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EX-31.1 - EXHIBIT 31.1 - MEDICAN ENTERPRISES, INC.ex311.htm
EXCEL - IDEA: XBRL DOCUMENT - MEDICAN ENTERPRISES, INC.Financial_Report.xls
EX-32.1 - EXHIBIT 32.1 - MEDICAN ENTERPRISES, INC.ex321.htm
EX-31.2 - EXHIBIT 31.2 - MEDICAN ENTERPRISES, INC.ex312.htm
EX-32.2 - EXHIBIT 32.2 - MEDICAN ENTERPRISES, INC.ex322.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________


FORM 10-Q

______________


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

For the quarterly period ended September 30, 2013

 
o 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: 000-53408

MEDICAN ENTERPRISES, INC.
(Exact name of issuer as specified in its charter)

     
Nevada
 
87-0474017
(State or Other Jurisdiction of
 
(I.R.S. Employer I.D. No.)
incorporation or organization)
 
 
  
5955 EDMOND STREET, SUITE 102
LAS VEGAS, NV 89118
(Address of Principal Executive Offices)

(702) 826-3365
(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 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 o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation 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 o (The Registrant does not maintain a website.)

 
 
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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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

       
Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

The number of shares outstanding of each of the Registrant’s classes of common equity, as of the latest practicable date:

26,501,240 shares of common stock as of November 15, 2013.

 
 
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FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, Financial Statements and Notes to Financial Statements contain forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations and financial conditions. All forward-looking statements are based on management’s existing beliefs about present and future events outside of management’s control and on assumptions that may prove to be incorrect. If any underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or intended.

PART I - FINANCIAL STATEMENTS

Item 1. Financial Statements.

September 30, 2013

C O N T E N T S


   
Condensed Consolidated Balance Sheets (Unaudited)
4
Condensed Consolidated Statements of Operations (Unaudited)
5
Condensed Consolidated Statements of Cash Flows (Unaudited)
6
Notes to Unaudited Condensed Consolidated Financial Statements
7

 
 
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MEDICAN ENTERPRISES, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS
 
             
   
September 30,
2013
   
December 31,
2012
 
ASSETS
 
(Unaudited)
   
(Audited)
 
             
Total Assets
  $ -     $ -  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
                 
Liabilities
               
Current Liabilities
               
Accounts Payable
  $ -     $ -  
Payable to related parties
    -       93,581  
Accrued Interest - related parties
    514       9,437  
Notes Payable – related parties
    146,309       -  
Total Current Liabilities
    146,823       103,018  
Total Liabilities
    146,823       103,018  
                 
Stockholders’ Deficit
               
    Preferred Stock--5,000,000 shares authorized, $.001 par value; 0 shares issued and outstanding
    -       -  
    Common stock--50,000,000 shares authorized, $.001 par value; 26,501,240 shares issued and outstanding as of September 30, 2013 and December 31, 2012 (1)
    26,501       26,501  
    Additional Paid-In Capital
    598,102       588,499  
    Accumulated Deficit
    (613,885 )     (613,885 )
    Deficit Accumulated During Development Stage
    (157,541 )     (104,133 )
Total Stockholders’ Deficit
    (146,823 )     (103,018 )
Total Liabilities and Stockholders' Deficit
  $ -     $ -  
 
(1)  
The December 31, 2012 capital accounts of the Company have been retroactively restated to reflect the equivalent number of common stock based on the forward-split ratio of 20:1. See Note 4 of the accompanying notes.
 
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 
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MEDICAN ENTERPRISES, INC.
 (A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

                               
                           
From
 
   
For the
   
For the
   
For the
   
For the
   
reactivation
 
   
Three Months
   
Three Months
   
Nine Months
   
Nine Months
   
(January 1, 2005)
 
   
Ended
   
Ended
   
Ended
   
Ended
   
through
 
   
September 30,
   
September 30,
   
September 30,
   
September 30,
   
September 30,
 
   
2013
   
2012
   
2013
   
2012
   
2013
 
Revenues
  $ -     $ -     $ -     $ -     $ -  
General and Administrative Expenses
    20,574       1,585       47,659       7,437       142,355  
Net loss from operations
    (20,574 )     (1,585 )     (47,659 )     (7,437 )     (142,355 )
                                         
Other Expense
                                       
Related Party Interest Expense
    (514 )     (2,488 )     (5,749 )     (6,893 )     (15,186 )
Total Other Expense
    (514 )     (2,488 )     (5,749 )     (6,893 )     (15,186 )
Net Loss Before Taxes
    (21,088 )     (4,073 )     (53,408 )     (14,330 )     (157,541 )
Provision for Income Taxes
    -       -       -       -       -  
Net Loss
  $ (21,088 )   $ (4,073 )   $ (53,408 )   $ (14,330 )   $ (157,541 )
                                         
Basic and Diluted Loss Per Share
  $ (0.02 )   $ (0.01 )   $ (0.04 )   $ (0.01 )   $ (0.12 )
Basic and Diluted Weighted Average Shares Outstanding
    26,501,240       26,501,240       26,501,240       26,501,240       26,501,240  
 
(1)  
The December 31, 2012 capital accounts of the Company have been retroactively restated to reflect the equivalent number of common stock based on the forward-split ratio of 20:1 in determining the basic and diluted weighted average shares. See Note 4 of the accompanying notes.
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
 
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MEDICAN ENTERPRISES, INC.
 (A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

 
               
From
 
   
For the
   
For the
   
reactivation
 
   
Nine Months
   
Nine Months
   
(January 1, 2005)
 
   
Ended
   
Ended
   
through
 
   
September 30,
   
September 30,
   
September 30,
 
   
2013
   
2012
   
2013
 
Operating Activities
                 
Net loss
  $ (53,408 )     (14,330 )   $ (157,541 )
                         
            Adjustments to reconcile net loss to net cash used  by operating activities:
                       
(Increase) Decrease in:
                       
Prepaid Expense
    -       -       18,750  
Increase (decrease) in:
                       
Accounts payable
    -       -       601  
Decrease in related party accrued interest
    (8,923 )     6,893       (8,119 )
                         
Net Cash Used in Operating Activities
    (62,331 )     -       (146,309
                         
Financing Activities 
                       
 
Proceeds from borrowing, related parties
    62,331       7,437       146,309  
                         
Net Cash Provided by Financing Activities
    62,331       7,437       146,309  
                         
Net Change in Cash
    -       -       -  
Beginning Cash Balance
    -       -       -  
Ending Cash Balance
  $ -       -     $ -  
                         
Supplemental Disclosure of Cash Flow Information:
                       
Cash paid for income taxes
  $ -       -     $ -  
Cash paid for interest
  $ -       -       -  
Notes payable issued for payables to related party
  $ 146,309       -     $ 271,309  
Related party debt forgiveness
  $ 9,603       -     $ 9,603  

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
 
 
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MEDICAN ENTERPRISES, INC.
 (A Development Stage Company)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2013

NOTE 1 BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, pursuant to the rules and regulations of the Securities and Exchange Commission. The interim condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments which, in the opinion of management, are necessary to present a fair statement of the results for the period.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. The results of operations for the period ended September 30, 2013, are not necessarily indicative of the operating results for the full year.

NOTE 2 LIQUIDITY/GOING CONCERN

The Company does not have any assets, nor has it established operations, and has accumulated losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. It is the intent of the Company to seek a merger with an existing, well-capitalized operating company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 RELATED PARTY TRANSACTIONS

The Company had expenses and payables paid in its behalf by Chienn Consulting Group, LLC. (“Chienn Consulting Group”), a shareholder, in the amount of $62,331 during the nine months ended September 30, 2013.  The Company imputes interest at 10% per annum.  Imputed interest expense on related party payables for the nine month periods ended September 30, 2013 and 2012 totaled $5,749 and $6,893, respectively. As of September 30, 2013, the total amount of note payable to related parties was $146,309.

On June 25, 2013 the Company executed two promissory notes with Jenson Services.  The promissory notes were for funds already paid on behalf of the Company as a partial settlement of those debts.   Jenson Services forgave the remaining balance due to them of $9,603.

NOTE 4 EQUITY

On August 16, 2013, our Company’s board of directors approved a forward split paid as a stock dividend, on a basis of 20:1 (the “Stock Dividend”), pursuant to which, the Company’s shareholders as at September 24, 2013 received twenty (20) shares of our Company’s common stock for each one (1) share of common stock currently held. The pay-out date as approved by our board of directors and Financial Industry Regulatory Authority is September 25, 2013. The December 31, 2012 capital accounts of the Company have been retroactively restated to reflect the equivalent number of common stock based on the forward-split ratio of 20:1.

NOTE 5 RECENT ACCOUNTING PRONOUNCEMENTS

The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its consolidated results of operation, financial position or cash flows.  Based on that review, the Company believes that none of these pronouncements will have a significant effect on its consolidated financial statements.


 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Forward-looking Statements

Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements.  Forward-looking statements speak only as of the date they are made.  We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Plan of Operations

As of October 1, 2013, we commenced new operations as a business. We announced the new business operations on November 7, 2013 on Form 8-K announcing our change in shell company status.  The new business operations of the Company will focus on newsworthy developments in the medical cannabis (“MMJ”) industry. Specifically, the Company has engaged a consultant to administer a website, www.cannabismagazine.com, that will focus on new developments in and related to the medical cannabis industry.

The Company intends to help facilitate the discussion within the medical cannabis industry through its publications and to forge strategic relationships with individuals and related businesses within the industry. The Company may consider strategic acquisitions of companies within the medical cannabis industry. The Company intends to evaluate its options for future mergers or partnerships based on the response to its online and print publications and its advertising revenue, as it develops.

The Company is the publisher of “Cannabis Magazine” online and in hard copy form and the operator of the website. The physical copies of Cannabis Magazines will be distributed for free in over 4000 medical cannabis locations throughout the United States. Cannabis Magazine will feature lifestyle and informational articles on the medical cannabis industry as well as sell advertisements in the magazine. As part of its online imprint, the Company maintains and updates Cannabis Magazine’s blog at www.cannabismagazine.com and plans to organize events and informational sessions related to the medical cannabis industry.

The website of the Company, www.cannabismagazine.com  is live. The Company intends to distribute physical copies of the magazine to dispensaries by the end of November.

Over the next twelve months, we plan to:
 
·  
develop our brand;
·  
leverage our management’s contacts and business experience to develop a wider customer base;
·  
develop a comprehensive marketing system for retail clients; and
·  
increase our financial resources.
 
 
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During the next 12 months, our foreseeable cash requirements relate to general corporate expenses, costs related to the publication of our magazine and website; the payment of our Securities and Exchange Commission and the Exchange Act reporting filing expenses, including associated legal and accounting fees; and costs incident to reviewing or investigating any potential business venture. We will have to raise additional funds during the next 12 months.

Our common stock currently trades on the Over-the-Counter Bulletin Board (OTCBB) under the symbol MDCN.OB.

Results of Operations

Three months Ended September 30, 2013 Compared to Three months Ended September 30, 2012

We had no operations during the three month period ended September 30, 2013; we started our current operations on October 1, 2013.  General and administrative expenses were $20,574 for the three months ended September 2013, compared to $1,585 for the September 30, 2012, period. General and administrative expenses for the three months ended September 30, 2013, were comprised mainly of accounting, legal and compliance fees.  We had a net loss of $21,008 for the September 30, 2013 period compared to a net loss of $4,073 for the September 30, 2012 period.  The increase in net loss for the three month period ended September 30, 2013, is due to the increase in general and administrative expenses as a result of the change in control of the Company.

Nine months Ended September 30, 2013 Compared to Nine months Ended September 30, 2012

We had no operations during the nine month period ended September 30, 2013; we started operations on October 1, 2013.  General and administrative expenses were $47,659 for the nine months ended September 2013, compared to $7,437 for the nine months ended September 30, 2012. General and administrative expenses for the nine months ended September 30, 2013, were comprised mainly of accounting, legal and compliance fees.  We had a net loss of $53,408 for the September 30, 2013 period compared to a net loss of $14,330 for the September 30, 2012 period.  The increase in net loss for the nine month period ended September 30, 2013, is due to the increase in general and administrative expenses as a result of the change in control of the Company.

Liquidity and Capital Requirements

We had no cash or cash equivalents on hand. If additional funds are required, such funds may be advanced by management or shareholders as loans to us.  The due date for two promissory notes entered into on June 25, 2013 (totaling in the aggregate $125,000) and secured by certain shares of the Company owned by the Chief Executive Officer was extended to November 30, 2013 and a good faith payment is due on November. Because we have not identified any acquisition or venture, it is impossible to predict the amount of any such loan.

Off-Balance Sheet Arrangements

None.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

Not required.

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission, and that such information is accumulated and communicated to management, including the President and Secretary, to allow timely decisions regarding required disclosures.
 
 
 
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Under the supervision and with the participation of our management, including our President and Treasurer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report.  Based upon that evaluation, our President and Treasurer concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

During the fiscal quarter covered by this Quarterly Report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 
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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Not required.

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

None.

Item 3. Defaults Upon Senior Securities

None; not applicable.

Item 4. Mine Safety Disclosures

None; not applicable

Item 5. Other Information

Reports on Form 8-K

8-K filed on November 7, 2013 included Item 5.06. The Company has ceased to be a shell company under Rule 12b-2 of the Exchange Act.

8-K filed on September 24, 2013 included Item 8.01. The Company’s board of directors approved a forward split paid as a stock dividend, on a basis of 20:1, pursuant to which the Company’s shareholders received twenty (20) shares of the Company’s common stock for each one (1) share of common stock held at the time the dividend was declared.

8-K filed on September 18, 2013 included Item 5.03. The Company amended its Articles of Incorporation and changed the Company name to MEDICAN ENTERPRISES, INC. The name change has been processed by FINRA and the Company’s new trading symbol is MDCN.OB.

Item 6. Exhibits

(a) Exhibits

   
Exhibit No.
Identification of Exhibit
31.1
Certification of Kenneth Williams Pursuant to Section 302 of the Sarbanes-Oxley Act.
31.2
Certification of Kennethy Williams Pursuant to Section 302 of the Sarbanes-Oxley Act.
32
Certification of Kenneth Williams Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act.
101.INS
XBRL Instance Document*
101.SCH
XBRL Taxonomy Extension Schema*
101.CAL
XBRL Taxonomy Extension Calculation Linkbase*
101.DEF
XBRL Taxonomy Extension Definition Linkbase*
101.LAB
XBRL Taxonomy Extension Label Linkbase*
101.PRE
XBRL Taxonomy Extension Presentation Linkbase*

 
 
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*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MEDICAN ENTERPRISES, INC.
(Issuer)

         
Date:
November 14, 2013
 
By:
/s/Kenneth Williams
       
Kenneth Williams, Chief Executive Officer, Chief Financial Officer and Director
 
 
 
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