the TRUTH
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.
14
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 June 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.
Results of Operations
Three and Six Months Ended June 30, 2014 and 2013
Revenues . We generated $0 in revenue during the three months ended June 30, 2014 and $2,153 for the same period a year ago. This revenue was derived solely from design consulting services.
We generated $0 in revenue during the six months ended June 30, 2014 and $7,071 for the same period a year ago. This revenue was derived solely from design consulting services.
ITEM 8.01 Other Events.
Previously, on August 19, 2014, Med-Cannabis Pharma, Inc. (the “Company”) announced that it had opened two medical marijuana facilities in Washington. One is located in Port Townsend and one in Port Ludlow.
As of today, the Company has disassociated itself with operations at both of these facilities. Prior management of the Port Townsend facility failed to follow Company policies and procedures and was insubordinate. As a result, the Company has determined it to be in its best interest to no longer be involved in either of these operations.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
September 18, 2014
MED-CANNABIS PHARMA, INC.
/s/ Graciela Moreno
Graciela Moreno, CEO
Current Assets
Cash
$ 37
Deposits
3,000
0
Total Current Assets
4,183
37
Total Assets
4,183
37
Current Liabilities
Accounts Payable
624
20,198
Notes Payable - Related Party
136,904
50,550
Total Current Liabilities
136,904
70,748
Total Liabilities
137,528
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, 210,000,000 and 210,000,000 shares issued and outstanding
21,000
21,000
Additional Paid In Capital
59,019,976
59,014,061
Accumulated Deficit
(59,174,321)
(59,105,772)
Stockholders' Equity (Deficit)
(70,711)
(70,711)
Total Liabilities and Stockholders' Equity
$ 4,183
$ 37
