10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1) 

(Mark One)

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

or

¨ TRANSITION REPORT UNDER 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 Road , Ste. 112, Carrollton, TX 75006    

 (Address of principal executive offices)

(214) 666-8364

 (Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

                        None                         

(Title of class)

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.0001 par value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨      No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨      No x

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 ¨

1

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

¨

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  [  ]	Smaller reporting company  [X]

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

Yes [  ]  No [X]

As of May 7, 2015, the aggregate market value of the voting stock held by non-affiliates of the Registrant was $16,588,000 based upon the closing sale price as reported by the OTC Bulletin Board on that date.

As of May 7, 2015, there were 50,220,000 shares of our common stock, $0.0001 par value issued and outstanding.

2

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to our Annual Report on Form 10-K/A for the period ended December 31, 2014 as filed with the Securities and Exchange Commission on May 14, 2015 is to furnish Exhibits 101 to the Form 10-K.

No changes have been made to the Annual Report other than the furnishing of Exhibit 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB and 101.PRE described above. This Amendment No. 1 to Form 10-K does not reflect subsequent events occurring after the original filing date of the Form 10-K or modify or update in any way disclosures made in the Form 10-K, as amended.

In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this Amended Report, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished, respectively as exhibits to the Original Report have been re-executed and re-filed as of the date of this Amended Report and are included as exhibits hereto.

3

Exhibits

Exhibit Number	Description of Exhibit
31.1	Section 302 Certifications under Sarbanes-Oxley Act of 2002
31.2	Section 302 Certifications under Sarbanes-Oxley Act of 2002
32.1	Section 906 Certification under Sarbanes Oxley Act of 2002

4

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 12^th day of May, 2015.

	MED-CANNABIS PHARMA, INC.
May 18, 2015	/s/ Graciela Moreno
	Graciela Moreno
	President, Chief Executive Officer,
	Principal Executive Officer, Treasurer,
	Secretary, Principal Financial Officer,
	and Director (Sole Officer and Director)

5

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF THE PRINICPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

and Securities and Exchange Commission Release 34-46427

I, Graciela Moreno, certify that:

1. I have reviewed this Annual Report on Form 10-K/A of Med-Cannabis Pharma, Inc. for the fiscal year ended December 31, 2014;

2. Based on my knowledge, this report does not contain any untrue statement of 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 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 conclusions 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 in the Registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the Registrant’s fourth quarter in the case of an Annual Report) that has materially effected, or is reasonably likely to materially effect, the registrant’s internal control over financial reporting.

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.

	MED-CANNABIS PHARMA, INC.
May 18, 2015	/s/ Graciela Moreno
	Graciela Moreno
	President, Chief Executive Officer,
	Principal Executive Officer, Treasurer,
	Secretary, Principal Financial Officer,
	and Director (Sole Officer and Director)

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-K/A 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:  May 18, 2015

/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 Annual Report of Med-Cannabis Pharma, Inc. (“Company”) on Form 10-K/A for the period ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (“Report”), I, Graciela Moreno, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

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 operations of the Company.

	MED-CANNABIS PHARMA, INC.
May 18, 2015	/s/ Graciela Moreno
	Graciela Moreno
	President, Chief Executive Officer,
	Principal Executive Officer, Treasurer,
	Secretary, Principal Financial Officer,
	and Director (Sole Officer and Director)

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NOTE 3 and NOTE 4 Common and Preferred Stock

12 Months Ended

Dec. 31, 2014

Equity [Abstract]

NOTE 3 and 4 Common Stock and Preferred Stock

NOTE 3 – Common Stock

The total number of common shares authorized that may be issued by the Company is 5000,000,000 shares with a par value of $0.0001 per share.

As of the period ending September 30, 2014 the Company issued 100,000 shares for services rendered in conjunction with store management and they were valued at $30,000 using the closing price on the date the shares were granted.

On July 28, 2014, Big Sky Oil, Inc., the majority shareholder of Med-Cannabis Pharma Inc. (the “Company”), returned to the Company’s treasury 159,930,000 shares of the Company’s common stock it had purchased from prior management. Big Sky agreed to return these shares to the treasury for use in future possible issuances by the Company.

On April 30, 2013, nine shareholders returned to the Company an aggregate of 300,000,000 of restricted stock, $0.0001 par value, which were subsequently cancelled by our Board of Directors. These shares have been returned to our corporate treasury.

On July 11, 2013, we issued 10,000,000 shares of common stock to Taurus Financial Partners, LLC in consideration of its services of assisting us with our continued SEC and EDGAR filing requirements. We valued these services at $26,000 of $0.0026 a share, which was the closing price of our common stock as quoted on the OTC Bulletin Board on the same day. In connection with this issuance, we relied upon the exemption from the registration requirements pursuant to the provision of Section 4(2) of the Securities Act as a transaction by an issuer not involving any public offering. By virtue of its relationship to us, Taurus Financial Partners had access to all relevant information to our business and represented that it had the required investment intent. In addition, the securities issued bore an appropriate restrictive legend.

As of December 31, 2014, the Company had 50,170,000 shares of its common stock issued and outstanding.

NOTE 4 – Preferred Stock

The total number of preferred shares authorized that may be issued by the Company is 25,000,000 shares with a par value of $0.0001 per share.

As of December 31, 2014, the Company had no shares of its preferred stock issued and outstanding.

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NOTE 2 Going Concern

12 Months Ended

Dec. 31, 2014

Development Stage Enterprises [Abstract]

NOTE 2 Development Stage Activities

NOTE 2 – Going Concern

The Company plans to acquire medical marijuana collectives and or medical marijuana dispensaries, which are currently in operations legally within the states that medical marijuana has been approved and is legal. Currently the Company has been actively negotiating with existing collectives in the states of Washington and Oregon. In addition, the Company intends to further expand by opening new medical marijuana collectives and medical marijuana dispensaries in locations where an acquisition is not readily available such as states where medical marijuana has been newly legalized.

While management of the Company believes that Med-Cannabis Pharma will be successful in its planned operating activities under its business plan and capital formation activities, there can be no assurance that it will be able to successfully execute on either of these or that it will be able to generate adequate revenues to earn a profit or sustain its operations.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United State of America, which contemplate continuation of the Company as a going concern. The Company has not established a source of revenues sufficient to cover its operating costs, and as such, has incurred an operating loss since its inception. Further, as of December 31, 2014, the Company had a working capital deficiency of ($346,434). These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern.

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Consolidated Balance Sheets (Unaudited) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Current Assets
Cash	$ 14,763	$ 37
Total Current Assets	14,763	37
Total Assets	14,763	37
Current Liabilities
Accounts Payable	3,944	20,198
Accounts payable, related party	4,579	0
Accrued Expenses	2,340	0
Accrued expenses, related party	21,755	0
Deferred revenue	5,000	0
Notes Payable - Related Party	323,579	50,550
Total Current Liabilities	361,197	70,748
Total Liabilities	361,197	70,748
Stockholders' Equity:
Preferred Stock, $0.0001 par value, 25,000,000 shares authorized, 0 and 0 shares issued and outstanding	0	0
Common Stock, $0.0001 par value, 250,000,000 shares authorized, 50,170,000 and 210,000,000 shares issued and outstanding	5,017	21,000
Additional Paid In Capital	59,066,823	59,014,061
Accumulated Deficit	(59,418,274)	(59,105,772)
Stockholders' Equity (Deficit)	(346,434)	(70,711)
Total Liabilities and Stockholders' Equity	$ 14,763	$ 37

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Consolidated Shareholders Equity (Unaudited) (USD $)	Common Stock	Additional Paid-In Capital	Retained Earnings / Accumulated Deficit	Total
Begining balance, APIC at Dec. 31, 2012		$ 58,954,763
Begining balance, stockholders' equity at Dec. 31, 2012			(59,044,272)
Begining balance, amount at Dec. 31, 2012	50,000
Begining balance, shares at Dec. 31, 2012	500,000,000
Issuance of common stock new issues net, shares	(290,000,000)
Isssuance of common stock new issues net, value	(29,000)
Issuance of common stock new issues net, APIC		55,000
Imputed interest		4,298
Net income (loss)			(61,500)	(61,500)
Ending balance, APIC at Dec. 31, 2013		59,014,061
Stockholders' Equity (Deficit) at Dec. 31, 2013			(59,105,772)	(70,711)
Common stock, amount at Dec. 31, 2013	21,000
Common stock, shares outstanding at Dec. 31, 2013	210,000,000			210,000,000
Issuance of common stock for services, shares	100,000
Issuance of common stock for services, amount	10
Issuance of common stock for services, APIC		29,990
Issuance of common stock new issues net, shares	(159,930,000)
Isssuance of common stock new issues net, value	(15,993)
Issuance of common stock new issues net, APIC		15,993
Foregiveness of debt		1,806
Imputed interest		4,973
Net income (loss)			(312,502)	(312,502)
Ending balance, APIC at Dec. 31, 2014		59,066,823
Stockholders' Equity (Deficit) at Dec. 31, 2014			(59,418,274)	(346,434)
Common stock, amount at Dec. 31, 2014	$ 5,017
Common stock, shares outstanding at Dec. 31, 2014	50,170,000			50,170,000

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NOTE 7 Related Parties (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Related Party Transactions [Abstract]
Related party note payable	$ 323,579	$ 50,550
Interest expense	13,450
Debt foregivess	1,806
Deferred income, related party	$ 5,000

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NOTE 1 Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

NOTE 1 Summary of Significant Accounting Policies

NOTE 1 – Summary of Significant Accounting Policies

Organization

Med-Cannabis Pharma, Inc. (“Company” or “Med-Cannabis Pharma”) was incorporated under the laws of the State of Nevada on February 23, 2011. Med-Cannabis Pharma has one wholly owned subsidiary, Med-Pharma Management, Inc., that as of December 31, 2014 had no revenue but did incur due diligence and other administrative expenses.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (US GAAP) for financial information and in accordance with the Securities and Exchange Commission’s (SEC) Regulation S-X. They reflect all adjustments which are, in the opinion of the Company’s management, necessary for a fair presentation of the financial position and operating results as of and for the period ended December 31, 2014.

Use of Estimates

The accompanying financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. Actual results may vary from these estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of December 31, 2014, the Company had $14,763 in cash and equivalents and $37 at December 31, 2013.

Investments

The Company accounts for its marketable securities, which are classified as trading securities, in accordance with generally accepted accounting principles for certain investments in debt and equity securities, which requires that trading securities be carried at fair value. Unrealized gains and losses due to changes in fair value as well as realized gains and losses resulting from sales of securities are reported as Other Income/Expenses in the statement of operations. Fair value of the securities is based upon quoted market prices in active markets or estimated fair value when quoted market prices are not available. The cost basis for realized gains and losses is determined on a specific identification basis. As of December 31, 2014 the Company had no investments.

Fair Value of Financial Instruments

ASC 820, “Fair Value Measurements” and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

Level	Description
Level 1	Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2	Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3	Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

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

		Fair Value Measurement at December 31, 2014 Using:
Description			12/31/14		Quoted Prices In Active Markets For Identical Assets  (Level 1)		Significant Other Observable Inputs  (Level 2)		Significant Unobservable Inputs  (Level 3)
Assets
	Cash and equivalents	$	14,763	$	14,763	$	-	$	-
		$	14,763	$	14,763	$	-	$	-
Liabilities
	Accounts payable	$	8,523	$	4,579	$	-	$	-
	Accrued expenses		24,095		21,754
	Note payable to stockholder		323,579		323,579		-		-
		$	356,197	$	349,912	$	-	$	-

		Fair Value Measurement at December 31, 2013 Using:
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 December 31, 2014 the Company had no dilutive financial instruments issued or outstanding.

Revenue Recognition

For the year ended December 31, 2014, the Company realized $0 revenue versus $8,418 in 2013.

Income Taxes

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

The Company maintains a valuation allowance with respect to deferred tax assets. Med-Cannabis Pharma establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about its ability to realize the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Fiscal Year

The Company elected December 31st for its fiscal year end.

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Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 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	50,170,000	210,000,000
Common stock, shares issued	50,170,000	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 5 Income Taxes (Tables)

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Deferred Taxes

				For the year ended 12/31/14		For the year ended 12/31/13
Current tax provision:
	Federal
		Taxable income	$	-	$
		Total current tax provision	$	-	$
Deferred tax provision:
	Federal
		Loss carryforwards	$	134,432	$	37,296
		Change in valuation allowance		(134,432)		(37,296)
		Total deferred tax provision	$	-	$	-

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Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2014	May 12, 2015
Document And Entity Information
Entity Registrant Name	Med-Cannabis Pharma, Inc.
Entity Central Index Key	0001516559
Document Type	10-K
Document Period End Date	Dec. 31, 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 Public Float		$ 1,000,000
Entity Common Stock, Shares Outstanding		50,170,000
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2014

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NOTE 9 Commitments (Tables)

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Rent Commitments

	Future Obligation
2015		43,191
2016		31,097
2017		12,811
2018		12,811
2019		12,811
Total	$	112,721

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Consolidated Statements of Operations (Unaudited) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Income Statement [Abstract]
Revenues, net	$ 0	$ 8,148
Cost of Revenues	0	178
Gross Profit	0	7,970
Operating Expenses:
Other General Expenses	299,052	65,172
Total Operating Expenses	299,052	65,172
Net Loss from Operations	(299,052)	(57,202)
Other Income:
Interest (income) expense	13,450	4,298
Total Other (Income) Ex[ense	13,450	4,298
Net Loss Before Income Taxes	(312,502)	(61,500)
Provision for Income Tax (Expense) Benefit	0	0
Net Loss	$ (312,502)	$ (61,500)
Earnings per Share, Basic and Diluted:
Weighted Average of Outstanding Shares	141,659,233	303,369,863
Income (Loss) for Common Stockholders	$ 0.00	$ 0.00

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NOTE 7 Related Party Transactions

12 Months Ended

Dec. 31, 2014

Related Party Transactions [Abstract]

NOTE 7 Related Parties

NOTE 7 – Related Party Transactions

As of December 31, 2014, the Company had a line-of-credit (”LOC”) to a related party stockholder in the amount of $323,579, with interest at 10% annually. This LOC was entered into on July 28, 2014 and replaced the shareholder note that was assumed during the change of control transaction. During the twelve months ended December 31, 2014 the imputed interest expense on the old notes was $4,973 and interest expense on the LOC was $8,477 for a total of $13,450. The LOC has a limit of $500,000.

$29,502 of the Company’s accounts payable and accrued expenses are to related parties. $24,923 of this amount was assumed when current management took control.

A related party receivable of $50,748 was fully reserved at year-end because of questionable collectability.

During the year the Company accrued $19,800 for nine month’s rent for the sublease of office space from a related party. This lease expires in May 2015.

Deferred revenue of 45,000 was neither earned nor recognized as income and is carried as a liability. This item relates to activities with a related party.

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

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NOTE 6 Change of Control

12 Months Ended

Dec. 31, 2014

Equity [Abstract]

NOTE 6 Change of Control

NOTE 6 – Change of Control

On March 27, 2014 the shareholders of Med-Cannabis Pharma, Inc. sold their shares, 210,000,000, to Big Sky Oil, Inc. and another investor, resulting in a change of control.

On July 28, 2014, Big Sky Oil, Inc., the majority shareholder of Med-Cannabis Pharma Inc. (the “Company”), returned to the Company’s treasury 159,930,000 shares of teh Company’s common stock it had purchased from prior management. Big Sky agreed to return these shares to the treasury for use in future possible issuances by the Company.

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NOTE 3 Common Stock (Details Narrative) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Equity [Abstract]
Common shares authorized	250,000,000	250,000,000
Common par value	$ 0.0001	$ 0.0001
Common shares outstanding	50,170,000	210,000,000
Preferred shares authorized	25,000,000	25,000,000
Preferred par value	$ 0.0001	$ 0.0001

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NOTE 10 Subsequent Events

12 Months Ended

Dec. 31, 2014

Subsequent Events [Abstract]

NOTE 9 Subsequent Events

NOTE 10 – Subsequent Events

In the normal course of business the Company is supervising the renovation of store in Cottage Grove, OR location location which it will operate for a related party.

In January 2015 the Company issued 50,000 of restricted common stock for services provided regarding store management.

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

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NOTE 8 Recent Accounting Pronouncements

12 Months Ended

Dec. 31, 2014

Accounting Changes and Error Corrections [Abstract]

NOTE 8 Recent Accounting Pronouncements

NOTE 8 – Recent Accounting Pronouncements

On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-16—Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods.

On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-17—Business Combinations (Topic 805): Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle.

On August 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-15, Presentation of Financial Statements – Going Concerns (Subtopic 205-40): Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.

 In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company.

In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.

In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation , to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations.
Besides what’s noted above the Company does not expect the impact of recent accounting pronouncements to have a material effect on the Company’s financial statements.

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NOTE 9 Commitments

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Note 9 Commitments

NOTE 9 – Commitments

The Company has entered in five leases that have varying lengths with one of them going through April 2012. The Company’s future lease obligations are as follows:

	Future Obligation
2015		43,191
2016		31,097
2017		12,811
2018		12,811
2019		12,811
Total	$	112,721

During the year ended December 31, 2014 the Company incurred $30,921 of rent expense. 

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NOTE 1 Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (US GAAP) for financial information and in accordance with the Securities and Exchange Commission’s (SEC) Regulation S-X. They reflect all adjustments which are, in the opinion of the Company’s management, necessary for a fair presentation of the financial position and operating results as of and for the period ended March 31, 2014 and for the period February 23, 2011 (inception) to March 31, 2014.

Use of Estimates

Use of Estimates

The accompanying financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. Actual results may vary from these estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of March 31, 2014, the Company had $0 in cash and equivalents and $37 at December 31, 2013.

Investments

Investments

The Company accounts for its marketable securities, which are classified as trading securities, in accordance with generally accepted accounting principles for certain investments in debt and equity securities, which requires that trading securities be carried at fair value. Unrealized gains and losses due to changes in fair value as well as realized gains and losses resulting from sales of securities are reported as Other Income/Expenses in the statement of operations. Fair value of the securities is based upon quoted market prices in active markets or estimated fair value when quoted market prices are not available. The cost basis for realized gains and losses is determined on a specific identification basis. As of March 31, 2014 the Company had no investments.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

ASC 820, “Fair Value Measurements” and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

Level	Description
Level 1	Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2	Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3	Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

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

		Fair Value Measurement at March 31, 2014 Using:
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.

Revenue Recognition

Revenue Recognition

For the period February 23, 2011 (inception) to December 31, 2014, we did realized minimal revenue.

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NOTE 5 Income Taxes (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Effective tax rate	3500.00%
Tax loss carryforwards	$ 384,090

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Consolidated Statements of Cash Flows (Unaudited) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$ (312,502)	$ (61,500)
Adjustments to reconcile net loss to net cash used (provided) by operating activiites
Imputed interest	4,973	4,298
Shares Issued for Services	30,000	26,000
Changes in assets and liabilities:
Accounts Receivable	0	0
Other assets	0	0
Accounts Payable / Accrued Expenses	12,420	(19,639)
Deferred revenue	5,000	0
Net Cash Provided (Used) by Operating Acticities	(260,109)	(11,563)
Cash Flows From Financing Activities
Borrowings on debt	274,835	16,000
Proceeds from sale of stock	0	0
(Payments) Borrowings: Shareholder Advances	0	(5,000)
Net cash provided by (used in ) financiing activities	274,835	11,000
Net Change in Cash	14,726	(563)
Cash at Begining of Period	37	600
Cash at End of Period	$ 14,763	$ 37

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NOTE 5 Income Taxes

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

NOTE 5 Income Taxes

The provision (benefit) for income taxes for the period year ended December 31, 2014 was as follows, assuming a 35 percent effective tax rate:

				For the year ended 12/30/14		For the year ended 12/31/13
Current tax provision:
	Federal
		Taxable income	$	-	$
		Total current tax provision	$	-	$
Deferred tax provision:
	Federal
		Loss carryforwards	$	134,432	$	37,296
		Change in valuation allowance		(134,432)		(37,296)
		Total deferred tax provision	$	-	$	-

As of December 31, 2014, the Company had approximately $384,090 in tax loss carryforwards that can be utilized in future periods to reduce taxable income through 2032.

The Company provided a valuation allowance equal to the deferred income tax assets for the period ended December 31, 2014 because it is not presently known whether future taxable income will be sufficient to utilize the tax loss carryforwards.

The Company has no uncertain tax positions.

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NOTE 5 Income Taxes - Deferred Taxes (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income Tax Disclosure [Abstract]
Net Operating Loss Carryforward	$ 134,432	$ 37,296
Less: Valuation Allowance		134,432	(37,296)
Net Deferred Tax Asset	$ 0	$ 0