Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 10, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | CannaMED Enterprises, Inc. | |
Entity Central Index Key | 1,623,016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 3,500,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
ASSETS | ||
TOTAL ASSETS | ||
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | $ 2,100 | $ 4,725 |
TOTAL LIABILITIES | $ 2,100 | $ 4,725 |
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, none issued and outstanding as of March 31, 2016 and December 31, 2015, respectively | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized, 3,500,000 issued and outstanding as of March 31, 2016 and December 31, 2015, respectively | $ 350 | $ 350 |
Discount on common stock | (350) | (350) |
Additional paid in capital | 17,130 | 7,318 |
Accumulated deficit | (19,230) | (12,043) |
Total Stockholders' Deficit | $ (2,100) | $ (4,725) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
CONDENSED BALANCE SHEETS | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 3,500,000 | 3,500,000 |
Common stock, shares outstanding | 3,500,000 | 3,500,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CONDENSED STATEMENTS OF OPERATIONS | ||
REVENUES | ||
COST OF REVENUES | ||
GROSS PROFIT | ||
Operating expenses | $ 7,187 | |
TOTAL OPERATING EXPENSES | (7,187) | |
LOSS FROM OPERATIONS | (7,187) | |
LOSS BEFORE PROVISION FOR INCOME TAXES | $ (7,187) | |
Provision for income taxes | ||
NET LOSS | $ (7,187) | |
NET LOSS PER SHARE OF COMMON STOCK - Basic and diluted | ||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and diluted | 3,500,000 | 20,000,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (7,187) | |
Changes in Operating Assets and Liabilities | ||
Accrued liability | (2,625) | |
Net cash used in operating activities | $ (9,812) | |
INVESTING ACTIVITIES: | ||
Net cash used in investing activities | ||
FINANCING ACTIVITIES: | ||
Proceeds from stockholders' contribution | $ 9,812 | |
Net cash provided by financing activities | $ 9,812 | |
Net increase (decrease) in cash | ||
Cash at beginning of period | ||
Cash at end of period | ||
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income tax |
Basis of Presentation and Organ
Basis of Presentation and Organization | 3 Months Ended |
Mar. 31, 2016 | |
Basis of Presentation and Organization [Abstract] | |
BASIS OF PRESENTATION AND ORGANIZATION | NOTE 1 – BASIS OF PRESENTATION AND ORGANIZATION Nature of Operations and Background CannaMED Enterprises, Inc. (“CannaMED” or “the Company”) was incorporated on September 25, 2014 under the laws of the state of Delaware under the name Redwood Valley Acquisition Corporation ("Redwood Valley ") to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company was formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934. The Company’s objectives were to locate and negotiate with a business entity for the combination of that target company with Redwood Valley. This combination would normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. During the period covered by this report, the Company located such a target and began the process to effect a change in control. On August 24, 2015, the following events occurred which resulted in a change of control of the Company: 1. The officers and directors of Redwood Valley, James Cassidy and James McKillop, entered into a Share Purchase Agreement (the “SPA”) pursuant to which they entered into an agreement to sell an aggregate of 19,500,000 shares of their shares of the Company’s common stock to Mikhail Artamonov, at an aggregate purchase price of $75,000. These shares represented 98% of the Company’s issued and outstanding common stock. Effective upon the closing date of the Share Purchase Agreement, James Cassidy and James McKillop executed the agreement and owned 7% of shares of the Company’s stock, respectively, and Mikhail Artamonov, was the majority stockholder of the Company. 2. The Company redeemed and cancelled an aggregate of 19,500,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share and cancelled such shares. The then current officers and directors resigned. 3. Mikhail Artamonov was named President, Secretary and Chief Financial Officer of the Company. He now serves as the Chief Executive Officer, Secretary, Chief Financial Officer and Director of the Company. On August 25, 2015, the Company issued 3,000,000 shares of its common stock at par representing 86% of the total outstanding 3,500,000 shares of common stock to Mikhail Artamonov, the sole officer and director of the Company. The company effected a change of control and changed its name to CannaMED Enterprises, Inc. With this change of direction, the Company intends to consult with or effect a business combination with a private company to develop as medical cannabis industry innovators, utilizing the Company's team of healthcare and business professionals to start and/or source, research, evaluate and purchase products and companies. The Company will strive to develop environmentally friendly and economically sustainable business within the swiftly developing medical cannabis industry. The Company envisions to initially enter into joint ventures or acquire partial ownership in: ● a laboratory for medical cannabis testing, a pharmacy to perform research; ● a pharmacy to perform research and development of the newest medical cannabis formulations; ● a clinical practice to establish the network dispensaries; ● a packaging company; ● a research facility; and ● real estate to establish the foundation for the growing network Basis of Presentation – The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Intercompany accounts and transactions have been eliminated. Use of Estimates – The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Income Taxes – CannaMED accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”), which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized. ASC 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. ASC 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. Cash and Cash Equivalents – Cash and cash equivalents includes all highly liquid instruments with an original maturity of three months or less as of March 31, 2016. The Company did not have cash equivalents as of March 31, 2016 and December 31, 2015. Concentration of Risk– Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of March 31, 2016 and December 31, 2015. Fair Value of Financial Instruments – The Company adopted ASC 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: ● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair measurement. The carrying value of cash, accounts payables and accrued expenses approximates their fair values due to their short-term maturities at March 31, 2016 and December 31, 2015. Revenue Recognition – The Company will recognize revenue in accordance with ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery of product has met the criteria established in the arrangement or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. This occurs when the products or services are completed in accordance with the contracts we have with clients. In connection with our products and services arrangements, if we are paid in advance, these amounts will be classified as deferred revenue and amortized over the term of the agreement. Net Loss Per Share – Basic net loss per share is computed by dividing the net loss applicable to common shareholders by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share is computed by dividing the loss applicable to common shareholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Due to the Company’s losses in the periods presented, the Company currently has no dilutive securities and as such, basic and diluted loss per share are the same for such periods. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2016 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN CannaMED has not yet generated any revenue since inception to date and has sustained operating loss. As of March 31, 2016, the Company had working capital deficit of $2,100 and an accumulated deficit of $19,230. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from a business combination or other operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company's ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations, loans from officers, or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations. |
Recent Accounting Pronuncements
Recent Accounting Pronuncements | 3 Months Ended |
Mar. 31, 2016 | |
Recent Accounting Pronouncements [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS In March 2016, the FASB issued an amendment to the guidance on stock compensation. The amendment simplifies several aspects of the accounting for share-based payment award transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements, but anticipates that adoption of this guidance will reduce its effective tax rate. In March 2016, the FASB issued an update to the guidance on revenue recognition. The update clarifies the implementation guidance on principal versus agent considerations, including how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. In April 2016, the FASB issued another update to the guidance on revenue recognition. This update clarifies the implementation guidance on identifying performance obligations and licensing, while retaining the related principles for those areas. The amendments in these updates are effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. The Company is currently evaluating the impact the revenue recognition guidance, including these updates, will have on its consolidated financial statements. In February 2016, the FASB issued an amendment to the guidance on leases. The amendment improves transparency and comparability among companies by recognizing lease assets and lease liabilities on the balance sheet and by disclosing key information about leasing arrangements. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements. There are no other recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows. |
Stockhoders' Deficit
Stockhoders' Deficit | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Deficit [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 4 – STOCKHOLDERS’ DEFICIT Preferred Stock - Common Stock - The current ownership structure is as follows: Common Shares Percent Mikhail Artamonov 3,000,000 86 % James McKillop 250,000 7 % James Cassidy 250,000 7 % 3,500,000 100 % |
Income Tax
Income Tax | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax [Abstract] | |
INCOME TAX | NOTE 5 – INCOME TAX The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. |
Basis of Presentation and Org11
Basis of Presentation and Organization (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Basis of Presentation and Organization [Abstract] | |
Nature of Operations and Background | Nature of Operations and Background CannaMED Enterprises, Inc. (“CannaMED” or “the Company”) was incorporated on September 25, 2014 under the laws of the state of Delaware under the name Redwood Valley Acquisition Corporation ("Redwood Valley ") to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company was formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934. The Company’s objectives were to locate and negotiate with a business entity for the combination of that target company with Redwood Valley. This combination would normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. During the period covered by this report, the Company located such a target and began the process to effect a change in control. On August 24, 2015, the following events occurred which resulted in a change of control of the Company: 1. The officers and directors of Redwood Valley, James Cassidy and James McKillop, entered into a Share Purchase Agreement (the “SPA”) pursuant to which they entered into an agreement to sell an aggregate of 19,500,000 shares of their shares of the Company’s common stock to Mikhail Artamonov, at an aggregate purchase price of $75,000. These shares represented 98% of the Company’s issued and outstanding common stock. Effective upon the closing date of the Share Purchase Agreement, James Cassidy and James McKillop executed the agreement and owned 7% of shares of the Company’s stock, respectively, and Mikhail Artamonov, was the majority stockholder of the Company. 2. The Company redeemed and cancelled an aggregate of 19,500,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share and cancelled such shares. The then current officers and directors resigned. 3. Mikhail Artamonov was named President, Secretary and Chief Financial Officer of the Company. He now serves as the Chief Executive Officer, Secretary, Chief Financial Officer and Director of the Company. On August 25, 2015, the Company issued 3,000,000 shares of its common stock at par representing 86% of the total outstanding 3,500,000 shares of common stock to Mikhail Artamonov, the sole officer and director of the Company. The company effected a change of control and changed its name to CannaMED Enterprises, Inc. With this change of direction, the Company intends to consult with or effect a business combination with a private company to develop as medical cannabis industry innovators, utilizing the Company's team of healthcare and business professionals to start and/or source, research, evaluate and purchase products and companies. The Company will strive to develop environmentally friendly and economically sustainable business within the swiftly developing medical cannabis industry. The Company envisions to initially enter into joint ventures or acquire partial ownership in: ● a laboratory for medical cannabis testing, a pharmacy to perform research; ● a pharmacy to perform research and development of the newest medical cannabis formulations; ● a clinical practice to establish the network dispensaries; ● a packaging company; ● a research facility; and ● real estate to establish the foundation for the growing network. |
Basis of Presentation | Basis of Presentation – The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Intercompany accounts and transactions have been eliminated. |
Use of Estimates | Use of Estimates – The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Income Taxes | Income Taxes – CannaMED accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”), which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized. ASC 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. ASC 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. |
Cash and Cash Equivalents | Cash and Cash Equivalents – Cash and cash equivalents includes all highly liquid instruments with an original maturity of three months or less as of March 31, 2016. The Company did not have cash equivalents as of March 31, 2016 and December 31, 2015. |
Concentration of Risk | Concentration of Risk– Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of March 31, 2016 and December 31, 2015. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments – The Company adopted ASC 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: ● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair measurement. The carrying value of cash, accounts payables and accrued expenses approximates their fair values due to their short-term maturities at March 31, 2016 and December 31, 2015. |
Revenue Recognition | Revenue Recognition – The Company will recognize revenue in accordance with ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery of product has met the criteria established in the arrangement or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. This occurs when the products or services are completed in accordance with the contracts we have with clients. In connection with our products and services arrangements, if we are paid in advance, these amounts will be classified as deferred revenue and amortized over the term of the agreement. |
Net Loss Per Share | Net Loss Per Share – Basic net loss per share is computed by dividing the net loss applicable to common shareholders by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share is computed by dividing the loss applicable to common shareholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Due to the Company’s losses in the periods presented, the Company currently has no dilutive securities and as such, basic and diluted loss per share are the same for such periods. |
Stockhoders' Equity (Tables)
Stockhoders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Deficit [Abstract] | |
Schedule of current ownership | Common Shares Percent Mikhail Artamonov 3,000,000 86 % James McKillop 250,000 7 % James Cassidy 250,000 7 % 3,500,000 100 % |
Basis of Presentation and Org13
Basis of Presentation and Organization (Details) - USD ($) | 1 Months Ended | |||
Aug. 25, 2015 | Aug. 24, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | |
Basis of Presentation and Organization (Textual) | ||||
Percentage of shares of common stock | 100.00% | |||
Common stock shares outstanding | 3,500,000 | 3,500,000 | ||
Mikhail Artamonov [Member] | ||||
Basis of Presentation and Organization (Textual) | ||||
Aggregate shares of common stock | 3,000,000 | 19,500,000 | ||
Aggregate purchase price | $ 75,000 | |||
Percentage of shares of common stock | 86.00% | 7.00% | ||
Percenatage of issued and outstanding common stock | 98.00% | |||
Aggregate amount redeemed and cancelled | 19,500,000 | |||
Redemption price | $ 0.0001 | |||
Common stock shares outstanding | 3,500,000 | 20,000,000 |
Going Concern (Details)
Going Concern (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Going Concern (Textual) | ||
Working capital | $ 2,100 | |
Accumulated deficit | $ 19,230 | $ 12,043 |
Stockhoders' Deficit (Details)
Stockhoders' Deficit (Details) - shares | Mar. 31, 2016 | Dec. 31, 2015 |
Other Ownership Interests [Line Items] | ||
Ownership percentage | 100.00% | |
Common stock shares issued | 3,500,000 | 3,500,000 |
James Cassidy [Member] | ||
Other Ownership Interests [Line Items] | ||
Ownership percentage | 7.00% | |
Common stock shares issued | 250,000 | |
James Mckillop [Member] | ||
Other Ownership Interests [Line Items] | ||
Ownership percentage | 7.00% | |
Common stock shares issued | 250,000 | |
Mikhail Artamonov [Member] | ||
Other Ownership Interests [Line Items] | ||
Ownership percentage | 86.00% | |
Common stock shares issued | 3,000,000 |
Stockhoders' Deficit (Details T
Stockhoders' Deficit (Details Textual) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Stockholders Equity (Textual) | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 3,500,000 | 3,500,000 |
Common stock, shares outstanding | 3,500,000 | 3,500,000 |