Note 1 - Basis of Presentation and Organization

12 Months Ended

Dec. 31, 2018

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]

NOTE

– BASIS OF PRESENTATION AND ORGANIZATION

Nature of Operations and Background

—

CannaMED Enterprises, Inc. (“CannaMED” or “the Company”) was incorporated on

September 25, 2014

under the laws of the state of Delaware under the name Redwood Valley Acquisition Corporation (“Redwood Valley “) to engage in any lawful corporate undertaking, including, but

not

limited to, selected mergers and acquisitions. The Company was formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of

1934.

The Company’s objectives were to locate and negotiate with a business entity for the combination of that target company with Redwood Valley. This combination would normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section

351

or Section

368

of the Internal Revenue Code of

1986,

as amended.

During the period covered by this report, the Company located such a target and began the process to effect a change in control. On

August 24, 2015,

the following events occurred which resulted in a change of control of the Company:

	1.	The officers and directors of Redwood Valley, James Cassidy and James McKillop, entered into a Share Purchase Agreement (the “SPA”) pursuant to which they entered into an agreement to sell an aggregate of 19,500,000 shares of their shares of the Company’s common stock to Mikhail Artamonov, at an aggregate purchase price of $75,000. These shares represented 98% of the Company’s issued and outstanding common stock. Effective upon the closing date of the Share Purchase Agreement, James Cassidy and James McKillop executed the agreement and owned 7% of shares of the Company’s stock, respectively, and Mikhail Artamonov, was the majority stockholder of the Company.
	2.	The Company redeemed and cancelled an aggregate of 19,500,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share and cancelled such shares. The then current officers and directors resigned.
	3.	Mikhail Artamonov was named President, Secretary and Chief Financial Officer of the Company. He now serves as the Chief Executive Officer, Secretary, Chief Financial Officer and Director of the Company.

August 25, 2015,

the Company issued

3,000,000

shares of its common stock at par representing

86%

of the total outstanding

3,500,000

shares of common stock to Mikhail Artamonov, the sole officer and director of the Company. The company effected a change of control and changed its name to CannaMED Enterprises, Inc. With this change of direction, the Company intends to consult with or effect a business combination with a private company to develop as medical cannabis industry innovators, utilizing the Company’s team of healthcare and business professionals to start and/or source, research, evaluate and purchase products and companies. The Company will strive to develop environmentally friendly and economically sustainable business within the swiftly developing medical cannabis industry.

The Company envisions to initially enter into joint ventures or acquire partial ownership in:

	●	a laboratory for medical cannabis testing, a pharmacy to perform research;
	●	a pharmacy to perform research and development of the newest medical cannabis formulations;
	●	a clinical practice to establish the network dispensaries;
	●	a packaging company;
	●	a research facility; and
	●	real estate to establish the foundation for the growing network

Basis of Presentation –

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Intercompany accounts and transactions have been eliminated.

Use of Estimates –

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that

may

affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Income Taxes –

CannaMED accounts for income taxes in accordance with ASC

740,

Income Taxes (“ASC

740”

), which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than

not

to be realized.

ASC

740

provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. ASC

740

requires a company to determine whether it is more likely than

not

that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-

not

threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

Cash and Cash Equivalents –

Cash and cash equivalents includes all highly liquid instruments with an original maturity of

three

months or less as of

December 31, 2018.

The Company did

not

have cash equivalents as of

December 31, 2018

and

December 31, 2017.

Concentration of Risk–

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did

not

have cash balances in excess of the Federal Deposit Insurance Corporation limit as of

December 31, 2018

and

December 31, 2017.

Fair Value of Financial Instruments –

The Company adopted ASC

820,

Fair Value Measurements and Disclosures (ASC

820

). ASC

820

defines fair value, establishes a

three

-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The

three

levels are defined as follows:

	●	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

	●	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

	●	Level 3 inputs to the valuation methodology are unobservable and significant to the fair measurement.

The carrying value of cash, accounts payables and accrued expenses approximates their fair values due to their short-term maturities at

December 31, 2018

and

December 31, 2017.

Revenue Recognition –

Effective

January 1, 2018,

the Company adopted Accounting Standards Codification Topic

606,

Revenue from Contracts with Customers,

(ASC

606

). To determine revenue recognition for arrangements within the scope of ASC

606,

the Company performs the following

five

steps: (i) identify the contract(s) with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company is pre-revenue and has

outstanding contracts with customers.

Net Loss Per Share –

Basic net loss per share is computed by dividing the net loss applicable to common shareholders by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share is computed by dividing the loss applicable to common shareholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Due to the Company’s losses in the periods presented, the Company currently has

dilutive securities and as such, basic and diluted loss per share are the same for such periods.

CannaMED Enterprises, Inc. 10-K