Document and Entity Information
Document and Entity Information - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Nov. 16, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | MCPI, Inc. | |
Entity Central Index Key | 1,516,559 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 1,000,000 | |
Entity Common Stock, Shares Outstanding | 50,220,000 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash | $ 31,082 | $ 14,763 |
Accounts Receivable | 10,000 | 0 |
Other Receivables | 83,300 | 0 |
Total Current Assets | 124,882 | 14,763 |
Fixed assets, net | 53,663 | 0 |
Total Assets | 178,544 | 14,763 |
Current Liabilities | ||
Accounts Payable | 44,490 | 3,944 |
Accounts payable, related party | 0 | 4,579 |
Accrued Expenses | 45,888 | 2,340 |
Accrued expenses, related party | 41,628 | 21,755 |
Deferred revenue | 0 | 5,000 |
Notes Payable - Related Party | 873,597 | 323,579 |
Total Current Liabilities | 1,005,604 | 361,197 |
Total Liabilities | 1,005,604 | 361,197 |
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, 500,000,000 shares authorized, 50,220,000 and 50,170,000 shares issued and outstanding | 5,022 | 5,017 |
Additional Paid In Capital | 59,381,818 | 59,066,823 |
Accumulated Deficit | (59,988,017) | (59,418,274) |
Stockholders' Equity (Deficit) | (827,060) | (346,434) |
Total Liabilities and Stockholders' Equity | $ 178,544 | $ 14,763 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 50,220,000 | 50,170,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenues, net | $ 59,555 | $ 69,555 | $ 69,555 | $ 0 |
Cost of Revenues | 77,419 | 0 | 86,650 | 0 |
Gross Profit | (17,864) | 0 | (17,095) | 0 |
Operating Expenses: | ||||
Depreciation | 0 | 0 | 7,682 | 0 |
Consulting Expenses | 16,927 | 8,050 | 345,420 | 10,169 |
Other General Expenses | 169,583 | 40,385 | 374,768 | 112,706 |
Total Operating Expenses | 180,510 | 48,435 | 727,870 | 112,875 |
Net Loss from Operations | (198,374) | (48,435) | (744,965) | (112,875) |
Other Income: | ||||
Interest (income) expense | 27,509 | 3,753 | 50,661 | 7,862 |
Total Other (Income) Ex[ense | 24,809 | 3,753 | 50,661 | 7,862 |
Net Loss Before Income Taxes | (225,883) | (52,188) | (795,626) | (120,737) |
Net Loss | $ (22,583) | $ (52,188) | $ (795,626) | $ (120,737) |
Earnings per Share, Basic and Diluted: | ||||
Weighted Average of Outstanding Shares | 50,220,000 | 210,000,000 | 50,213,094 | 208,804,348 |
Income (Loss) for Common Stockholders | $ 0 | $ 0 | $ (.02) | $ (.00) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (795,626) | $ (120,737) |
Adjustments to reconcile net loss to net cash used (provided) by operating activiites | ||
Depreciation | 7,682 | 0 |
Imputed interest | $ 0 | $ 4,973 |
Shares Issued for Services | 315,000 | 0 |
Changes in assets and liabilities: | ||
Accounts Receivable | $ (93,800) | $ 0 |
Other assets | 0 | (3,000) |
Accounts Payable / Accrued Expenses | 88,650 | (17,752) |
Deferred revenue | (5,000) | 0 |
Net Cash Provided (Used) by Operating Acticities | (472,354) | (136,516) |
Cash Flows From Investing Activities | ||
Purchase of Fixed assets | 61,345 | 0 |
Net cash used in invesing activities | 61,345 | 0 |
Cash Flows From Financing Activities | ||
(Payments) Borrowings: Shareholder Advances | 550,018 | 0 |
Net cash provided by (used in ) financiing activities | 550,018 | 0 |
Net Change in Cash | 16,319 | (37) |
Cash at Begining of Period | 14,763 | 37 |
Cash at End of Period | 31,082 | 1,183 |
Forgiveness of debt | 0 | 1,806 |
Assumption of accounts payable | $ 0 | $ (29,502) |
Consolidated Statement of Share
Consolidated Statement of Shareholders Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Retained Earnings / Accumulated Deficit | Total |
Common stock, shares outstanding | 210,000,000 | 210,000,000 | ||
Begining balance, shares at Dec. 31, 2013 | 210,000,000 | 210,000,000 | ||
Begining balance, amount at Dec. 31, 2013 | $ 21,000 | |||
Begining balance, APIC at Dec. 31, 2013 | $ 59,014,061 | |||
Begining balance, stockholders' equity at Dec. 31, 2013 | $ (59,105,772) | |||
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) | |||
Common stock, shares outstanding | 210,000,000 | 210,000,000 | ||
Common stock, amount at Dec. 31, 2014 | $ 5,017 | |||
Ending balance, APIC at Dec. 31, 2014 | 59,066,823 | |||
Begining balance, stockholders' equity at Dec. 31, 2014 | $ (346,434) | |||
Issuance of common stock for services, shares | 50,000 | |||
Issuance of common stock for services, amount | $ 5 | |||
Issuance of common stock for services, APIC | 314,995 | |||
Net income (loss) | $ (795,626) | |||
Common stock, amount at Sep. 30, 2015 | $ 5,022 | |||
Ending balance, APIC at Sep. 30, 2015 | $ 59,381,818 |
NOTE 1 Summary of Accounting Po
NOTE 1 Summary of Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
NOTE 1 Summary of Significant Accounting Policies | NOTE 1 Summary of Significant Accounting Policies Unaudited Interim Financial Information The accompanying Consolidated Balance Sheet as of September 30, 2015 and December 31, 2104, Consolidated Statements of Operations for the three and nine months ended September 30, 2015, Consolidated Statement of Stockholders (Deficit) and the Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 are unaudited. These unaudited interim financial statements have been prepared in accordance with accounting principles accepted in the United States of America ( GAAP Organization MCPI, Inc. ( Company MCPI 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 Commissions (SEC) Regulation S-X. They reflect all adjustments which are, in the opinion of the Companys management, necessary for a fair presentation of the financial position and operating results as of and for the period ended September 30, 2015. 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 September 30, 2015, the Company had $31,082 in cash and equivalents and $14,763 at December 31, 2014. 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 September 30, 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 instruments 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 Companys 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 - - $ 1,005,604 $ 1,005,604 $ - $ - 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 $ 32,618, $ 32,618 $ - $ - Deferred Revenue Note payable to stockholder 5,000 5,000 - - $ 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. Net Loss per Share Calculation BBasic 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 periods ended September 30, 2015 and December 31, 2014 and since inception the Company had no dilutive financial instruments issued or or outstanding. 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. MCPI establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Companys 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 | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 2 Going Concern | 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 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 MCPI 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 Companys 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 Fixed Assets
NOTE 3 Fixed Assets | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
NOTE 2 Fixed Assets | NOTE 3 Fixed Assets 09/30/15 12/31/14 Grow lights $52,844 $- Construction-in-process 8,500 - Gross Fixed Assets 61,344 - Accumulated depreciation (7,682) - Net Fixed Assets $53,662 $- The Company purchased $61,344 of fixed assets during the nine months ended September 30, 2015. Depreciation expense for the nine months ended September 30, 2015 was $7,682. |
NOTE 4 and NOTE 5 Stockholders'
NOTE 4 and NOTE 5 Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
NOTE 3 and NOTE 4 Stockholders' Equity | NOTE 4 Common Stock The total number of common shares authorized that may be issued by the Company is 500,000,000 shares with a par value of $0.0001 per share. On January 15, 2015the Company issued an aggregate of 50,000 shares during the period ending June 30, 2015 for consulting services rendered in conjunction with the evaluation of a new location. The stock was valued at $0.30/share, the closing price on January 15, 2015, the date of the agreement. On July 28, 2014, Big Sky Oil, Inc., the majority shareholder of MCPI Inc. (the Company), returned to the Companys treasury 159,930,000 shares of the Companys 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. During the period ended March 31, 2015 South Beach Live, Inc. transferred 1,000,000 shares of its stock in MCPI 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 treated as an expense and donated capital by MCPI. During the period ending December 31, 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 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 September 30, 2015, the Company had no shares of its preferred stock issued and outstanding. |
NOTE 6 Income Taxes
NOTE 6 Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
NOTE 5 Income Taxes | NOTE 6 Income Taxes The provision (benefit) for income taxes for the period from February 23, 2011 (inception) September 30, 2015 was as follows, assuming a 35 percent effective tax rate: Sept 30, 2015 For the year ended 12/31/14 Current 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, 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 provided a valuation allowance equal to the deferred income tax assets through September 30, 2015 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 7 Change of Control
NOTE 7 Change of Control | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
NOTE 6 Change of Control | NOTE 7 Change of Control On March 27, 2014 the shareholders of MCPI, 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 MCPI Inc. (the Company), returned to the Companys treasury 159,930,000 shares of the Companys 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 Transactio
NOTE 8 Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
NOTE 7 Related Party Transactions | NOTE 8 Related Party Transactions The Company operates under an agreement with Bendor Investments, LTD, a related party, under which MCPI receives a fee for managing Bendors retail stores. South Beach Live, Inc. a related party directly transferred 1,000,000 shares of its MCPI stock to consultants in return for services to the Company. South Beach does not expect repayment and this transaction was treated as donated capital. As September 30, 2015 the Company had a line-of-credit (LOC) to a related party stockholder in the amount 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 Companys 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. |
NOTE 9 Recent Accounting Pronou
NOTE 9 Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 8 Recent Accounting Pronouncements | NOTE 9 Recent Accounting Pronouncements On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 201416Derivatives 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. 201417Business 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 Entitys Ability to Continue as a Going Concern. The amendments require management to assess an entitys 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 managements plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of managements 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 whats noted above the Company does not expect the impact of recent accounting pronouncements to have a material effect on the Companys financial statements. Besides whats noted above the Company does not expect the impact of recent accounting pronouncements to have a material effect on the Companys financial statements. |
NOTE 10 Subsequent Events
NOTE 10 Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
NOTE 9 Subsequent Events | NOTE 9 Subsequent Events October 1, 2015-Recreation marijauna sales became legal in Orgeon. As allowed by law the Company commenced recreational sales through its medical despensaries. 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, WOWs 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 Companys 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 Companys CFO to assume the role of interim CEO. |
NOTE 1 Summary of Accounting 16
NOTE 1 Summary of Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
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 Commissions (SEC) Regulation S-X. They reflect all adjustments which are, in the opinion of the Companys management, necessary for a fair presentation of the financial position and operating results as of and for the period ended September 30, 2015. |
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 September, 2015-, the Company had $31,082--- in cash and equivalents and $14,763 at December 31, 2014. |
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 September 30, 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 instruments 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 Companys 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 - - $ 1,005,604 $ 1,005,604 $ - $ - 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 $ 32,618, $ 32,618 $ - $ - Deferred Revenue Note payable to stockholder 5,000 5,000 - - $ 323,579 $ 323,579 $ - $ - |
Revenue Recognition | Revenue Recognition For the quarter ended September 30, 2015, the Company realized $69,555 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. |
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 periods ended September 30, 2015 and December 31, 2014 and since inception 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. MCPI establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Companys 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. |
NOTE 3 Fixed Assets (Tables)
NOTE 3 Fixed Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Table - Fixed Assets, net | 09/30/15 12/31/14 Grow lights $52,844 $- Construction-in-process 8,500 - Gross Fixed Assets 61,344 - Accumulated depreciation (7,682) - Net Fixed Assets $53,662 $- |
NOTE 6 Income Taxes (Tables)
NOTE 6 Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Deferred Tax Provision Table | Sept. 30, 2015 For the year ended 12/31/14 Current 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 $ $ |
NOTE 3 Fixed Assets Table (Deta
NOTE 3 Fixed Assets Table (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Abstract] | ||
Grow lights | $ 52,845 | $ 0 |
Construction-in-process | 8,500 | 0 |
Gross Fixed Assets | 61,345 | 0 |
Accumulated depreciation | 7,682 | 0 |
Net Fixed Assets | $ 53,663 | $ 0 |
NOTE 2 Going Concern (Details N
NOTE 2 Going Concern (Details Narrative) | Sep. 30, 2015USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Working Capital | $ (880,772) |
NOTE 4 and NOTE 5 Stockholder21
NOTE 4 and NOTE 5 Stockholders' Equity (Details Narrative) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Equity [Abstract] | |||
Common Stock Shares Authorized | 500,000,000 | 500,000,000 | |
Common Stock Par Value | $ 0.0001 | $ 0.0001 | |
Common shares issued for services | $ 50,000 | $ 100,000 | |
Common Stock Shares Outstanding | 210,000,000 | ||
Preferred Stock Shares Authorized | 25,000,000 | 25,000,000 | |
Preferred Stock Par Value | $ 0.0001 | $ 0.0001 |
NOTE 6 Income Taxes (Details Na
NOTE 6 Income Taxes (Details Narrative) | Sep. 30, 2015USD ($) |
Income Tax Disclosure [Abstract] | |
Loss carry-forwards | $ 1,265,733 |
NOTE 8 Related Party Transact23
NOTE 8 Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Related Party Transactions [Abstract] | ||
Related party note payable | $ 873,597 | $ 323,579 |
Interest expense | 50,661 | |
Debt foregivess | $ 1,806 | |
Related party payables and accrued expenses | $ 41,628 |
NOTE 3 Fixed Assets (Details Na
NOTE 3 Fixed Assets (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Property, Plant and Equipment [Abstract] | |||
Purchase of fixed assets | $ 61,344 | ||
Depreciation expense | $ 7,682 | $ 7,682 | $ 0 |