Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2014 | 12-May-15 | |
Document And Entity Information | ||
Entity Registrant Name | Med-Cannabis Pharma, Inc. | |
Entity Central Index Key | 1516559 | |
Document Type | 10-K | |
Document Period End Date | 31-Dec-14 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $1,000,000 | |
Entity Common Stock, Shares Outstanding | 50,170,000 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2014 |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets | ||
Cash | $14,763 | $37 |
Total Current Assets | 14,763 | 37 |
Total Assets | 14,763 | 37 |
Current Liabilities | ||
Accounts Payable | 3,944 | 20,198 |
Accounts payable, related party | 4,579 | 0 |
Accrued Expenses | 2,340 | 0 |
Accrued expenses, related party | 21,755 | 0 |
Deferred revenue | 5,000 | 0 |
Notes Payable - Related Party | 323,579 | 50,550 |
Total Current Liabilities | 361,197 | 70,748 |
Total Liabilities | 361,197 | 70,748 |
Stockholders' Equity: | ||
Preferred Stock, $0.0001 par value, 25,000,000 shares authorized, 0 and 0 shares issued and outstanding | 0 | 0 |
Common Stock, $0.0001 par value, 250,000,000 shares authorized, 50,170,000 and 210,000,000 shares issued and outstanding | 5,017 | 21,000 |
Additional Paid In Capital | 59,066,823 | 59,014,061 |
Accumulated Deficit | -59,418,274 | -59,105,772 |
Stockholders' Equity (Deficit) | -346,434 | -70,711 |
Total Liabilities and Stockholders' Equity | $14,763 | $37 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares outstanding | 50,170,000 | 210,000,000 |
Common stock, shares issued | 50,170,000 | 210,000,000 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||
Revenues, net | $0 | $8,148 |
Cost of Revenues | 0 | 178 |
Gross Profit | 0 | 7,970 |
Operating Expenses: | ||
Other General Expenses | 299,052 | 65,172 |
Total Operating Expenses | 299,052 | 65,172 |
Net Loss from Operations | -299,052 | -57,202 |
Other Income: | ||
Interest (income) expense | 13,450 | 4,298 |
Total Other (Income) Ex[ense | 13,450 | 4,298 |
Net Loss Before Income Taxes | -312,502 | -61,500 |
Provision for Income Tax (Expense) Benefit | 0 | 0 |
Net Loss | ($312,502) | ($61,500) |
Earnings per Share, Basic and Diluted: | ||
Weighted Average of Outstanding Shares | 141,659,233 | 303,369,863 |
Income (Loss) for Common Stockholders | $0 | $0 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | ($312,502) | ($61,500) |
Adjustments to reconcile net loss to net cash used (provided) by operating activiites | ||
Imputed interest | 4,973 | 4,298 |
Shares Issued for Services | 30,000 | 26,000 |
Changes in assets and liabilities: | ||
Accounts Receivable | 0 | 0 |
Other assets | 0 | 0 |
Accounts Payable / Accrued Expenses | 12,420 | -19,639 |
Deferred revenue | 5,000 | 0 |
Net Cash Provided (Used) by Operating Acticities | -260,109 | -11,563 |
Cash Flows From Financing Activities | ||
Borrowings on debt | 274,835 | 16,000 |
Proceeds from sale of stock | 0 | 0 |
(Payments) Borrowings: Shareholder Advances | 0 | -5,000 |
Net cash provided by (used in ) financiing activities | 274,835 | 11,000 |
Net Change in Cash | 14,726 | -563 |
Cash at Begining of Period | 37 | 600 |
Cash at End of Period | $14,763 | $37 |
Consolidated_Shareholders_Equi
Consolidated Shareholders Equity (Unaudited) (USD $) | Common Stock | Additional Paid-In Capital | Retained Earnings / Accumulated Deficit | Total |
Begining balance, APIC at Dec. 31, 2012 | $58,954,763 | |||
Begining balance, stockholders' equity at Dec. 31, 2012 | -59,044,272 | |||
Begining balance, amount at Dec. 31, 2012 | 50,000 | |||
Begining balance, shares at Dec. 31, 2012 | 500,000,000 | |||
Issuance of common stock new issues net, shares | -290,000,000 | |||
Isssuance of common stock new issues net, value | -29,000 | |||
Issuance of common stock new issues net, APIC | 55,000 | |||
Imputed interest | 4,298 | |||
Net income (loss) | -61,500 | -61,500 | ||
Ending balance, APIC at Dec. 31, 2013 | 59,014,061 | |||
Stockholders' Equity (Deficit) at Dec. 31, 2013 | -59,105,772 | -70,711 | ||
Common stock, amount at Dec. 31, 2013 | 21,000 | |||
Common stock, shares outstanding at Dec. 31, 2013 | 210,000,000 | 210,000,000 | ||
Issuance of common stock for services, shares | 100,000 | |||
Issuance of common stock for services, amount | 10 | |||
Issuance of common stock for services, APIC | 29,990 | |||
Issuance of common stock new issues net, shares | -159,930,000 | |||
Isssuance of common stock new issues net, value | -15,993 | |||
Issuance of common stock new issues net, APIC | 15,993 | |||
Foregiveness of debt | 1,806 | |||
Imputed interest | 4,973 | |||
Net income (loss) | -312,502 | -312,502 | ||
Ending balance, APIC at Dec. 31, 2014 | 59,066,823 | |||
Stockholders' Equity (Deficit) at Dec. 31, 2014 | -59,418,274 | -346,434 | ||
Common stock, amount at Dec. 31, 2014 | $5,017 | |||
Common stock, shares outstanding at Dec. 31, 2014 | 50,170,000 | 50,170,000 |
NOTE_1_Summary_of_Significant_
NOTE 1 Summary of Significant Accounting Policies | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Accounting Policies [Abstract] | ||||||||||
NOTE 1 Summary of Significant Accounting Policies | NOTE 1 – Summary of Significant Accounting Policies | |||||||||
Organization | ||||||||||
Med-Cannabis Pharma, Inc. (“Company” or “Med-Cannabis Pharma”) was incorporated under the laws of the State of Nevada on February 23, 2011. Med-Cannabis Pharma has one wholly owned subsidiary, Med-Pharma Management, Inc., that as of December 31, 2014 had no revenue but did incur due diligence and other administrative expenses. | ||||||||||
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 opinion of the Company’s management, necessary for a fair presentation of the financial position and operating results as of and for the period ended December 31, 2014. | ||||||||||
Use of Estimates | ||||||||||
The accompanying financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. Actual results may vary from these estimates. | ||||||||||
Cash and Cash Equivalents | ||||||||||
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of December 31, 2014, the Company had $14,763 in cash and equivalents and $37 at December 31, 2013. | ||||||||||
Investments | ||||||||||
The Company accounts for its marketable securities, which are classified as trading securities, in accordance with generally accepted accounting principles for certain investments in debt and equity securities, which requires that trading securities be carried at fair value. Unrealized gains and losses due to changes in fair value as well as realized gains and losses resulting from sales of securities are reported as Other Income/Expenses in the statement of operations. Fair value of the securities is based upon quoted market prices in active markets or estimated fair value when quoted market prices are not available. The cost basis for realized gains and losses is determined on a specific identification basis. As of December 31, 2014 the Company had no 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: | ||||||||||
Level | Description | |||||||||
Level 1 | Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | |||||||||
Level 2 | Applies 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 3 | Applies 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. | |||||||||
The estimated fair values of the Company’s financial instruments are as follows: | ||||||||||
Fair Value Measurement at December 31, 2014 Using: | ||||||||||
Quoted | ||||||||||
Prices In | Significant | |||||||||
Active | Other | Significant | ||||||||
Markets For | Observable | Unobservable | ||||||||
Identical | Inputs | Inputs | ||||||||
Description | 12/31/14 | Assets | (Level 2) | (Level 3) | ||||||
(Level 1) | ||||||||||
Assets | ||||||||||
Cash and equivalents | $ | 14,763 | $ | 14,763 | $ | - | $ | - | ||
$ | 14,763 | $ | 14,763 | $ | - | $ | - | |||
Liabilities | ||||||||||
Accounts payable | $ | 8,523 | $ | 4,579 | $ | - | $ | - | ||
Accrued expenses | 24,095 | 21,754 | ||||||||
Note payable to stockholder | 323,579 | 323,579 | - | - | ||||||
$ | 356,197 | $ | 349,912 | $ | - | $ | - | |||
Fair Value Measurement at December 31, 2013 Using: | ||||||||||
Quoted | ||||||||||
Prices In | Significant | |||||||||
Active | Other | Significant | ||||||||
Markets For | Observable | Unobservable | ||||||||
Identical | Inputs | Inputs | ||||||||
Description | 12/31/13 | Assets | (Level 2) | (Level 3) | ||||||
(Level 1) | ||||||||||
Assets | ||||||||||
Cash and equivalents | $ | 37 | $ | 37 | $ | - | $ | - | ||
$ | 37 | $ | 37 | $ | - | $ | - | |||
Liabilities | ||||||||||
Accounts payable | $ | 20,198 | $ | 20,198 | $ | - | $ | - | ||
Note payable to stockholder | 50,550 | 50,550 | - | - | ||||||
$ | 70,748 | $ | 70,748 | $ | - | $ | - | |||
Net Loss per Share Calculation | ||||||||||
Basic 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 period ended September 30, 2014 and cumulative from February 23, 2011 (inception) to December 31, 2014 the Company had no dilutive financial instruments issued or outstanding. | ||||||||||
Revenue Recognition | ||||||||||
For the year ended December 31, 2014, the Company realized $0 revenue versus $8,418 in 2013. | ||||||||||
Income Taxes | ||||||||||
The Company accounts 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. | ||||||||||
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 realizing the deferred tax asset and taking into consideration the Company’s financial position and 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 as the Company generating taxable income, could cause a change in judgment about its ability 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. | ||||||||||
Fiscal Year | ||||||||||
The Company elected December 31st for its fiscal year end. |
NOTE_2_Going_Concern
NOTE 2 Going Concern | 12 Months Ended |
Dec. 31, 2014 | |
Development Stage Enterprises [Abstract] | |
NOTE 2 Development Stage Activities | NOTE 2 – Going Concern |
The 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 been actively negotiating with existing collectives in the states of Washington and 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 December 31, 2014, the Company had a working capital deficiency of ($346,434). 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. |
NOTE_3_and_NOTE_4_Common_and_P
NOTE 3 and NOTE 4 Common and Preferred Stock | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
NOTE 3 and 4 Common Stock and Preferred Stock | NOTE 3 – Common Stock |
The total number of common shares authorized that may be issued by the Company is 5000,000,000 shares with a par value of $0.0001 per share. | |
As of the period ending September 30, 2014 the Company issued 100,000 shares for 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. | |
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. | |
On April 30, 2013, nine shareholders returned to the Company an aggregate of 300,000,000 of restricted stock, $0.0001 par value, which were subsequently cancelled by our Board of Directors. These shares have been returned to our corporate treasury. | |
On July 11, 2013, we issued 10,000,000 shares of common stock to Taurus Financial Partners, LLC in consideration of its services of assisting us with our continued SEC and EDGAR filing requirements. We valued these services at $26,000 of $0.0026 a share, which was the closing price of our common stock as quoted on the OTC Bulletin Board on the same day. In connection with this issuance, we relied upon the exemption from the registration requirements pursuant to the provision of Section 4(2) of the Securities Act as a transaction by an issuer not involving any public offering. By virtue of its relationship to us, Taurus Financial Partners had access to all relevant information to our business and represented that it had the required investment intent. In addition, the securities issued bore an appropriate restrictive legend. | |
As of December 31, 2014, the Company had 50,170,000 shares of its common stock issued and outstanding. | |
NOTE 4 – Preferred Stock | |
The 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 December 31, 2014, the Company had no shares of its preferred stock issued and outstanding. |
NOTE_5_Income_Taxes
NOTE 5 Income Taxes | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Income Tax Disclosure [Abstract] | |||||||
NOTE 5 Income Taxes | The provision (benefit) for income taxes for the period year ended December 31, 2014 was as follows, assuming a 35 percent effective tax rate: | ||||||
For the year ended | |||||||
For the year ended | 12/31/13 | ||||||
12/30/14 | |||||||
Current tax provision: | |||||||
Federal | |||||||
Taxable income | $ | - | $ | ||||
Total current tax provision | $ | - | $ | ||||
Deferred tax provision: | |||||||
Federal | |||||||
Loss carryforwards | $ | 134,432 | $ | 37,296 | |||
Change in valuation allowance | -134,432 | -37,296 | |||||
Total deferred tax provision | $ | - | $ | - | |||
As of December 31, 2014, the Company had approximately $384,090 in tax loss carryforwards that can be utilized in future periods to reduce taxable income through 2032. | |||||||
The Company provided a valuation allowance equal to the deferred income tax assets for the period ended December 31, 2014 because it is not presently known whether future taxable income will be sufficient to utilize the tax loss carryforwards. | |||||||
The Company has no uncertain tax positions. | |||||||
NOTE_6_Change_of_Control
NOTE 6 Change of Control | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
NOTE 6 Change of Control | NOTE 6 – Change of Control |
On March 27, 2014 the shareholders of Med-Cannabis Pharma, Inc. sold their shares, 210,000,000, to Big Sky Oil, Inc. 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”), returned to the Company’s treasury 159,930,000 shares of teh 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_7_Related_Party_Transacti
NOTE 7 Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
NOTE 7 Related Parties | NOTE 7 – Related Party Transactions |
As of December 31, 2014, the Company had a line-of-credit (”LOC”) to a related party stockholder in the amount of $323,579, 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 twelve months ended December 31, 2014 the imputed interest expense on the old notes was $4,973 and interest expense on the LOC was $8,477 for a total of $13,450. The LOC has a limit of $500,000. | |
$29,502 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. | |
A related party receivable of $50,748 was fully reserved at year-end because of questionable collectability. | |
During the year the Company accrued $19,800 for nine month’s rent for the sublease of office space from a related party. This lease expires in May 2015. | |
Deferred revenue of 45,000 was neither earned nor recognized as income and is carried as a liability. This item relates to activities with a related party. | |
In the change of control agreements dated March 27, 2014, $1,806 of related party debt was forgiven by a former shareholder. | |
NOTE_8_Recent_Accounting_Prono
NOTE 8 Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Changes and Error Corrections [Abstract] | |
NOTE 8 Recent Accounting Pronouncements | NOTE 8 – Recent Accounting Pronouncements |
On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-16—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. 2014-17—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 August 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 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 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 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_9_Commitments
NOTE 9 Commitments | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Note 9 Commitments | NOTE 9 – Commitments | ||||
The Company has entered in five leases that have varying lengths with one of them going through April 2012. The Company’s future lease obligations are as follows: | |||||
Future | |||||
Obligation | |||||
2015 | 43,191 | ||||
2016 | 31,097 | ||||
2017 | 12,811 | ||||
2018 | 12,811 | ||||
2019 | 12,811 | ||||
Total | $ | 112,721 | |||
During the year ended December 31, 2014 the Company incurred $30,921 of rent expense. | |||||
NOTE_10_Subsequent_Events
NOTE 10 Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
NOTE 9 Subsequent Events | NOTE 10 – Subsequent Events |
In the normal course of business the Company is supervising the renovation of store in Cottage Grove, OR location location which it will operate for a related party. | |
In January 2015 the Company issued 50,000 of restricted common stock for services provided regarding store management. | |
Other than the items noted above there were no other material events or transactions that occurred during this subsequent event reporting period which requires recognition or disclosure in the financial statements. |
NOTE_1_Summary_of_Significant_1
NOTE 1 Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Accounting Policies [Abstract] | ||||||||||
Basis of Presentation | 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 opinion of the Company’s management, necessary for a fair presentation of the financial position and operating results as of and for the period ended March 31, 2014 and for the period February 23, 2011 (inception) to March 31, 2014. | ||||||||||
Use of Estimates | Use of Estimates | |||||||||
The accompanying financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. Actual results may vary from these estimates. | ||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | |||||||||
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of March 31, 2014, the Company had $0 in cash and equivalents and $37 at December 31, 2013. | ||||||||||
Investments | Investments | |||||||||
The Company accounts for its marketable securities, which are classified as trading securities, in accordance with generally accepted accounting principles for certain investments in debt and equity securities, which requires that trading securities be carried at fair value. Unrealized gains and losses due to changes in fair value as well as realized gains and losses resulting from sales of securities are reported as Other Income/Expenses in the statement of operations. Fair value of the securities is based upon quoted market prices in active markets or estimated fair value when quoted market prices are not available. The cost basis for realized gains and losses is determined on a specific identification basis. As of March 31, 2014 the Company had no investments. | ||||||||||
Fair Value of Financial Instruments | 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: | ||||||||||
Level | Description | |||||||||
Level 1 | Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | |||||||||
Level 2 | Applies 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 3 | Applies 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. | |||||||||
The estimated fair values of the Company’s financial instruments are as follows: | ||||||||||
Fair Value Measurement at March 31, 2014 Using: | ||||||||||
Quoted Prices In Active Markets For Identical Assets | ||||||||||
(Level 1) | Significant Other Observable Inputs | |||||||||
(Level 2) | Significant Unobservable Inputs | |||||||||
(Level 3) | ||||||||||
Description | 3/31/14 | |||||||||
Assets | ||||||||||
Cash and equivalents | $ | - | $ | - | $ | - | $ | - | ||
$ | - | $ | - | $ | - | $ | - | |||
Liabilities | ||||||||||
Accounts payable | $ | 2,882 | $ | 2,882 | $ | - | $ | - | ||
Note payable to stockholder | 78,248 | 78,248 | - | - | ||||||
$ | 81,130 | $ | 81,130 | $ | - | $ | - | |||
Fair Value Measurement at December 31, 2013 Using: | ||||||||||
Quoted Prices In Active Markets For Identical Assets | ||||||||||
(Level 1) | Significant Other Observable Inputs | |||||||||
(Level 2) | Significant Unobservable Inputs | |||||||||
(Level 3) | ||||||||||
Description | 12/31/13 | |||||||||
Assets | ||||||||||
Cash and equivalents | $ | 37 | $ | 37 | $ | - | $ | - | ||
$ | 37 | $ | 37 | $ | - | $ | - | |||
Liabilities | ||||||||||
Accounts payable | $ | 20,198 | $ | 20,198 | $ | - | $ | - | ||
Note payable to stockholder | 50,550 | 50,550 | - | - | ||||||
$ | 70,748 | $ | 70,748 | $ | - | $ | - | |||
Net Loss per Share Calculation | Net Loss per Share Calculation | |||||||||
Basic 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 period ended March 31, 2014 and cumulative from February 23, 2011 (inception) to March 31, 2014 the Company had no dilutive financial instruments issued or outstanding. | ||||||||||
Income Taxes | Income Taxes | |||||||||
The Company accounts 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. | ||||||||||
The Company maintains a valuation allowance with respect to deferred tax assets. SW China Imports establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and 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 as the Company generating taxable income, could cause a change in judgment about its ability 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. | ||||||||||
Revenue Recognition | Revenue Recognition | |||||||||
For the period February 23, 2011 (inception) to December 31, 2014, we did realized minimal revenue. |
NOTE_5_Income_Taxes_Tables
NOTE 5 Income Taxes (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Income Tax Disclosure [Abstract] | |||||||
Deferred Taxes | For the year ended | ||||||
For the year ended | 12/31/13 | ||||||
12/31/14 | |||||||
Current tax provision: | |||||||
Federal | |||||||
Taxable income | $ | - | $ | ||||
Total current tax provision | $ | - | $ | ||||
Deferred tax provision: | |||||||
Federal | |||||||
Loss carryforwards | $ | 134,432 | $ | 37,296 | |||
Change in valuation allowance | -134,432 | -37,296 | |||||
Total deferred tax provision | $ | - | $ | - | |||
NOTE_9_Commitments_Tables
NOTE 9 Commitments (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Rent Commitments | Future | ||||
Obligation | |||||
2015 | 43,191 | ||||
2016 | 31,097 | ||||
2017 | 12,811 | ||||
2018 | 12,811 | ||||
2019 | 12,811 | ||||
Total | $ | 112,721 |
NOTE_3_Common_Stock_Details_Na
NOTE 3 Common Stock (Details Narrative) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Equity [Abstract] | ||
Common shares authorized | 250,000,000 | 250,000,000 |
Common par value | $0.00 | $0.00 |
Common shares outstanding | 50,170,000 | 210,000,000 |
Preferred shares authorized | 25,000,000 | 25,000,000 |
Preferred par value | $0.00 | $0.00 |
NOTE_5_Income_Taxes_Deferred_T
NOTE 5 Income Taxes - Deferred Taxes (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Net Operating Loss Carryforward | $134,432 | $37,296 | |
Less: Valuation Allowance | 134,432 | -37,296 | |
Net Deferred Tax Asset | $0 | $0 |
NOTE_5_Income_Taxes_Details_Na
NOTE 5 Income Taxes (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Effective tax rate | 3500.00% |
Tax loss carryforwards | $384,090 |
NOTE_7_Related_Parties_Details
NOTE 7 Related Parties (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ||
Related party note payable | $323,579 | $50,550 |
Interest expense | 13,450 | |
Debt foregivess | 1,806 | |
Deferred income, related party | $5,000 |