10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2014

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number: 333-173873

               Med-Cannabis Pharma, Inc.                      

 (Exact name of registrant as specified in its charter)

Nevada	45-0704149
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

2544 Tarpley, #112, Carrolton, TX 75006

 (Address of principal executive offices)

  Tel: (214) 666-8364

 (Registrant’s telephone number, including area code)

NA 

 (Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large Accelerated Filer ☐	Accelerated Filer  ☐
Non-Accelerated Filer ☐  Do not check if a smaller reporting company)	Smaller Reporting Company  ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes x No ¨

The number of shares outstanding of the Registrant's common stock, $0.0001 par value, as of November 7, 2014, was 50,070,000.

1

TABLE OF CONTENTS

Item			Page
PART I – FINANCIAL INFORMATION			4
	Item 1	Financial Statements	4
	Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
	Item 3	Quantitative and Qualitative Disclosures About Market Risk	19
	Item 4	Controls and Procedures	19
PART II – OTHER INFORMATION			20
	Item 1	Legal Proceedings	20
	Item 1A	Risk Factors	20
	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	20
	Item 3	Defaults Upon Senior Securities	21
	Item 4	Mine Safety Disclosures	21
	Item 5	Other Information	21
	Item 6	Exhibits	21
Signatures			21

2

Forward-Looking Statements

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements of the Registrant to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Registrant’s plans and objectives are based, in part, on assumptions involving it continuing as a going concern and executing on its stated business plan and objectives. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Registrant. Although the Registrant believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Registrant or any other person that the objectives and plans of the Registrant will be achieved.

As used in this Quarterly Report, the terms "we", "us", "our", "Med-Cannabis Pharma", “Registrant”, and “Issuer” refers to Med-Cannabis Pharma, Inc. unless the context clearly requires otherwise.

3

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

MED-CANNABIS PHARMA, INC.

Consolidated Balance Sheets

ASSETS
		9/30/14			12/31/13
		(unaudited)
Current assets:
Cash and cash equivalents	$	3,701		$	37
Total current assets		3,701			37
Deposits		3,000			—
Total assets:	4	6,701		$	—
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
Current liabilities:
Accounts payable	$	640		$	20,198
Accrued expenses		2,888			—
Notes payable to stockholders		187,842			50,550
		191,370			70,748
Total liabilities	$	191,370		$	70,748
Commitments and contingencies		—			—
Stockholders’ (deficit):
Preferred stock, $0.0001 par value, 25,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $0.0001 par value, 250,000,000 shares authorized; 50,070,000 and 210,000,000 shares issued and outstanding, respectively		5,007			21,000
Additional paid-in capital		59,036,833			59,014,061
Accumulated deficit		(59,226,509	)		(59,105,772
Total stockholders’ (deficit)	$	(184,669	)	$	(70,711	)
Total liabilities and stockholders’ (deficit)	$	6,701		$	37

The accompanying notes to the financial statements are an integral part of these statements.

4

MED-CANNABIS PHARMA, INC.

Consolidated Statements of Operations

(unaudited)

	Three Months Ended September 30, 2014			Three Months Ended September 30, 2013			Nine Months Ended September 30, 2014			Nine Months Ended September 30, 2013
Revenues, net	$	—		$	1,077		$	—		$	8,148
Cost of revenues		—			—			—			178
Gross profit		—			1,077			—			7,970
Expenses:
General and administrative		27,571			—			71,211			616
Consulting fees		8,050			26,000			10,169			26,000
Legal fees		6,363			7,500			18,941			22,575
Accounting fees		—			1,000			4,000			5,175
Director fees		6,451			—			6,451			—
Transfer agent fees		—			422			2,103			1,924
Total expenses		48,435			34,922			112,875			56,290
Operating loss		(48,435	)		(33,845	)		(112,875	)		(48,320	)
Other income (expense):
Interest income		(3,753	)		(1,069	)		(7,862	)		(3,104	)
Total other income (expense)		(3,753	)		(1,069	)		(7,862	)		(3,104	)
Net loss	$	(52,188	)	$	(34,914	)	$	(120,737	)	$	(51,424	)
Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding:
Basic and diluted		98,744,348			208,804,348			172,507,253			334,835,165

The accompanying notes to the financial statements are an integral part of these statements.

5

MED-CANNABIS PHARMA, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT)

For the periods January 1, 2013 to December 31, 2013 and January 1, 2014 to September 30, 2014

(unaudited)

	Common Stock						Additional Paid-In		(Deficit) Accumulated During the Development
Description	Shares			Amount			Capital		Stage			Total
Balance, January 1, 2013	500,000,000		$	50,000		$	58,954,763	$	(59,044,272	)	$	(39,509	)
Cancellation of shares of common stock	(300,000,000	)		(30,000	)		30,000		—			—
Issuance of shares of common stock to consultant	10,000,000			1,000			25,000		—			26,000
Imputed interest on related party loan	—			—			4,298		—			4,298
Net (loss) for the period	—			—			—		(61,500	)		(61,500	)
Balance, December 31, 2013	210,000,000		$	21,000		$	59,014,061	$	(59,105,772	)	$	(70,711	)
Cancellation of shares of common stock	(159,930,000	)		(15,993	)		15,993		—			—
Forgiveness of debt							1,806					1,806
Imputed interest on related party loan	—			—			4,973					4,973
Net (loss) for the period	—			—					(120,737	)		(120,737	)
Balance, September 30, 2014	50,070,000			5,007			59,036,833		(59,226,509	)		(184,669	)

The accompanying notes to the financial statements are an integral part of these statements.

6

MED-CANNABIS PHARMA, INC.

Consolidated Statements of Cash Flows

(unaudited)

	For the nine months ended September 30,
	2014			2013
Cash flows from operating activities:
Net (loss)	$	(120,737	)	$	(51,424	)
Adjustments to reconcile net (loss) to net cash (provided by) operating activities
Common stock issued in connection with services provided by consultants		—			26,000
Common stock issued to officers		—			—
Imputed interest on related party loan		4,973			3,104
Changes in operating assets and liabilities:
(Increase) in accounts receivable		—			—
(Increase) in other assets		(3,000	)		—
Increase (decrease) in accounts payable / accrued expenses		(17,752	)		13,663
Net cash provided (used) by operating activities		(136,516	)		(8,657	)
Cash flows from financing activities:
Increase in notes payable to a stockholder		140,180			15,800
Decrease in notes payable to a stockholder		—			(5,000	)
Borrowings on debt		—			—
Proceeds from issuance of common stock		—			—
Net cash provided (used) by financing activities		140,180			10,800
Net increase (decrease) in cash		3,664			2,143
Cash – beginning of period		37			600
Cash – end of period	$	3,701		$	2,743

The accompanying notes to the financial statements are an integral part of these statements.

7

MED-CANNABIS PHARMA, INC.

(unaudited)

(continued)

	For the nine months ended  September 30,
	2014			2013
Non-cash investing and financing activities:
Forgiveness of debt	$	1,806		$	—
Assumption of accounts payable		(29,502	)		—
Issuance of common shares to directors (founder’s shares)		—			—
Conversion of note payable into common stock		—			—
Rescinding of common shares		—			—
Cancellation of common shares		—			—
Return of shares		(15,993	)
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	—		$	—
Income taxes	$	—		$	—

The accompanying notes to the financial statements are an integral part of these statements.

8

MED-CANNABIS PHARMA, INC.

September 30, 2014

(unaudited)

NOTE 1 – Summary of Significant Accounting Policies

Unaudited Interim Financial Information

The accompanying Consolidated Balance Sheet as of September 30, 2014, Consolidated Statements of Operations for the nine months ended September 30, 2014, Consolidated Statement of Stockholder’s (Deficit) and the Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 are unaudited. These unaudited interim financial statements have been prepared in accordance with accounting principles accepted in the United States of America (“GAAP”). In the opinion of the company’s management, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and included all adjustments necessary for the fair presentation of the Company’s statement of financial position at September 30, 2014 and its results of operations and its cash flows for the period ended September 30, 2014. The results for the period ended September 30, 2014 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2014.

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 September 30, 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 September 30, 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 September 30, 2014, the Company had $3,701 in cash and equivalents and $37 at December 31, 2013.

9

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 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 September 30, 2014 Using:
Description			9/30/14		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	$	3,701	$	3,701	$	-	$	-
		$	3,701	$	3,701	$	-	$	-
Liabilities
	Accounts payable	$	640	$	640	$	-	$	-
	Accrued expenses		2,888		2,888
	Note payable to stockholder		187,842		187,842		-		-
		$	191,370	$	191,370	$	-	$	-

		Fair Value Measurement at December 31, 2013 Using:
Description			12/31/13		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	$	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 September 30, 2014 the Company had no dilutive financial instruments issued or outstanding.

10

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 31^st for its fiscal year end.

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 September 30, 2014, the Company had a working capital deficiency of ($187,669). 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 – Common Stock

The total number of common shares authorized that may be issued by the Company is 250,000,000 shares with a par value of $0.0001 per share.

11

As of the period ending September 30, 2014 the Company issued an aggregate of 516,000,000 shares and as of the period ending September 30, 2014, the Company cancelled an aggregate of 465,930,000 shares.

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.

As of September 30, 2014, the Company had 50,070,000 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 September 30, 2014, the Company had no shares of its preferred stock issued and outstanding.

NOTE 5 – Income Taxes

The provision (benefit) for income taxes for the period from February 23, 2011 (inception) to September 30, 2014 was as follows, assuming a 35 percent effective tax rate:

	For the nine months ended 9/30/14			For the year ended 12/31/13
Current tax provision:
Federal
Taxable income	$	—
Total current tax provision	$	—
Deferred tax provision:
Federal
Loss carryforwards	$	79,554		$	37,296
Change in valuation allowance		(79,554	)		(37,296	)
Total deferred tax provision	$	—		$	—

As of September 30, 2014, the Company had approximately $278,342 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 from February 23, 2011 (inception) to September 30, 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

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.

12

NOTE 7 – Related Party Transactions

As of September 30, 2014, the Company had a line-of-credit (”LOC”) to a related party stockholder in the amount of $187,842, 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, 2014 the imputed interest expense on the old notes was $4,973 and interest expense on the LOC was $2,889 for a total of $7,862.

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 Pronouncements

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, which elected early adoption.

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 – Subsequent Events

On October 14, 2014 the Company announced that it is engaged in discussions concerning managing a medical dispensary in Oregon and hopes to commence operations there if the due diligence for this business is successful.

On October 29, 2014 the Company announced that it accepted the resignation of one of its directors. Peter A. Preksto resigned from the Company on October 29, 2014 and the Company has not appointed a director to replace Mr. Preksto.

On October 29, 2014 the Company announced that it formed a new wholly-owned subsidiary, Medical Management Systems, Inc. (“MMS”), an Oregon corporation. The new subsidiary was formed to act as a management company for medical marijuana dispensaries in Oregon. The Company, through MMS, has agreed to act as manager of a dispensary anticipated to be opened in Bend, Oregon in December, 2014.

On October 29, 2014 the Company announced that it connection with the formation of MMS, the Company negotiated an extension of its current $200,000 line of credit. The lender agreed to extent the Company an additional $200,000 line of credit, at ten percent (10%) interest, subject to the lender’s approval of any material expenditures

Other than the items noted above no other material events or transactions have occurred during this subsequent event reporting period which required recognition or disclosure in the financial statements.

13

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

We are a development stage corporation with limited operations. Our independent registered public accounting firm has issued a going concern opinion in their audit report dated March 25, 2014, which can be found in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 25, 2014. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next 12 months. Accordingly, we must raise additional cash to sustain our limited operations.

We presently are exploring other such sources of funding, including raising funds through a second public offering, a private placement of securities, or loans. If we are unable to raise this additional funding, we will either have to suspend operations until we do raise the cash or cease operations entirely.

The following discussion should be read in conjunction with our Financial Statements and the notes thereto and the other information included in this Quarterly Report as filed with the SEC on Form 10-Q.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us upon which to base an evaluation of our performance. We remain in the start-up stage of operations and have only begun to generate nominal revenue. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns, such as increases in marketing costs, increases in administration expenditures associated with daily operations, increases in accounting and audit fees, and increases in legal fees related to filings and regulatory compliance.

Currently, we do not have any arrangements for additional financing. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Status as a Shell Company

As of September 30, 2014, because we have nominal operations and minimal assets, we are considered to be a shell company under the Securities Exchange Act of 1934, as amended. Because we are considered a shell company, the securities sold in previous offerings can only be resold through (i) registration under the Securities Act of 1933, as amended (“Securities Act”), (ii) Section 4(1) of the Securities Act, if available, for non-affiliates, or (iii) by meeting the conditions of Rule 144(i) of the Securities Act.

Plan of Operations

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.

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. The new locations will be based on medicinal demand and location analysis to support maximum potential of success.

The Company currently has offices in Dallas, Texas and Port Ludlow, Washington.

14

Results of Operations

Three and Nine months Ended September 30, 2014 and 2013

Revenues. We generated $0 in revenue during the three months ended September 30, 2014 and $1,077 for the same period a year ago. This revenue was derived solely from design consulting services.

We generated $0 in revenue during the nine months ended September 30, 2014 and $8,148 for the same period a year ago. This revenue was derived solely from design consulting services.

Gross Profit. Our gross profit was $0 during the three months ended September 30, 2014 and $1,077 for the same period a year ago.

Our gross profit was $0 during the nine months ended September 30, 2014 and $7,970 for the same period a year ago.

Operating Expenses. Our total operating expenses for the three months ended September 30, 2014 were $48,435, which is a $13,513, or 39%, increase compared to operating expenses of $34,922 for the same period a year ago. The increase in expenses was primarily attributable to Due Diligence costs $6,500; Payroll $6,500; Management Fee $4,000; Rent $3,900; and office/promotional costs of $3,700. The increases were partially offset by reduced Consulting Fees of $18,000.

Our total operating expenses for the nine months ended September 30, 2014 were $112,875, which is a $56,585, or 101%, increase compared to operating expenses of $56,290 for the same period a year ago. The increase in expenses was primarily attributable to costs related to payment of accrued Washington State sales taxes, $17,300; Website Expenses $8,800; Payroll $12,500; Rent $7,900; Travel $6,300; Promotional expenses $5,300 and Management fees of $4,000. The increases were partially offset by reduced Consulting Fees of $15,800.

Income (Loss) From Operations. We had a loss from operations of ($48,435) for the three months ended September 30, 2014 compared to an operating loss of ($33,845) for the same period a year ago, which represented a $13,513 increase in operating loss.

We had a loss from operations of ($112,875) for the nine months ended September 30, 2014 compared to an operating loss of ($48,320) for the same period a year ago, which represented a $69,313 increase in operating loss.

Other income (expenses). During the three and nine months ended September 30, 2014 we recorded ($3,753) and ($7,862) interest expense respectably, compared to ($1,069) and ($3,104) for the same period a year ago,. The interest expense is comprised of imputed interest expenses related to line-of-credit interest and notes outstanding payable to a related party. The imputed interest was recorded in our financial statements under additional paid-in capital.

Net Income (Loss). We had a net loss of ($52,188) for the three months ended September 30, 2014 compared to a net loss of ($34,914) for the same period a year ago, which represented an increase of $17,274, in net loss.  

We had a net loss of ($120,737) for the nine months ended September 30, 2014 compared to a net loss of ($51,424) for the same period a year ago, which represented an increase of $69,313, in net loss.  

Total Stockholders’ Deficit. Our stockholders’ deficit was ($184,669) as of September 30, 2014.

Liquidity and Capital Resources

As of September 30, 2014, we had $6,701 of assets. Our total liabilities were $191,370, which consisted of accounts payable of $640, accrued interest on the LOC of $2,888 and a line-of-credit aggregating $187,842 to a related party. The LOC has a 10% annual interest rate. Further, we had no external credit facilities (i.e. bank loans, revolving lines of credit, etc.).

We expect to incur continued losses over the next 12 months, possibly even longer. We believe that we need at least $150,000 in additional funding to commence operations and meet our minimal working capital requirements over the next 12 months.

We are presently exploring various sources of funding, including raising funds through a secondary public offering, a private placement of our securities, or loans. Without limiting our available options, future equity financings will most likely be through the sale of additional shares of our common stock. It is possible that we could also offer warrants, options and/or rights in conjunction with any future issuances of our common stock. However, we can give no assurance that financing will be made available to us, and if made available to us, in amounts or on terms acceptable to us. If we cannot secure adequate financing, we may be forced to cease operations and you will lose your entire investment.

Going Concern Consideration

Our independent registered public accounting firm has issued a going concern opinion in their audit report dated March 25, 2014, which can be found in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 11, 2014. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next 12 months. Our financial statements found within this Quarterly Report on Form 10-Q and the aforementioned Annual Report on Form 10-K contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Off –Balance Sheet Operations

As of September 30, 2014, we had no off-balance sheet activities or operations.

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CRITICAL ACCOUNTING POLICIES

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 Med-Cannabis Pharma’s management, necessary for a fair presentation of the financial position and operating results as of and for the three and nine months ended September 30, 2014 and 2013.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Because of the use of estimates inherent in the financial reporting process, actual results may differ significantly from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, Med-Cannabis Pharma considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of September 30, 2014, we had $1,183 in cash and equivalents.

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.

[This space intentionally left blank.]

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The estimated fair values of the Company’s financial instruments are as follows:

		Fair Value Measurement at September 30, 2014 Using:
Description			9/30/14		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	$	3,701	$	3,701	$	-	$	-
		$	3,701	$	3,701	$	-	$	-
Liabilities
	Accounts payable	$	640	$	640	$	-	$	-
	Accrued expenses		2,888		2,888
	Note payable to stockholder		187,842		187,842		-		-
		$	191,370	$	191,370	$	-	$	-

		Fair Value Measurement at December 31, 2013 Using:
Description			12/31/13		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	$	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 three and nine months ended September, 2014 and the period February 23, 2011 (inception) to September 30, 2014 we had no dilutive financial instruments issued or outstanding.

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Revenue Recognition

Med-Cannabis Pharma follows the guidance of FASB ASC Topic 605 for revenue recognition. In general, Med-Cannabis Pharma recognizes revenue when (1) the price is fixed and determinable, (2) persuasive evidence of an arrangement exists, (3) the service has been provided, and (4) collectability is reasonably assured.

Med-Cannabis Pharma generates revenue from two sources: (i) sales of its high-end handmade lace wigs and hairpieces and other beauty supplies to beauty supply stores, hair salons, independent hair stylists, and retail customers via the Internet and (ii) consulting services consisting of product and retail channel development for beauty and fashion products. Revenue from sales of its high-end handmade lace wigs, hairpieces and other beauty supplies is recognized at the time of the sale and revenues from consulting services are recognized when the services are performed, evidence of an arrangement exists, the fee is fixed and determinable, and collectability is probable.

Income Taxes

We account for income taxes pursuant to FASB ASC 740, Income Taxes. Under FASB ASC 740-10-25, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

We maintain a valuation allowance with respect to deferred tax assets. Med-Cannabis Pharma establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration Med-Cannabis Pharma’s financial 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 Med-Cannabis Pharma 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.

Recently Issued Accounting Pronouncements

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, which elected early adoption.

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.

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Contractual Obligations

As of September 30, 2014, Med-Cannabis Pharma had one contractual obligation. On June 16, 2014 the Company leased 1,250 sq.ft. of office space in Port Ludlow, WA for $1,650 per month. The length of the contract is one year.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable since we are a smaller reporting company.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this report, we conducted an evaluation under the supervision and with the participation of our sole officer and director, Gracie Moreno, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act).

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be presented or detected on a timely basis.

Based on management’s assessment, we have concluded that, as of September 30, 2014, our disclosure controls and procedures were not effective in timely alerting management to the material information relating to us required to be included in our annual and interim filings with the SEC.

Management has concluded that our disclosure controls and procedures had the following material weaknesses:

• We were unable to maintain any segregation of duties within our financial operations due to our reliance on limited personnel in the finance function. While this control deficiency has not resulted in any audit adjustments to our interim or annual financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties;

• Med-Cannabis Pharma lacks sufficient resources to perform the internal audit function and does not have an Audit Committee;

• We do not have an independent Board of Directors, nor do we have a board member designated as an independent financial expert to Med-Cannabis Pharma. The Board of Directors is comprised of one (1) member who also serves as Med-Cannabis Pharma’s sole executive officers. As a result, there is a lack of independent oversight of the management team, lack of independent review of our operating and financial results, and lack of independent review of disclosures made by Med-Cannabis Pharma; and

• Documentation of all proper accounting procedures is not yet complete.

These weaknesses have existed since our inception on February 23, 2011 and, as of September 30, 2014, have not been remedied.

To the extent reasonably possible given our limited resources, we intend to take measures to cure the aforementioned material weaknesses, including, but not limited to, the following:

• Considering the engagement of consultants to assist in ensuring that accounting policies and procedures are consistent across the organization and that we have adequate control over financial statement disclosures;

• Hiring additional qualified financial personnel, including a Chief Financial Officer, on a full-time basis;

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• Expanding our current board of directors to include additional independent individuals willing to perform directorial functions; and

• Increasing our workforce in preparation for exiting the development stage and commencing revenue producing operations.

Since the recited remedial actions will require that we hire or engage additional personnel, these material weaknesses may not be overcome in the near-term due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the limited advice of outside professionals and consultants.

Changes in Controls and Procedures

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1. Legal Proceedings

No officer, director, or persons nominated for these positions, and no promoter or significant employee (current or former) of our corporation has been involved in legal proceedings that would be material to an evaluation of our management. We are not aware of any pending or threatened legal proceedings involving Med-Cannabis Pharma, Inc.

During the past ten (10) years, Gracie Moreno has not been the subject of the following events:

1) Any bankruptcy petition filed by or against any business of which Mr. Won was a general partner or executive officer either at the time of the bankruptcy or within two (2) years prior to that time;

2) Any conviction in a criminal proceeding or being subject to a pending criminal proceeding;

3) An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Won’s involvement in any type of business, securities or banking activities; and

4) Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Item 1A. Risk Factors

Not applicable since we are a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

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Item 3. Default Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number	Description of Exhibit
3.1(1)	Articles of Incorporation
3.2(1)	Bylaws
3.3(2)	Amendment to Articles of Incorporation
31.1	Section 302 Certifications under Sarbanes-Oxley Act of 2002
32.1	Section 906 Certification under Sarbanes Oxley Act of 2002

(1) Incorporated by our Registration Statement on Form S-1 filed May 3, 2011.

(2) Incorporated by our Current Report on Form 8-K filed July 1, 2014.

The Company filed the following significant 8-K’s in the quarter:

July 28, 2014. Announced that 159,930,000 common shares were returned to the Company Big Sky Oil.

August 4, 2014. The Company announced the termination of a definitive material agreement.

August 19, 2014. The Company announced it planned to open two stores in the State of Washington.

September 8, 2014. The appointment of Peter A. Preksto to the Board of Directors.

September 18, 2014. The Company announced that it will no longer open two stores in the State of Washington.

October 27, 2014. The Company announced the resignation of Peter A. Preksto from the Board of Directors and that it had formed a new wholly-owned subsidiary, Medical Management Systems, Inc. (an Oregon company). THe Company also announced an extension of its line-of-credit to $400,000.

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereto duly authorized on this thirteenth the day of November, 2014.

MED-CANNABIS PHARMA, INC.

By:     /s/ Gracie Moreno

                 Gracie Moreno

                 President, Chief Executive Officer,

                 Principal Executive Officer, Principal

                 Accounting Officer, Treasurer, Secretary, and

                 Director

                 (Sole Officer and Director)

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EX-31.1

EXHIBIT 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Gracie Moreno, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Med-Cannabis Pharma, INC.

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

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

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

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

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

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

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

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

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

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

Date:  November 13, 2014

/s/ Gracie Moreno

Gracie Moreno

President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CHIEF FINANCIAL OFFICER CERTIFICATION

I, Gracie Moreno, certify that:

1. I have reviewed this quarterly report on Form 10-Q MED-CANNABIS PHARMA, INC.

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

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

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

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

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

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

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

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

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

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

Date:  November 13, 2014

/s/ Gracie Moreno

Gracie Moreno

Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of MED-CANNABIS PHARMA, INC. (the “Company”) on Form 10-Q for the period ended September 30, 2014 as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Dated:  November 13, 2014

/s/ Gracie Moreno

Name: Gracie Moreno

Title: Chief Executive Officer

Dated: November 13, 2014

/s/ Gracie Moreno

Name: Gracie Moreno

Title: Chief Financial Officer

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NOTE 3 and NOTE 4 Common and Preferred Stock

9 Months Ended

Sep. 30, 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 250,000,000 shares with a par value of $0.0001 per share.

As of the period ending September 30, 2014 the Company issued an aggregate of 516,000,000 shares and as of the period ending September 30, 2014, the Company cancelled an aggregate of 465,930,000 shares.

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.

As of September 30, 2014, the Company had 50,007,000 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 September 30, 2014, the Company had no shares of its preferred stock issued and outstanding.

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NOTE 2 Development Stage Activities

9 Months Ended

Sep. 30, 2014

Development Stage Enterprises [Abstract]

NOTE 2 Development Stage Activities

NOTE 2 – Development Stage Activities and Going Concern

The Company is in the development stage and has minimal operations, and as such has devoted most of its efforts since its inception to developing its business plan, issuing common stock, attempting to raise capital, establishing its accounting systems and other administrative functions.

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 SW China Imports 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 June 30, 2014, the Company had a working capital deficiency of ($187,669). 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.

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Balance Sheets (Unaudited) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Current Assets
Cash	$ 3,701	$ 37
Deposits	3,000	0
Total Current Assets	6,701	37
Total Assets	6,701	37
Current Liabilities
Accounts Payable	640	20,198
Notes Payable - Related Party	190,730	50,550
Total Current Liabilities	191,370	70,748
Total Liabilities	191,370	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, 50,070,000 and 210,000,000 shares issued and outstanding	5,007	21,000
Additional Paid In Capital	59,036,833	59,014,061
Accumulated Deficit	(59,226,509)	(59,105,772)
Stockholders' Equity (Deficit)	(184,669)	(70,711)
Total Liabilities and Stockholders' Equity	$ 6,701	$ 37

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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)
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 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		4,109
Net income (loss)			(120,737)	(120,373)
Ending balance, APIC at Sep. 30, 2014		59,036,833
Stockholders' Equity (Deficit) at Sep. 30, 2014			(59,226,509)	(184,669)
Common stock, amount at Sep. 30, 2014	$ 5,007
Common stock, shares outstanding at Sep. 30, 2014	50,070,000			50,070,000

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NOTE 1 Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2014

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, 2014, Consolidated Statements of Operations for the nine months ended September 30, 2014, Consolidated Statement of Stockholder’s (Deficit) and the Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 are unaudited. These unaudited interim financial statements have been prepared in accordance with accounting principles accepted in the United States of America (“GAAP”). In the opinion of the company’s management, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and included all adjustments necessary for the fair presentation of the Company’s statement of financial position at September 30, 2014 and its results of operations and its cash flows for the period ended September 30, 2014. The results for the period ended September 30, 2014 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2014.

Organization

Med-Cannabis Pharma, Inc. (“Company” or “Med-Cannabis Pharma”) is a development stage company with minimal operations. 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 September 30, 2014 had no activity.

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 September 30, 2014 and for the period February 23, 2011 (inception) to September 30, 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 September 30, 2014, the Company had $3,701 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 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 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 September 30, 2014 Using:
Description			6/30/14		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	$	3,701	$	3,701	$	-	$	-
		$	3,701	$	3,701	$	-	$	-
Liabilities
	Accounts payable	$	640	$	640	$	-	$	-
	Note payable to stockholder		190,730		190,730		-		-
		$	191,370	$	191,370	$	-	$	-

		Fair Value Measurement at December 31, 2013 Using:
Description			12/31/13		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	$	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 September 30, 2014 the Company had no dilutive financial instruments issued 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. 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.

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Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares outstanding	50,070,000	210,000,000
Common stock, shares issued	50,070,000	210,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, shares issued	0	0

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NOTE 3 Common Stock (Details Narrative) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Equity [Abstract]
Common shares authorized	250,000,000	250,000,000
Common par value	$ 0.0001	$ 0.0001
Common shares outstanding	50,070,000	210,000,000
Preferred shares authorized	25,000,000	25,000,000
Preferred par value	$ 0.0001	$ 0.0001

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Document and Entity Information	9 Months Ended
	Sep. 30, 2014	Nov. 07, 2014
Document And Entity Information
Entity Registrant Name	Med-Cannabis Pharma, Inc.
Entity Central Index Key	0001516559
Document Type	10-Q
Document Period End Date	Sep. 30, 2014
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		210,000,000
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2014

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NOTE 5 Income Taxes - Deferred Taxes (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2012
Income Tax Disclosure [Abstract]
Net Operating Loss Carryforward	$ 79,554	$ 37,296
Less: Valuation Allowance		(79,554)	(37,296)
Net Deferred Tax Asset	$ 0	$ 0

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Statements of Operations (Unaudited) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Income Statement [Abstract]
Revenues, net	$ 0	$ 1,077	$ 0	$ 8,148
Cost of Revenues	0	0	0	178
Gross Profit	0	1,077	0	7,970
Operating Expenses:
Other General Expenses	48,435	34,922	112,875	56,290
Total Operating Expenses	48,435	34,922	112,875	56,290
Net Loss from Operations	(48,435)	(33,845)	(112,875)	(48,320)
Other Income:
Interest (income) expense	3,753	1,069	7,862	3,104
Total Other (Income) Ex[ense	3,753	1,069	7,862	3,104
Net Loss Before Income Taxes	(52,188)	(34,914)	(120,737)	(51,424)
Net Loss	$ (52,188)	$ (34,914)	$ (120,373)	$ (51,424)
Earnings per Share, Basic and Diluted:
Weighted Average of Outstanding Shares	98,744,348	208,804,348	172,507,253	334,835,165
Income (Loss) for Common Stockholders	$ 0.00	$ 0.00	$ 0.00	$ 0.00

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NOTE 7 Related Parties

9 Months Ended

Sep. 30, 2014

Related Party Transactions [Abstract]

NOTE 7 Related Parties

NOTE 7 – Related Party Transactions

As of September 30, 2014, the Company had a line-of-credit (”LOC”) to a related party stockholder in the amount of $190,730, 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, 2014 the imputed interest expense on the old notes was $4,973 and interest expense on the LOC was $2,889 for a total of $7,862.

In the change of control agreements dated March 27, 2014, $1,806 of related party debt was forgiven by a former shareholder.

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NOTE 6 Change of Control

9 Months Ended

Sep. 30, 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.

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NOTE 5 Income Taxes (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2014
Income Tax Disclosure [Abstract]
Effective tax rate	3500.00%
Tax loss carryforwards	$ 278,342

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NOTE 1 Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 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:
Description			3/31/14		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	$	-	$	-	$	-	$	-
		$	-	$	-	$	-	$	-
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:
Description			12/31/13		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	$	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.

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NOTE 8 Recent Accounting Pronouncements

9 Months Ended

Sep. 30, 2014

Accounting Changes and Error Corrections [Abstract]

NOTE 8 Recent Accounting Pronouncements

NOTE 8 – Recent Accounting Pronouncements

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.

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.

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NOTE 9 Subsequent Events

9 Months Ended

Sep. 30, 2014

Subsequent Events [Abstract]

NOTE 9 Subsequent Events

NOTE 9 – Subsequent Events

On October 14, 2014 the Company announced that it is engaged in discussions concerning managing a medical dispensary in Oregon and hopes to commence operations there if the due diligence for this business is successful.

Other than the items noted above no other material events or transactions have occurred during this subsequent event reporting period which required recognition or disclosure in the financial statements.

On October 29, 2014 the Company announced that it accepted the resignation of one of its directors. Peter A. Preksto resigned from the Company on October 29, 2014 and the Company has not appointed a director to replace Mr. Preksto.

On October 29, 2014 the Company announced that it formed a new wholly-owned subsidiary, Medical Management Systems, Inc. (“MMS”), an Oregon corporation. The new subsidiary was formed to act as a management company for medical marijuana dispensaries in Oregon. The Company, through MMS, has agreed to act as manager of a dispensary anticipated to be opened in Bend, Oregon in December, 2014.

On October 29, 2014 the Company announced that it connection with the formation of MMS, the Company negotiated an extension of its current $200,000 line of credit. The lender agreed to extent the Company an additional $200,000 line of credit, at ten percent (10%) interest, subject to the lender’s approval of any material expendituress.

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NOTE 5 Income Taxes (Tables)

9 Months Ended

Sep. 30, 2014

Income Tax Disclosure [Abstract]

Deferred Taxes

				For the nine months ended 7/30/14		For the period February 23, 2011 (inception) to 3/31/14
Current tax provision:
	Federal
		Taxable income	$	-	$
		Total current tax provision	$	-	$
Deferred tax provision:
	Federal
		Loss carryforwards	$	79,554	$	37,296
		Change in valuation allowance		(79,554)		(37,296)
		Total deferred tax provision	$	-	$	-

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Statements of Cash Flows (Unaudited) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$ (120,373)	$ (51,424)
Adjustments to reconcile net loss to net cash used (provided) by operating activiites
Imputed interest	6,779	3,104
Shares Issued for Services	0	26,000
Changes in assets and liabilities:
Accounts Receivable	0	0
Other assets	(3,000)	0
Accounts Payable	(9,930)	13,663
Net Cash Provided (Used) by Operating Acticities	(136,516)	(8,657)
Cash Flows From Financing Activities
Borrowings on debt	140,180	15,800
Proceeds from sale of stock	0	0
(Payments) Borrowings: Shareholder Advances	0	(5,000)
Net cash provided by (used in ) financiing activities	140,180	10,800
Net Change in Cash	3,664	2,143
Cash at Begining of Period	37	600
Cash at End of Period	$ 3,701	$ 2,743

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NOTE 5 Income Taxes

9 Months Ended

Sep. 30, 2014

Income Tax Disclosure [Abstract]

NOTE 5 Income Taxes

The provision (benefit) for income taxes for the period from February 23, 2011 (inception) to September 30, 2014 was as follows, assuming a 35 percent effective tax rate:

				For the nine months ended 9/30/14		For the period February 23, 2011 (inception) to 12/31/13
Current tax provision:
	Federal
		Taxable income	$	-	$
		Total current tax provision	$	-	$
Deferred tax provision:
	Federal
		Loss carryforwards	$	79,554	$	37,296
		Change in valuation allowance		(79,554)		(37,296)
		Total deferred tax provision	$	-	$	-

As of September 30, 2014, the Company had approximately $278,342 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 from February 23, 2011 (inception) to September 30, 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.

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NOTE 7 Related Parties (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Related Party Transactions [Abstract]
Related party note payable	$ 190,730	$ 50,550
Interest expense	7,862
Debt foregivess	$ 1,806