Company has no uncertain tax positions.NOTE 7 – ChangeCompany’s issued and outstanding common stock; as approved by the Company’s Board of ControlOn March 27, 2014 the shareholders of MCPI, Inc. sold their shares, 210,000,000, to Big Sky Oil, Inc.Directors, and another investor, resulting in a change of control.On July 28, 2014, Big Sky Oil, Inc., the majority shareholder of Med-Cannabis Pharma Inc. (the “Company”), returnedconcurrent amendment to the Company’s treasury 159,930,000Articles of Incorporation setting the authorized capital of the Company from the authorized, as adjusted, 25,000,000 post-split shares of the Company’s common stock it had purchased from prior management. Big Sky agreed to return these shares to the treasury for use in future possible issuances by the Company.NOTE 8 – Related Party TransactionsThe Company operates under an agreement with Bendor Investments, LTD, a related party, under which MCPI receives a fee for managing Bendor’s retail stores.South Beach Live, Inc. a related party directly transferred 1,000,000500,000,000 shares of its MCPI$0.001 par value common stock and the authorized, as adjusted, 250,000 post-split shares of preferred stock to consultants in return for services25,000,000 shares of $0001 par value preferred stock. This action is anticipated to be completed during the Company. South Beach does not expect repayment and this transaction was treated as donated capital.As September 30, 20153rd quarter of Calendar 2016.had a line-of-credit (”LOC”) to a related party stockholder inthrough the amountissue date of $873,597, with interest at 10% annually. This LOC was entered into on July 28, 2014 and replaced the shareholder note that was assumed during the change of control transaction. During the nine months ended September 30, 2015 Interest expense on the LOC was $50,661.$41,628 of the Company’s accounts payable and accrued expenses are to related parties. $24,923 of this amount was assumed when current management took control.In the change of control agreements dated March 27, 2014, $1,806 of related party debt was forgiven by a former shareholder.13NOTE 9 – Recent Accounting Pronouncements Auditors please updateOn November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 201416—Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods.On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 201417—Business Combinations (Topic 805): Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle.On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-15, Presentation of Financial Statements – Going Concerns (Subtopic 205-40): Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company.14In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected toconcluded that no subsequent events have a material impact on our financial position or results of operations. In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation , to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providingoccurred that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entitywould require recognition in the development stage. The amendments relatedaccompanying financial statements or disclosure in the Notes to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations.Besides what’s noted above the Company does not expect the impact of recent accounting pronouncements to have a material effect on the Company’s financial statements.NOTE 10 – Subsequent EventsOctober 1, 2015-Recreation marijauna sales became legal in Orgeon. As allowed by law the Company commenced recreational sales through its medical despensaries.15October 2, 2015 – Entry into a Material Definitive Agreement: MCPI, Inc. (the “Company”) entered into a Purchase Agreement (the “Agreement”) with World of Weed, Inc. (“WOW”), a Colorado corporation. Pursuant to the Agreement, and upon the terms and subject to the conditions thereof, at the closing, the Company will issue 10.02 shares of its common stock in exchange for each share of WOW stock currently issued and outstanding. If all the WOW shares are exchanged, the Company would issue a total of 50,100,000 shares of its common stock to WOW shareholders. If all these shares are issued, the WOW shareholders will own approximately 50.00149% of the Company. WOW owns and operates a retail marijuana store and a grow operation in Colorado Springs, Colorado.As part of the proposed acquisition of WOW, the Company has appointed Anthony C. Russo as a director to replace Mr. Burch. The Company has increased the size of its Board from three to five and added two additional directors: Tony Pugliese and Leonard Armenta.October 22, 2015 – Termination of a Material Definitive Agreement: Previously, on September 30, 2015, MCPI, Inc. (the “Company”) announced that it had entered into a Purchase Agreement (the “Agreement”) with World of Weed, Inc. (“WOW”), a Colorado corporation. Subsequently to entering into this Agreement but prior to the closing of the Agreement, WOW’s counsel informed the parties to the Agreement that the proposed transaction would not be in compliance with Colorado law and that the proposed transaction could not be consummated.As part of the anticipated transaction, the Company had appointed three new directors: Anthony Russo, Tony Pugliese and Leonard Armenta. The majority shareholder of the Company, acting by majority written consent pursuant to the Company’s Bylaws, voted to remove these three new directors.October 30, 2015 Graciela Moreno resigned as Director, President, and Chief executive off ice or the Company. On that day the Board appointed Garrett Vogel, the Company’s CFO to assume the role of interim CEO162.2 - Management’s Discussion and Analysis of Financial Condition and Results of OperationsWe are a corporation with limited operations. Our independent registered public accounting firm has issued a going concern opiniontheir audit report dated December 31, 2014, which canthis annual filing, including, without limitation, statements containing the words "believes", "anticipates", "expects" and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be found in our Annual Report on Form 10-K filed withmaterially different from any future results, performance or achievements expressed or implied by such forward-looking statements.Securitiesfollowing: international, national and Exchange Commission (“SEC”) on May 14, 2015. This means that our auditors believe there is substantial doubt that we can continue as an on-going business forlocal general economic and market conditions: demographic changes; the next 12 months. Accordingly, we must raise additional cashability of the Company to sustain, our limited operations.We presently are exploringmanage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; and other such sources of funding, including raising funds through a second public offering, a private placement of securities, or loans. If we are unable to raise this additional funding, we will either have to suspend operations until we do raise the cash or cease operations entirely.The following discussion should be read in conjunction with our Financial Statements and the notes thereto and the other information includedfactors referenced in this Quarterly Reportand previous filings.filed with the SECSouthwest China Imports, Inc. on Form 10-Q.Limited Operating History; Need for Additional CapitalThere is limited historical financial information about us upon which to base an evaluation of our performance. We remainFebruary 23, 2011 in the start-up stageState of operationsNevada. The Company’s initial business plan was to import high-end handmade lace wigs, hairpieces, and have only begunother beauty supplies and accessories manufactured overseas into the United States.generate nominal revenue. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment ofMed-Cannabis Pharma, Inc. and implemented a new business enterprise, including limited capital resourcesplan to enter into the retail sale of medical and possible cost overruns, such as increases in marketing costs, increases in administration expenditures associated with daily operations, increases in accounting and audit fees, and increases in legal fees related to filings and regulatory compliance.Currently, we do not have any arrangements for additional financing. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations. Equity financing could result in additional dilution to existing shareholders.Plan of OperationsThe medicalpersonal use marijuana, dispensaries, which are currently in operations legally within the states that medical marijuana has been approved and is legal. Currentlywhere allowable. In October 2015, the Company has operatingchanged its name to MCPI, Inc.is negotiating with existing dispensariesdisposed of Med-Pharma Management, Inc. and High Desert MMJ, Inc. Prior thereto, the Company’s subsidiaries were Medical Management Systems, Inc., an Oregon corporation engaged in Oregon.The company intendsproviding back-office and support services to further expand by acquiring or opening medical marijuana dispensaries in locations wherethe State of Oregon; Med-Pharma Management, Inc., a Washington State corporation which was formed to own, manage or provide back-office and support services to marijuana dispensaries in Washington State; and High Desert MMJ, Inc. an acquisition is not readily available such as states where medical marijuana has been newly legalized. The new locations will be based on medicinal demand and location analysis to support maximum potential of success.The Company currently has corporate offices in Newport Oregon.17Results of OperationsThree months Ended September 30, 2015 and 2014Revenues. We generated revenues of $59,555 during the three months ended September 30, 2015compared to $0 for the same period a year agoGross Profit. Our gross loss was $17,864 and $0 during the three months ended September 30, 2015 and for the same period a year ago, respectively.Operating Expenses. Our total operating expenses for the three months ended September 30, 2015 were $180,510,Oregon corporation, which is a $132,075 or 273%,increase compared99.0% partner in Emerald Mountain Organics, an Oregon joint venture, formed to operating expensesfacilitate the development and growing of $48,435medical marijuana plants for wholesale distribution to licenced dispensaries in the same period a year ago. The increase in expenses was primarily attributable to increased general and administrative cost from arising from more personnel, paying previously unpaid personnel, and increased accounting costs.Income (Loss) From Operations. We had a loss from operationsState of $198,374 for the three months ended September 30, 2015 compared to an operating loss of $48,435 for the same period a year ago, which represented a $149,939 increase in operating loss.Other income (expenses). During the three months ended September 30, 2015 we recorded $27,509 interest, compared to $3,753 the same period a year ago. The interest expense is comprised of interest payable related to line-of-credit interest and notes outstanding payable to a related party. In increase is due to higher balances outstanding.Net Income (Loss). We had a net loss of $225,883 for the three months ended September 30, 2015 compared to a net loss of $52,188 for the same period a year ago, which represented an increase of $173,695, in net loss. Total Stockholders’ Deficit. Our stockholders’ deficit was $827,060 as of September 30, 2015.Nine months Ended September 30, 2015 and 2014Revenues. We generated revenues of $69,555 during the nine months ended September 30, 2015compared to $0 for the same period a year ago.. Increases are particaly due to an additional store coming on-lineGross Profit. Our gross loss was $17,095 and $0 during the Nine months ended September 30, 2015 and for the same period a year ago, respectively.Operating Expenses. Our total operating expenses for the nine months ended September 30, 2015 were $727,870, which is a $614,995 or 548%,increase compared to operating expenses of $112,875 for the same period a year ago. The increase in expenses was primarily attributable to increased general and administrative cost from arising from more personnel, paying previously unpaid personnel, and increased accounting costs.Income (Loss) From Operations. We had a loss from operations of $744,965 for the nine months ended September 30, 2015 compared to an operating loss of $112,875 for the same period a year ago, which represented a $632,090 increase in operating loss.
Oregon.18Other income (expenses). During the nine months ended September 30, 2015 we recorded $50,661 interest, compared to $7,862 the same period a year ago. The interest expense is comprised of interest payable related to line-of-credit interest and notes outstanding payable to a related party. In increase is due to higher balances outstanding.Net Income (Loss). We had a net loss of $795,965 for the nine months ended September 30, 2015 compared to a net loss of $112,875 for the same period a year ago, which represented an increase of $674,889, in net loss. Liquidity and Capital ResourcesAs September 30, 2015, we had $178,544 of assets. Our total liabilities were $1,005,604, which consisted of accounts payable of $44,490, accrued expenses of $87,516 and a line-of-credit aggregating $873,597 to a related party. The LOC has a 10% annual interest rate. Further, we had no external credit facilities (i.e. bank loans, revolving lines of credit, etc.).Based on the initial increase in volume due to the legalization of recreational marijuana sales we expect to achieve profitability and positive cash flow in early 2016. We believe that we need at least $4,000,000 in additional funds to achieve our short-term physical expansion and marketing/brand development plans while meeting our responsible l working capital requirements over the next 12 months.We are presently exploring various sources of funding, including raising funds through a secondary public offering, a private placement of our securities, or loans. Without limiting our available options, future equity financings will most likely be through the sale of additional shares of our common stock. It is possible that we could also offer warrants, options and/or rights in conjunction with any future issuances of our common stock. However, we can give no assurance that financing will be made available to us, and if made available to us, in amounts or on terms acceptable to us. If we cannot secure adequate financing, we may be forced to cease operations and you will lose your entire investment.Going Concern ConsiderationOur independent registered public accounting firm has issued a going concern opinion in their audit report dated May 13 , 2015, which can be found in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on May 14, 2015. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next 12 months. Our financial statements found within this Quarterly Report on Form 10-Q and the aforementioned Annual Report on Form 10-K contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.Off –Balance Sheet OperationsweMedical Management Systems, Inc. held a Management Contract for three marijuana dispensaries located in Newport, Bend and Cottage Grove, Oregon; which are owned by a company controlled by a related party. This Management Contract was terminated by the consent of both parties, effective March 31, 2016. Med-Pharma only conducted introductory due diligence efforts in the State of Washington and, currently, has abandoned all activities in the State of Washington. Emerald Mountain Organics had, no off-balance sheet activitiesas of September 30,2015, established an early-phase growing operation and has generated nominal sales.operations.19CRITICAL ACCOUNTING POLICIESaccompanyingcumulative start-up losses in the Company’s consolidated financial statements have been preparedfor the Emerald Mountain Organics joint venture, through the date of abandonment were approximately $53,000 and the Company recognized a loss on the stolen assets of approximately $51,000 during the quarter ended December 31, 2015.accordance with United States Generally Accepted Accounting Principles (“US GAAP”)Oregon, which are owned by Bendor Investments, Ltd. (Bendor), whose sole shareholder is Charles Stidham. The Company owes Mr. Stidham approximately $1,100,000, including accrued interest, as of the date of the Settlement Agreement.financial informationmanagement fees of approximately $80,000 and reimbursement of monies advanced to support the operations of the Stores totaling approximately $343,000 for the services of the Company’s wholly-owned subsidiary, Medical Management Systems, Inc. (MMS), in accordancemanaging the Stores. Bendor disputed this claim. To resolve the dispute, the parties agreed to forgive the accrued management fees and to offset the approximately $343,000 due from Bendor against the approximately $1,100,000 owed to Mr. Stidham with the SecuritiesCompany releasing any and Exchange Commission’s (“SEC”) Regulation S-X. They reflect all adjustments which are,interests it may have had in the Stores and MMS. Additionally, the Company agreed to assign a trademark to Mr. Stidham as well as executing a new Note in the principal sum of $752,694.19. The effect of the June 1, 2016 Settlement Agreement , due to the timing of this release of these amended financial statements and this transaction, is reflected in the accompanying consolidated financial statements.Med-Cannabis Pharma’s management, necessary for a fair presentationthe Company’s management.financial positionrespective six month periods ended June 30, 2016 and 2015. These expenses were predominately related to legal and professional fees, efforts to implement the Company’s business plan, maintenance of the corporate entity and compliance with the periodic reporting requirements of being a publicly-owned company. Expenditure levels are anticipated to fluctuate depending on the Company’s activities related to its stated business plan.resultsexpenses for purposes other than fulfilling the objectives of the Company’s business plan, as previously stated, and the obligations of being a reporting company under the Securities Exchange Act of 1934.three months ended September 30, 2015 and 2014.UseCompany’s majority stockholder to have the resources available to support the Company. Should this pledge fail to provide financing, the Company has not identified any alternative sources. Consequently, there is substantial doubt about the Company's ability to continue as a going concern.EstimatespreparationCompany has no current plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities prior to the location of a potential business transaction. Accordingly, there can be no assurance that sufficient funds will be available to the Company to allow it to cover the expenses related to such activities.in conformity withand related public financial information are based on the application of accounting principles generally accepted in the United States of America(“GAAP”). GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Because of the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates inherentcan also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the financial reporting process, actualcircumstances. Actual results may differ significantlymaterially from those estimates.Cash and Cash EquivalentsFor purposesthese estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of the statementour financial statements.cash flows, Med-Cannabis Pharma considers highly liquidour financial instruments purchased with a maturity of three months or less to be cash equivalents. As of September 30, 2015, we had $10,360 in cash and equivalents.Fair Value of Financial InstrumentsASC 820, “Fair Value Measurements” and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. Astatements. While all these significant accounting policies impact our financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:LevelDescriptionLevel 1Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.Level 2Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.Level 3Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.[This space intentionally left blank.]20The estimated fair values of the Company’s financial instruments are as follows: Assets Cash and equivalents $ 31,082 $ 31,082 $ - $ - $ 31,082 $ 31,082 $ - $ - Liabilities Accounts payable $ 44,490 $ 44,090 $ - $ - Accrued Expenses 87,516 87,516 Note payable to stockholder 873,597 873,597 - - $ 1,005,604 $ 1,005,604 $ - $ - Assets Cash and equivalents $ 14,463 $ 14,463 $ - $ - $ 14,463 $ 14,476 $ - $ - Liabilities Accounts payable $ 6,285 $ 6,285 $ - $ - Accrued Expenses 26,333 26,333 Deferred 5,000 5,000 - - Note payable to stockholder 323,579 323,579 - - $ 361,197 $ 361,197 $ - $ - Net Loss per Share CalculationBasic net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per shares is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. During the three months ended September 30, 2015 we had no dilutive financial instruments issued or outstanding.21Revenue RecognitionMed-Cannabis Pharma follows the guidance of FASB ASC Topic 605 for revenue recognition. In general, Med-Cannabis Pharma recognizes revenue when (1) the price is fixed and determinable, (2) persuasive evidence of an arrangement exists, (3) the service has been provided, and (4) collectability is reasonably assured.Med-Cannabis Pharma generates revenue from managing the operations of Medical Marijuana dispensaries owned by others.Income TaxesWe account for income taxes pursuant to FASB ASC 740, Income Taxes. Under FASB ASC 740-10-25, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.We maintain a valuation allowance with respect to deferred tax assets. Med-Cannabis Pharma establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration Med-Cannabis Pharma’s financial positioncondition and results of operations, for the current period. Future realizationwe view certain of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.Changes in circumstances, suchthese policies as Med-Cannabis Pharma generating taxable income, could cause a change in judgment about its abilitycritical. Policies determined to realize the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.Recently Issued Accounting Pronouncements Auditors Please ReviewOn November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 201416—Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative featurecritical are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrumentpolicies that is issued in the form of a share. The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods.On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 201417—Business Combinations (Topic 805): Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in whichhave the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle.22On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-15, Presentation of Financial Statements – Going Concerns (Subtopic 205-40): Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company.In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a materialsignificant impact on our financial positionstatements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations. In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation , to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on ouroperations, financial position or results of operations.Besides what’s noted aboveliquidity for the Company does not expect the impact of recent accounting pronouncements to have a material effect on the Company’s financial statements.
periods presented in this report.233.3 - Quantitative and Qualitative Disclosures About Market Riskapplicable since we arerequired of a smaller reporting company.4.4 - Controls and ProceduresAsreport, we conducted an evaluation under the supervision and with the participation of our sole officer and director, Gracie Moreno, we evaluated the effectiveness of the design and operation of our disclosureQuarterly Report. Disclosure controls and procedures (as definedare controls and procedures designed to ensure that information required to be disclosed in Rule 13a-15(e) and 15d-15(e) ofour reports filed or submitted under the Exchange Act).A material weaknessAct is a deficiency, or a combination of deficiencies,recorded, processed, summarized and reported within the time periods specified in internal control over financial reporting,the Commission’s rules and forms and include controls and procedures designed to ensure that information we are required to disclose in such reports is accumulated and communicated to management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Based upon that there is a reasonable possibility that a material misstatement ofevaluation, our annual or interim financial statements will not be presented or detected on a timely basis.Based on management’s assessment, weCertifying Officers have concluded that as September 30, 2015,of such date, our disclosure controls and procedures were not effective in timely alerting management to ensure that the material information relating to us required to be includeddisclosed by us in our annualreports is recorded, processed, summarized and interim filings withreported within the SEC.Management has concluded thattime periods specified by the SEC due to a inherent weakness in our disclosureinternal controls and procedures had the following material weaknesses:We were unable to maintain any segregation of duties within ourover financial operationsreporting due to our reliance on limited personnel instatus as a shell corporation and having a sole supervising officer. However, our Certifying Officers believe that the finance function. While this control deficiency has not resulted in any audit adjustments to our interim or annual financial statements it could have resultedincluded in athis report fairly present, in all material misstatement that might have been prevented or detected by a segregationrespects, our financial condition, results of duties;Med-Cannabis Pharma lacks sufficient resources to performoperations and cash flows for the internal audit function and does not have an Audit Committee;We do not have an independent Board of Directors, nor do we have a board member designated as an independent financial expert to Med-Cannabis Pharma. The Board of Directors is comprised of three (3) members, two of whom also serves as Med-Cannabis Pharma’s sole executive officer and a vice president/store manager.. As a result, there is a lack of independent oversight of the management team, lack of independent review of our operating and financial results, and lack of independent review of disclosures made by Med-Cannabis Pharma; andDocumentation of all proper accounting procedures is not yet complete.These weaknesses have existed since our inception and, as of September 30, 2015, have not been remedied.
respective periods presented.24To the extent reasonably possible given our limited resources, we intend to take measures to cure the aforementioned material weaknesses, including, but not limited to, the following:Considering the engagement of consultants to assist in ensuring that accounting policies and procedures are consistent across the organization and that we have adequate control over financial statement disclosures;Hiring additional qualified financial personnel, including a Chief Financial Officer, on a full-time basis;Expanding our current board of directors to include additional independent individuals willing to perform directorial functions; andIncreasing our workforce in preparation for exiting the development stage and commencing revenue producing operations.Since the recited remedial actions will require that we hire or engage additional personnel, these material weaknesses may not be overcome in the near-term due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the limited advice of outside professionals and consultants. and Procedureshave beenwere no other significant changes (including other corrective actions with regard to significant deficiencies or material weaknesses) in our internal controlcontrols over financial reporting that occurred during the period covered by this reportquarter ended June 30, 2016 that havehas materially affected, or areis reasonably likely to materially affect, our internal control over financial reporting.25PART1.1 - Legal ProceedingsNo officer, director, or persons nominated for these positions, and no promoter or significant employee (current or former) of our corporation has been involved in legal proceedings that would be material to an evaluation of our management. We are not aware of any pending or threatened legal proceedings involving MCPI, Inc.During the past ten (10) years, Gracie Moreno has not been the subject of the following events:1)Any bankruptcy petition filed by or against any business of which Ms. Moreno was a general partner or executive officer either at the time of the bankruptcy or within two (2) years prior to that time;2)Any conviction in a criminal proceeding or being subject to a pending criminal proceeding;3)An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Ms. Moreno’s involvement in any type of business, securities or banking activities; and4)Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.1A.1A – Risk FactorsNot applicable since wecompany.company as defined by Reg. 240.12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.2.2 - Unregistered Sales of Equity Securities and Use of ProceedsNone.3. Default3 - Defaults Upon Senior SecuritiesNone.4.4 - Mine Safety DisclosuresNot Applicable.5.5 - Other InformationNone.31.1 26Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002 - Chief Executive and Financial Officer Item 6. ExhibitsExhibit Number32.1Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002 - Chief Executive and Financial Officer 101 DescriptionInteractive data files pursuant to Rule 405 of Exhibit 3.1(1)Articles of Incorporation3.2(1)Bylaws3.3(2)Amendment to Articles of Incorporation31.1Section 302 Certifications under Sarbanes-Oxley Act of 200232.1Section 906 Certification under Sarbanes Oxley Act of 2002(1)Incorporated by our Registration Statement on Form S-1 filed May 3, 2011.(2)Incorporated by our Current Report on Form 8-K filed July 1, 2014.MCPI, Inc. Following are the 8-K’s filed by the Company during the quarter ended September 30, 2015 and subsequent to:October 2, 2015 – Entry into a Material Definitive Agreement: MCPI, Inc. (the “Company”) entered into a Purchase Agreement (the “Agreement”) with World of Weed, Inc. (“WOW”), a Colorado corporation. Pursuant to the Agreement, and upon the terms and subject to the conditions thereof, at the closing, the Company will issue 10.02 shares of its common stock in exchange for each share of WOW stock currently issued and outstanding. If all the WOW shares are exchanged, the Company would issue a total of 50,100,000 shares of its common stock to WOW shareholders. If all these shares are issued, the WOW shareholders will own approximately 50.00149% of the Company. WOW owns and operates a retail marijuana store and a grow operation in Colorado Springs, Colorado.As part of the proposed acquisition of WOW, the Company has appointed Anthony C. Russo as a director to replace Mr. Burch. The Company has increased the size of its Board from three to five and added two additional directors: Tony Pugliese and Leonard Armenta.October 22, 2015 – Termination of a Material Definitive Agreement: Previously, on September 30, 2015, MCPI, Inc. (the “Company”) announced that it had entered into a Purchase Agreement (the “Agreement”) with World of Weed, Inc. (“WOW”), a Colorado corporation. Subsequently to entering into this Agreement but prior to the closing of the Agreement, WOW’s counsel informed the parties to the Agreement that the proposed transaction would not be in compliance with Colorado law and that the proposed transaction could not be consummated.As part of the anticipated transaction, the Company had appointed three new directors: Anthony Russo, Tony Pugliese and Leonard Armenta. The majority shareholder of the Company, acting by majority written consent pursuant to the Company’s Bylaws, voted to remove these three new directors. 27 SIGNATURESPursuant 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 behalf by the undersigned, thereto duly authorized on this 16th day of November, 2015.Dated: August 1, 2016 MCPI, Inc./s/ R.Wayne Duke By: /s/ Garrett Vogel Garrett Vogel President, Chief Executive Officer,Chief Financial Officer, Secretary,, and TreasurerR.Wayne Duke 28Chief Executive and Financial Officer