medical marijuana, inc. · mlm software computer and internet expenses consulting fees - share...

INFORMATION AND DISCLOSURE STATEMENT

Pursuant to Rule 15c2-(11 )(a)(5) under the Securities Exchange Act of 1934

June 30, 2010

Medical Marijuana, Inc.

27472 Portola Parkway#205-326

Foothill Ranch, CA 92610

CUSIP: 58463ATrading Symbol: MJNA

Information and Disclosure Statement Pursuant to Rule 15c2-11(a)(5) Page1 of 4

INFORMATION AND DISCLOSURE STATEMENT PURSUANT TO RULE 15c2-(11)(a)(5)All information contained in this Information and Disclosure Statement has been compiled to fulfill thedisclosure requirements of Rule 15c211 (a)(S) promulgated under the Securities Exchange Act of 1934,as amended. The enumerated captions contained herein correspond to the sequential format as setforth in the rule.

SECTION 2: ISSUER'S CONTINUING DISCLOSURE OBLIGATIONS

Item 1 Exact name of the issuer and address of its principal executive offices.

The address of its principle executive offices:

Medical Marijuana, Inc.27472 Portola Parkway# 205-326Foothill Ranch, CA [email protected]

ITEM 2 SHARES OUTSTANDING

At the end of last fiscal quarter - June 30, 2010409 - Shareholders of Record1,112 - Beneficial Shareholders25,829,592 shares - public float

December 31, 2009 - 222,685,777 shares outstandingDecember 31, 2008 - 12,481,442 shares outstandingDecember 31, 2007 - 10,957,724 shares outstanding

Beneficial Owners of 5% or more

Address

Jim Hancock 3333 Ulmann St.San Diego, CA 92106

New Compendium Transfer Agent for New CompendiumInCorp Services, Inc.36 South 18th Avenue, Suite DBrighton, CO 80601

Information and Disclosure Statement Pursuant to Rule 15c2-11(a)(5) of 4

*No shareholder of New Compendium either directly or indirectly ownsmore than 5% of the total shares of the issuer.

Don Steinberg 27472 Portola Parkway# 205-326Foothill Ranch, CA 92610

Bruce Perlowin 27472 Portola Parkway# 205-326Foothill Ranch, CA 92610

ITEM 3 INTERIM FINANCIAL STATEMENTS

Interim financial statements for the quarter ending June 30, 2010 are attached at theend of this quarterly update. Included in the attachment are Balance Sheet, Statementof Operations, Statement of Cash Flows and Statement of Stockholder's Equity andNotes to the above statements beginning on Page 5 of this document.

ITEM 4 MANAGEMENTS DISCUSSION AND ANALYSISOR PLAN OF OPERATION.

Management Discussion:

In the second quarter of 2010, the company continued to shape its business plan. Itcontinued to participate in educational seminars and expos throughout California topromote its brand and develop an awareness of the upcoming joint venture agreementto host an exposition in the fall in the Pontiac Detroit SilverDome.

Preparation of The Hemp Network continued. Consultants were retained to assist in thedevelopment of The Hemp Network without cash outlay by utilizing share basedcompensation. Such compensation provides incentives to consultants by giving them avested interest in the venture's success. Additionally, trademarks and branding wereresearched and determined. The company has sought protection for the brandingassociated with The Hemp Network. Finally and most importantly, a number ofproducts are in development including a full line of health/wellness skin and agingproducts based on "the miracles of hemp" and the power of natural organics generally,such as the benefits of certain mushrooms.

The educational seminars and The Hemp Network reinforce each business and provide aplatform from which to expand in the near future.

ITEMS LEGALPROCEEDINGS

The company is not nor has been engaged in any legal proceedings.

Information and Disclosure Statement Pursuant to Rule 15c2-11 (a)(5) of 4

ITEM 6

ITEM 7

ITEMS

ITEM 9

DEFAULTS UPON SENIOR SECURITIES

There are not, nor have there ever been any material defaults in respect to the paymentof principal, interest, a sinking of purchase fund investment, or any other default withrespect to any indebtedness of the issuer.

OTHER INFORMATION - SUBSEQUENT EVENTS

Completion of Acquisition or Disposition of Assets, Including but not Limited toMergers.

None.

EXHIBITS

There are no other attachments to this document.

CERTIFICATIONS

The certifications required are attached at the end of this document, after the financialstatements of the company.

Information and Disclosure Statement Pursuant to Rule 1Sc2-11(a)(S) of 4

MEDICAL MARIJUANA, INC.BALANCE SHEET

UnauditedAS OF JUNE 30, 2010

ASSETS:Cash & cash equivalents

Total Current Assets

InventoryTotal Other Current Assets

LandFurniture & FixturesInvestments

Total Fixed Assets

Other AssetsGoodwillPatent

Total Other AssetsTOTAL ASSETS

As of June 30,

2010

s 8,772.06$ 8,772.06

$ 29,045.97

$ 29,045.97

$ 902.14$ 116.00$ 40,000.00

$ 41,018.14

$$$

169,418.00

1,645.00171,063.00

$ 249,899.17

LIABILITIES AND STOCKHOLDERS' EQUITY:

CURRENT LIABILITIESAccounts payable

Total current liabilities

Other Current LiabilitiesSeminar DepositLoan To/From OfficersTOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITYCommon stock, $.001 par value 300,000,000 shares authorized222,685,777 issued and outstanding as of June 30, 2010Additional paid-in-capitalRetained Earnings

Total stockholders' equity

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$$

1,101.57

1,101.57

$$$

31,282.0087,518.49

119,902.06

$ 219,657.57

$ 176,612.66

$ (266,273.12)

$ 129,997.11

$ 249,899.17

The accompanying notes are an integral part of these financial statements

MEDICAL MARIJUANA, INC.STATEMENT OF OPERATIONS

UnauditedFOR THE QUARTER ENDED JUNE 30, 2010

REVENUES

TOTAL REVENUE $

OPERATING EXPENSES:Hemp Network Direct & Startup Expenses:

MLM SoftwareComputer and Internet ExpensesConsulting Fees - Share Based Payments

TOTAL HEMP NETWORK DIRECT AND STARTUP EXPENSES

s$$

7,132.75272.10

50,400.00$ 57,804.85

General and Administrative ExpensesCorporate HousingLegal servicesOffice SuppliesPostage and DeliveryUtilities

Total General and Administrative Expenses

$$$$$

3,936.001,648.00585.01478.40623.98

$ 7,271.39

Seminars/Sales and Marketing ExpensesAdvertising and Promotion

Total Seminars/Sales and Marketing ExpensesTotal ExpensesNET LOSS

s 4,354.30s 4,354.30s 69,430.54


MEDICAL MARIJUANA, INC.

.. _.--- STATEMENT OF STOCKHOLDER' EQUITY--- ---MARCH 31. 2010 THROUGH JUNE 30.2010- -- --- -- ---~~ THE PERIOD FROM ~~ 2~EPTION) THROUGH~ 27.2009

UNAUDITED

Common StockShares

March 31, 2003

Common stock issued for services

Common stock issued for cash

Net loss

June 30, 2003



Net loss

September 30, 2003



Net loss

December 31,2003

Amount

114

114

114

114

SubscriptionStock

Shares Amount

AdditionalPaid-inCapital

AccumulatedDeficit/Profit Total


Common stock issued for cash 1,500 15 15

Net Income

March 31, 2004 1,614 16 - 16



Net Income

June 30, 2004 1,614 16 - 16


Common stock issued for cash 202 2 - 2

Net Income

September 30, 2004 1,816 18 - - - - 18



Net Income

December 31, 2004 1,816 18 - - - 18



Net Income

March 31,2005 1,816 18 - - - - 18



Net Income

June 30, 2005 1,816 18 . · 18



Net Income

September 30, 2005 1,816 18 . · · . 18



Net Income

December 31,2005 1,816 18 · · . 18



Net Income

March 31, 2006 1,816 18 . 18



Net Income

June 30, 2006 1,816 18 · · . 18



Net Income

September 30, 2006 1,816 18 18



Net Income

December 31, 2006 1,816 18 18



Net Income

March 31, 2007 1,816 18 18

Common stock issued for services 4,000,000 40,000 40,000


Net Income

June 30, 2007 4,001,816 40,018 40,018



Net Income

September 30, 2007 4,001,816 40,018 40,018



Net Income

December 31, 2007 4,001,816 40,018 40,018



Net Income

March 31, 2008 4,001,816 40,018 40,018

Balance before merger with Club VivaNet

Balance after merger adjustments



Net Income

June 30, 2008 4,001,816 40,018 40,018



Net Income

September 30, 2008 13,519,211 135,192 135,192



Net Income

December 31, 2008 14,941,811 149,418 149,418



Net Income

March 31, 2009 16,941,811 169,418 169,418

April 27,2009 16,941,811 169,418 169,418

April 28, 2008Forward split 1: 10 169,418,110 169,418 169,418


Common stock issued for cash 16,534 165 165

Net Income

June 30, 2009 217,525,044 217,525 217,525

Common stock issued for services 8,580 9

Common stock issued for cash 111,420 111

Net Income (52,319)

September 30,2009 217,645,044 217,645 217,645

Common stock issued for services 8,580 9

Common stock issued for cash 111,420 111

Net Income (177,662)

December 31,2010 222,685,777 217,765 217,765



Net Income

March 31, 2010



Net Income

June 30, 2010

33,285

(52,319)

222,719,062

420,000

(69,431)

223,069,631

217,765

50,400

268,165

217,765

268,165

MEDICAL MARIJUANA, INC.STATEMENTS OF CASH FLOWS

FOR THE PERIOD FROM APRil 1, 2010 TO JUNE 30,2010Unaudited

For the Period fromApril 1, 2010 toJune 30, 2010

2010CASH FLOWS FROM OPERATING ACTIVITIES

Adjustments to reconcile net loss to net cashprovided by operations:

Inventory AssetLoan to/From Officer(s)Net cash used in operating activities

$$

(27,061.17)63,077.87

s 36,016.70

CASH FLOW FROM INVESTING ACTIVITIESlandFurniture and Fixtures

PatentNet cash used in investing activities

$$$

(902.14)(116.00)

(1,510.00)

s (2,528.14)

CASH FLOWS FROM FINANCING ACTIVITIESAdditional Paid in CapitalCapital StockRetained Earnings

Net cash provided by financing activities

$ 49,980.00$ 420.00

$ (69,430.54)

s (19,030.54)

$ 14,458.02

$ (5,685.96)$ 8,772.06

INCREASE IN CASH

CASH AT BEGINNING OF PERIODCASH AT END OF PERIOD


MEDICAL MARIJUANA, INC.

Note 1 - Organization and Basis of PresentationOrganization and Line of BusinessMedical Marijuana Inc. was incorporated in the State of Oregon in May of2005. Medical Marijuana, Inc. will provide institutional level financialsystems to local, state and federal governments, testing andcertification services, education programs, consulting and turn-keysolutions to all levels of government and the Medical Marijuana Industry.

Medical Marijuana, Inc. has a provisional patent pending on the MMIFinancial Solutions that provides local, state and federal governmentswith a closed loop financial accounting system to monitor compliance anda utility patent pending concerning the collection of tax revenues in anear real-time environment. MMI will also provide an integrated businesssystem for medical marijuana Industry participants, from growers todistributors to dispensaries. MMI Solutions will ensure compliance withlocal, state and federal regulations where it concerns operations andtaxation.

Medical Marijuana, Inc. is positioned to take advantage of opportunitiesas they appear in the emerging legal medical marijuana industry throughan enhanced payment gateway introducing verifiable levels of enhancedsecurity. A trend is in place that clearly indicates medical marijuana isquickly becoming a legal enterprise in need of various solutions innumerous areas.

Basis of PresentationThe accompanying financial statements have been prepared in conformitywith accounting principles generally accepted in the United States ofAmerica.

Note 2 - Summary of Significant Accounting PoliciesUse of EstimatesThe preparation of financial statements in conformity with generallyaccepted accounting principles requires management to make estimates andassumptions that affect the reported amounts of assets and liabilitiesand disclosure of contingent assets and liabilities at the date of thefinancial statements and the reported amounts of revenues and expensesduring the reporting period. Actual results could differ from thoseestimates.

Principles of ConsolidationThe financial statements are not consolidated.

Cash and Cash Equivalents

Cash and cash equivalents include cash in hand and cash in time deposits,certificates of deposit and all highly liquid debt instruments withoriginal maturities of three months or less.

Prepaid Expenses

None

Investments in Marketable Securities

The marketable securities consist of 200,000,000 cornmon shares of HealthSciences (OTC:HESG) which the company earned from consulting services andare subject to the resale limitations imposed by SEC Rule 144. Thisearned investment was booked at the closing price per share of $.0002 theday the shares were issued to the company. On June 30, 2010, the closingprice was approximately $.0002 making an adjustment to fair valueunnecessary.

DepositsDeposits are the balances outstanding that have not been redeemed as ofthe date of the Financial Statements. These represent amounts paid byjoint venture undertakers in industry expositions and/or educationalseminars in Florida and Michigan.

Notes ReceivableNone

Property and EquipmentProperty and equipment are stated at cost. Expenditures for maintenanceand repairs are charged to earnings as incurred; additions, renewals andbetterments are capitalized. When property and equipment are retired orotherwise disposed of, the related cost and accumulated depreciation areremoved from the respective accounts, and any gain or loss is included inoperations.

Depreciation of property and equipment is provided using the MACRS methodfor substantially all assets with estimated lives of 5 years.

Revenue Recognition

The Company's revenue recognition policies are in compliance with SECStaff Accounting Bulletin ("SAB") 104.

Stock-Based CompensationThe Company accounts for its stock-based compensation in accordance withSFAS No. l23R, "Share-Based Payment, an Amendment of FASB Statement No.

123." The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensationissued to employees and non-employees. During the quarter, 420,000 shareswere issued in total to consultants to assist in the development of TheHemp Network division.

Income Taxes

The Company utilizes SFAS No. 109, "Accounting for Income Taxes," whichrequires the recognition of deferred tax assets and liabilities for theexpected future tax consequences of events that have been included in thefinancial statements or tax returns. Under this method, deferred incometaxes are recognized for the tax consequences in future years ofdifferences between the tax bases of assets and liabilities and theirfinancial reporting amounts at each period end based on enacted tax lawsand statutory tax rates applicable to the periods in which thedifferences are expected to affect taxable income. Valuationallowances are established, when necessary, to reduce deferred tax assetsto the amount expected to be realized.

Basic and Di1uted Earnings per Share

Earnings per share are calculated in accordance with the SFAS No. 128("SFAS No. 128"), "Earnings per Share." Net earnings per share for allperiods presented have been restated to reflect the adoption of SFAS No.128. Basic earnings per share is based upon the weighted average numberof common shares outstanding. Diluted earnings per share is based on theassumption that all dilutive convertible shares and stock options wereconverted or exercised. Dilution is computed by applying the treasurystock method. Under this method, options and warrants are assumed to beexercised at the beginning of the period (or at the time of issuance, iflater), and as if funds obtained thereby were used to purchase commonstock at the average market price during the period. At this time thereare no stock options granted.

Note 3 - Going Concern

The accompanying financial statements have been prepared in conformitywith generally accepted accounting principles in the United States ofAmerica, which contemplates continuation of the Company as a goingconcern.

Note 4 - Notes Payable

NONE

Note 5 - Loans To/From Officers

Loans are stated at par and are presented in aggregate.represents the loan of funds and/or withdrawal of fundsis not considered revenue to the company, nor income toofficers.

Such sumby officers andindividual

Note 6 - stock Options and WarrantsNONE

Note 7 - Prepaid ExpensesNONE

Note 8 - Subsequent Events

At the end of the second quarter, Medical Marijuana purchased certainland in California for use as a product development and testing site.Escrow amounts were recorded in the second quarter with the actualpurchase occurring in the third quarter of operations.

ISSUER'S CERTIFICATION

Bruce Perlowln, Chief ExecutiveOfficer of Medical Marijuana, Inc. certify that,

1. I have reviewed this quarterly statement for the period ending June 30,

2010

2. Based on my knowledge, this disdosure statement does not contain anyuntrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstancesunder which such statements were made, not misleading with respectto the period covered by this disclosure statement: and;

3. Based on my knowledge, the financial statements, and other financialinformation included or incorporated by reference in this disclosurestatement, fairly present in aUmaterial respects the financial condition,results of operations and cash flows of the issuer as of, and for, theperiods presented in the disclo5ure statement.

Date; October 11, 2010

Bruce Perlowin

Chief Executive Officer

ISSUER'SCERTIFICATION

Don Steinberg, Chief Financial Officer of Medical Marijuana, Inc. certify that,

1. I have reviewed this quarterly statement for the period ending June 30,2010

2. Basedon my knowledge, this disclosure statement does not contain anyuntrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstancesunder which such statements were made, not misleading with respectto the period covered by this disclosure statement: and;

3. Basedon my knowledge, the financial statements, and other financialinformation included or incorporated by reference in this disclosurestatement, fairly present in all material respects the financial condition,results of operations and cash flows of the issuer as of, and for, theperiods presented in the disclosure statement.

Date: October 11, 2010

Chief Financial Officer

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