MJ Harvest, Inc. (Form: S-1/A, Received: 12/02/2019 11:57:21)

MJ HARVEST, INC. S-1

Registration No. 333-234048

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

(Amendment No. 1)

MJ HARVEST, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

5090

(Primary Standard Industrial Classification Code Number)

82-3400471

(I.R.S. Employer Identification Number)

9205 West Russell Road, Suite 240, Las Vegas, NV 8913

954-519-3115

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

CT Corporation System

701 S. Carson Street, Suite 200

Carson City, NV 89701

888-724-9870

(Name, address, including zip code, and telephone number, including area code, of agent for service)

COPIES TO:

Gary R. Henrie, Esq.

General Delivery

Alpine, Wyoming 83128

307-200-9415

From time to time after this registration statement becomes effective.

(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐		Accelerated filer ☐

Non-accelerated filer ☐		Smaller reporting company ☒

		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered (1)		Proposed maximum offering price per share (2)		Proposed maximum aggregate offering price (1)		Amount of registration fee
Common Stock, $0.0001 par value (Original)		2,614,413	$	0.80	$	2,091,530	$	271.48
Common Stock $0.0001 par value (1st Amend)		46,193	$	1.50	$	69,290	$	9.00
Total		2,660,606					$	280.48

(1) The Registrant is registering for resale by the selling stockholders identified in the prospectus contained herein 2,660,606 shares of common stock (2,614.413 registered in the original filing and an additional 46,193 registered with this Amendment No. 1). Pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares of common stock registered hereby also include an indeterminate number of additional shares of common stock as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions. Pursuant to Rule 416 of the Securities Act, as amended, this registration statement shall be deemed to cover additional securities (i) to be offered or issued in connection with any provision of any securities purported to be registered hereby to be offered pursuant to terms that provide for a change in the amount of securities being offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions and (ii) of the same class as the securities covered by this registration statement issued or issuable prior to completion of the distribution of the securities covered by this registration statement as a result of a split of, or a stock dividend paid with respect to, the registered securities.

Estimated solely for purposes of calculating the registration fee under Rule 457 under the Securities Act, as amended. Our common stock is currently traded on the OTC Pink. The closing price of our stock on the OTC Pink market on October 1, 2019 was $0.80 per share. The Board has established a price of $1.50 per share as the fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTCBB, or the OTCQX or OTCQB tiers of OTC Markets, at which time the shares may be sold at prevailing market prices or privately negotiated prices.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

YOU MAY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR SALE OF COMMON STOCK MEANS THAT INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AFTER THE DATE OF THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THESE SHARES OF THE COMMON STOCK IN ANY CIRCUMSTANCES UNDER WHICH THE OFFER OR SOLICITATION IS UNLAWFUL.

2,660,606 SHARES

MJ HARVEST, INC.

PROSPECTUS

, 2019

TABLE OF CONTENTS

	Page
Prospectus Summary	3
Corporate Information	3
Summary of the Offering	4
Risk Factors	5
Note About Forward Looking Statements	9
Use of Proceeds	9
Selling Security Holders	10
Plan of Distribution	13
Description of Securities	13
Interests of Experts and Counsel	14
Description of Business	14
Organization Within Last Five Years	16
Description of Property	16
Legal Proceedings	16
Market Price of Common Equity	17
Selected Financial Data	17
Management’s Discussion and Analysis	20
Changes in Accountants	20
Disclosures About Market Risk	23
Directors and Executive Officers	24
Executive Compensation	25
Security Ownership	25
Certain Transactions	26
Available Information	27
Experts	27
Index to Financial Statements	F-1

Until , 2019, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the SEC is effective. This prospectus is not an offer to sell and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated ______________, 2019

PROSPECTUS

2,660,606 shares of common stock

MJ HARVEST, INC.

This prospectus relates to the resale of Common Shares which were issued by MJ HARVEST, INC., a Nevada corporation (“we” or the “Company”) in previous private placement transactions, by the selling security holders named herein under “Selling Shareholders.” We will not receive any proceeds from the resale of these Common Shares.

The Selling Shareholders may offer all or part of the shares for resale from time to time through public or private transactions, at a price of $1.50 per share is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTCBB, or the OTCQX or OTCQB tiers of OTC Markets, at which time the shares may be sold at prevailing market prices or privately negotiated prices. The Company is paying for all registration, listing and qualification fees, printing fees and legal fees.

Our Common Shares are quoted on OTC Market’s “OTC Pink” tier under the ticker symbol “MJHI.” We are applying to have our common stock quoted on the OTCQB-tier of OTC Markets.

We are an “emerging growth company” under federal securities laws and will be subject to reduced public company reporting requirements. Investing in the common stock involves risks. MJ HARVEST, INC., currently has limited operations, limited income, and limited assets, is in unsound financial condition, and you should not invest unless you can afford to lose your entire investment. See “Risk Factors” beginning on page 3.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is ________________, 2019

PROSPECTUS SUMMARY

You should read the following summary together with the more detailed information and the financial statements appearing elsewhere in this Prospectus. Unless the context indicates or suggests otherwise, references to “we,” “our,” “us,” the “Company,” or the “Registrant” refer to MJ HARVEST, INC., a Nevada corporation.

MJ HARVEST, INC.

The Company acquires, develops and markets products and technologies that benefit customers engaged in agriculture and horticulture. Currently, the Company has acquired the intellecutal property and rights to manufacture and sell 5-gallon and 20-liter debudder bucket lids used in harvesting buds from plants, including hemp and cannabis, and a straight edge debudder for mounting on flat surfaces. The debudder products are branded under the name “Original 420.” The debudder lid products are patent pending.

The Company is now reviewing a number of other products, opportunities and technologies that align well with the Original 420 Brand Debudder Lid. Efforts are underway to acquire additional products and technologies, build marketing capabilities and distribution channels for hemp and cannabis industry related products. The Company started ramping sales up late in 2018 and this effort will continue in 2019. In this regard, the Company recently entered into an agreement with several international distributors to distribute the Debudder products in Europe, South America, North America, and Australia. Each distributor selected is a significant wholesaler of agricultural and/or horticultural products and services in their respective markets. We are establishing distributors to serve as regional hubs for sub-distributors and direct to consumer sales with product on hand for rapid shipment.

The Company also launched www.ProCannaGro.com, the Company’s website for product distribution and sales in the United States, Europe, Australia and South America. The Company also recently launched www.ProCannaGor.ca for sales and product distribution in Canada. The ProCannaGro websites will serve as the portals for the expanding product offerings envisioned by the Company. The websites, and others to be added later for Mexico and other global regions, will serve as the platform for direct to consumer marketing of the world’s best harvest and cultivation tools worldwide. The Company will fill orders through authorized distributors and local shops where our customers are located.

Strategy: The Company’s strategy is twofold. We seek small independent inventors and operators that have interesting and viable products and we acquire a controlling interest in those products. The initial product line (the debudder product) was acquired late in 2017 and is now being sold to an international customer list. Sales are expected to ramp up in calendar year 2019 through the addition of products and services that complement our existing product line. Management expects that we will be able to continue this growth over the next three years as we build our product offerings. No assurances can be provided that the Company will be able to continue adding products and services over this timeline and if additional products and services are not added, our growth may be less than anticipated. Management anticipates that acquisitions, if any, will be structured to provide the Company with a controlling interest in the product or technology acquired while leaving the inventor or operator with a significant financial stake in the success of the product or technology. We anticipate that each acquisition will be structured to be accretive to revenue and earnings on a consolidated basis, but no assurances can be given that any acquisition will deliver the expected results. We also offer distribution to existing independent inventors and operators that already have viable products with early stage traction in our markets, who are looking to expand sales, grow their brand, and/or reach new international markets. Through these distribution arrangements, we are able to build our product portfolio, attract additional customers and build the ProCannaGro brand.

Applying this model to a wide range of agricultural products will allow the combined business to achieve economies of scale and efficiencies unavailable to the small inventor/operator. Procannagro.com will enable our customers to obtain access to a wide range of products in a one-stop shopping experience. Additional economies of scale will come from available accounting, human resources, marketing, and sales skill sets that will be highly evolved inside of the MJ Harvest business framework

Currently, we do not have the money or funding to achieve the above goals and we will not be able to achieve our goals unless we are successful in obtaining additional funding, likely through sales of our securities, all which may serve to dilute the ownership position of our current and future shareholders.

Corporate Information

We were originally incorporated under the name Healthguard International Marketing Corp., in the State of Nevada on August 15, 2002. During 2002, Ryozanpaku International Ltd.’s (A Japanese Gaming Company) board of directors acquired voting control over Healthguard International Marketing Corp and renamed the Company Ryozanpaku International Inc. for the primary purpose of acquiring and developing gaming properties in northern California. The Company never achieved its gaming objectives and was later taken into receivership by the shareholders to gain management control from Ryozanpaku International Ltd.

On September 20, 2011, the Company made a complete change of its board of directors along with a change in control of the Company by issuing a new control block of common shares with the approval of the court appointed custodian. On October 24, 2011, the shareholders approved the name change to EM Energy, Inc. (“EM” or the “Company”), along with a 1 for 10 reverse split in the outstanding common stock of the Company and at that time, refocused its operations from gaming towards opportunities in the energy field within the United States and other potential business plans of operation.

In late 2017, the Company pivoted its operations from energy to product marketing and sales with a focus on the agricultural industry. The Company acquired a 51% interest in G4 Products LLC on November 17, 2017 and has commenced sales of the Debudder product line marketed under the Original 420 Brand and used in the cannabis harvest process.

In September 2018, the Company filed a Notification of Change with FINRA regarding a name change of EM Energy, Inc. to MJ Harvest, Inc. and a corresponding request to change the stock symbol of the Company to MJHI. The Company filed amended and restated articles of incorporation with the Nevada Secretary of State to reflect the change on September 28, 2018.The Notification of Change became effective with FINRA on October 1, 2018 and the stock began trading under the new symbol MJHI in the OTC Pink Market on October 2, 2018. For consistency in reporting, the Company is using the name MJ Harvest, Inc. for all purposes, including the preparation of these financial statements even though the name change did not become effective until after the end of the quarter ended August 31, 2018.

These changes were effected in order to make our corporate name and ticker symbol better align with our short-term and long-term business focus, which in the short-term is to build a portfolio of products that are useful to farmers and horticulturists in growing a range of products, including hemp and cannabis. In this process, we hope to position the company to take advantage of the growing popularity of the hemp, CBD, and cannabis space.

Our corporate offices are located at 9205 W. Russell Rd., Suite 240, Las Vegas, NV 89139, telephone number 954-519-3115.

Our website is located at www.mjharvestincinc.com. Information contained on or accessible through our website is not, and should not be considered, part of, or incorporated by reference into, this prospectus.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. This election is irrevocable.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act.

SUMMARY OF THE OFFERING

Common Shares offered by Selling Security Holders	2,660,606 Common Shares
Common Shares outstanding before offering	20,007,739 Common Shares as of the date hereof.
Common Shares outstanding after offering	20,007,739 Common Shares.
Use of proceeds	We will not receive any proceeds from the sale of shares by the Selling Security Holders.
OTC Markets Trading Symbol	MJHI
Risk Factors	The Common Shares offered hereby involve a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors”.

Summary Financial Information

The tables and information below are derived from the Company's audited consolidated financial statements as of May 31, 2019 and 2018, and the Company’s unaudited consolidated financial statements as of August 31, 2019, and for the three months then ended.

Balance Sheet Summary	August 31, 2019 (unaudited)			May 31, 2019			May 31, 2018

Cash	$	11,966		$	13,592		$	3,277
Intangible assets		150,000			150,000			328,137
Total assets		247,900			250,387			361,101
Total current liabilities		17,143			15,915			15,668

Total equity (deficit)		(625,406	)		(432,357	)		163,539

Statements of Operations Summary	August 31, 2019 (unaudited)			August 31, 2018 (unaudited)			May 31, 2019			May 31, 2018

Revenue	$	20,960		$	18,386		$	72,654		$	1,520
Total operating expenses		259,815			149,617			1,004,598			733,489
Net loss from operations		(281,299	)		(137,490			(956,541	)		(732,305	)
Net loss per common share – basic and diluted		(0.01	)		(0.01	)		(0.05	)		(0.05	)

RISK FACTORS

We have a limited operating history and historical financial information upon which you may evaluate our performance.

You should consider, among other factors, our prospects for success in light of the risks and uncertainties encountered by companies that, like us, are in their early stages of development. We may not successfully address these risks and uncertainties, we may not successfully build our product portfolio, or we may not successfully ramp up sales of the products in our product portfolio. If we fail in any of these endeavors, it could materially harm our business and impair the value of our common stock. Even if we accomplish these objectives, we may not generate the positive cash flows or profits we anticipate in the future. We were incorporated in the State of Nevada on August 15, 2002. From 2003 until 2013, we were owned and controlled by a group of Japanese investors that initially attempted to develop a Japanese gaming opportunity and later allowed the company to become dormant. In 2013, a group of existing shareholders took legal action to oust the Japanese group and reorganized the company as an energy exploration company, with limited results. In 2017, the Company reorganized again, and the Board of Directors adopted the present business plan of building a portfolio of agricultural and horticultural products and to date, has not generated significant sales revenues or operating cash flows. Unanticipated problems, expenses and delays are frequently encountered in establishing a new business and developing new products. These include, but are not limited to, inadequate funding, unforeseen transactional issues in acquiring products, lack of consumer acceptance, competition, additional product development, and inadequate sales and marketing. The failure by us to meet any of these conditions will have a materially adverse effect upon us and may force us to reduce or curtail operations. No assurance can be given that we can or will ever operate profitably.

We may not be able to meet our future capital needs.

To date, we have not generated any significant revenue and we have limited cash liquidity and capital resources. Our future capital requirements will depend on many factors, including the progress and results of our efforts to build our product portfolio, our ability to develop and market products, cash flow from operations, and competing market developments. We will need additional capital in the near future. Any equity financings will result in dilution to our then-existing stockholders. Although we currently do not have any debt financing, any sources of debt financing in the future may result in a high interest expense. Any financing, if available, may be on unfavorable terms. If adequate funds are not obtained, we will be required to reduce or curtail operations.

If we cannot obtain additional funding, our product development efforts may be reduced or discontinued, and we may not be able to continue operations.

We have historically experienced negative cash flows from operations since our inception and we expect the negative cash flows from operations to continue for the foreseeable future. Unless and until we are able to generate revenues, we expect such losses to continue for the foreseeable future. As discussed in our financial statements, there exists substantial doubt regarding our ability to continue as a going concern.

Research and development efforts are highly dependent on the amount of cash and cash equivalents on hand combined with our ability to raise additional capital to support our future operations through one or more methods, including but not limited to, issuing additional equity or debt.

In addition, we may also raise additional capital through additional equity offerings. While we will continue to explore these potential opportunities, there can be no assurances that we will be successful in raising sufficient capital on terms acceptable to us, or at all. Based on our current projections, we believe we have insufficient cash on hand to meet our obligations as they become due based on current assumptions. The uncertainties surrounding our future cash inflows have raised substantial doubt regarding our ability to continue as a going concern.

Any disruption and/or instability in economic conditions and capital markets could adversely affect our ability to access the capital markets, and thus adversely affect our business and liquidity.

Economic conditions and issues with the financial markets have had, and will continue to have, a negative impact on our ability to access the capital markets, and thus have a negative impact on our business and liquidity. The shortage of liquidity and credit combined with the substantial losses in worldwide equity markets could lead to an extended worldwide recession. We may face significant challenges if conditions in the capital markets do not improve. Our ability to access the capital markets has been and continues to be severely restricted at a time when we need to access such markets, which could have a negative impact on our business plans. Even if we are able to raise capital, it may not be at a price or on terms that are favorable to us. We cannot predict the occurrence of future disruptions or how long the current conditions may continue.

Tariffs imposed on products imported from China may affect our business.

The Company currently purchases its Debudder product line through a Chinese Supplier. The molds for the products were fabricated by the Chinese Supplier and may not be available for transfer to another manufacturer outside of China. The United States currently imposes tariffs on goods imported from China. These tariffs may have a negative impact on our ability to sell the Debudder products to customers located in the United States, but the impact cannot be determined at this time. The Company currently has sufficient inventory to meet demand at current run rates for approximately two years, and no orders have been placed or are expected to be placed for the next six months. We also have inventory at stocking distributors or fulfillment centers in Canada, Mexico, Spain, Australia, and Chile and product sent from China to those locations avoid the tariffs imposed by China. We have evaluated alternative manufacturing centers but have not yet taken any action to change our source of supply. If sales of the Debudder products increases and we place additional orders with our source in China, we may be forced to raise our prices to account for the tariffs and this may impact sales of our products.

Our sales in prior periods were highly concentrated in two distributors.

In the period ended August 31, 2019, our business in the Debudder product line was concentrated with 70% of our sales going to one distributor.

In the event our business remains concentrated in a small number of customers, our business will be subject to additional risk were one or more of those customers to find alternative sources for similar products, or if they were to simply stop selling our products, or if they were to use the concentration as leverage for a price reduction or other concenssions. The Company intends to utilize distributors with diverse customer lists to avoid becoming dependent on a single distributor. No assurances can be given that we will succeed in this effort and reliance on a small group of customers for a large percentage of our sales could adversely affect our results.

Our proposed business is at least partially dependent on laws pertaining to the cannabis industry.

Continued development of the cannabis industry is dependent upon continued legislative authorization of marijuana at the state level. Any number of factors could slow or halt progress in this area. Further, progress for the industry, while encouraging, is not assured. While there may be ample public support for legislative action, numerous factors impact the legislative process. Any one of these factors could slow or halt use of marijuana, which would negatively impact our business.

As of the end of January 2019, 33 states and the District of Columbia allow its citizens to use medical marijuana and 10 states have passed legislation legalizing recreational use of marijuana. These state laws are in conflict with the Federal Controlled Substances Act, which makes marijuana use and possession illegal on a national level. The prior administration (President Obama) effectively stated that it is not an efficient use of resources to direct law federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical marijuana. However, the Trump administration has indicated the potential for stricter enforcement of the marijuana industry at the federal level, but to date there has been very little in terms of action. There is no guarantee that the Trump administration or future administrations will maintain the low-priority enforcement of federal laws in the marijuana industry that was adopted by the Obama administration. The Trump administration or any new administration that follows could change this policy and decide to enforce the federal laws strongly. Any such change in the federal government’s enforcement of current federal laws could cause significant financial damage to our business and our shareholders.

Further, and while we do not intend to harvest, distribute or sell cannabis, if we sell products, including our DeBudder product line to growers of cannabis, we could be deemed to be participating in marijuana cultivation, which remains illegal under federal law, and exposes us to potential criminal liability, with the additional risk that our properties could be subject to civil forfeiture proceedings.

The cannabis industry faces strong opposition.

It is believed by many that large well-funded businesses may have a strong economic opposition to the cannabis industry. We believe that the pharmaceutical industry clearly does not want to cede control of any product that could generate significant revenue. For example, medical cannabis will likely adversely impact the existing market for the current “marijuana pill” sold by mainstream pharmaceutical companies. Further, the medical cannabis industry could face a material threat from the pharmaceutical industry, should cannabis displace other drugs or encroach upon the pharmaceutical industry’s products. The pharmaceutical industry is well funded with a strong and experienced lobby that eclipses the funding of the medical cannabis movement. Any inroads the pharmaceutical industry could make in halting or impeding the cannabis industry could have a detrimental impact on our proposed business.

Cannabis remains illegal under Federal law.

Cannabis is a schedule-I controlled substance and is illegal under federal law. Even in those states in which the use of cannabis has been legalized, its production and use remains a violation of federal law. Since federal law criminalizing the use of cannabis preempts state laws that legalize its use, strict enforcement of federal law regarding marijuana would likely result in our inability to proceed with our business plan.

Laws and regulations affecting the medical cannabis industry are constantly changing, which could detrimentally affect our proposed operations.

Local, state and federal medical cannabis laws and regulations are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with compliance or alter our business plan. In addition, violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our operations. In addition, it is possible that regulations may be enacted in the future that will be directly applicable to our proposed business. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.

If we are unable to recruit and retain qualified personnel, our business could be harmed.

Our growth and success is highly depend on our ability to attract and retain qualified personnel. Competition in the industry could cause us difficulty in recruiting or retaining a sufficient number of qualified technical personnel, which could harm our ability to develop new products. Also, the fact cannabis remains illegal at the federal level may dissuade qualified personnel from working in the cannabis industry, thus limiting the pool of qualified individuals to run our business. If we are unable to attract and retain necessary key talents, it would harm our ability to develop competitive product and retain good customers and could adversely affect our business and operating results.

Ownership of the Company is highly concentrated in the hands of the officers and directors.

The current officers and directors of the Company control 63.77% of the Company’s outstanding common stock. If all shares registered to the officers and directors pursuant to this offering are sold, the officers and directors will then own 57.53% of the Company’s outstanding common stock. As a result, non-controlling shareholders may have little voice in the approval or disapproval of corporate actions requiring shareholder approval including the election of directors.

Our officers and directors have other business activities that may conflict with the activities of the Company.

The officers and directors of the Company are engaged in activities outside of the business of the Company. Such outside business activities could create conflicts of interest between the Company and the director(s) and/or another business in which the director(s) has an interest. The Company has notified each board member and officer of their fiduciary duty to the Company. Each officer and director have confirmed that they will keep the Board informed of their outside activities and will notify the Board of the existence of a conflict before taking action to pursue the activity giving rise to the conflict. The Board has also drafted a Code of Conduct. The Code of Conduct is expected to be adopted prior to registering the Company’s shares under the Exchange Act.

Messrs. Bilton and Herr spend approximately one-third of their time on the business of the Company. Messrs. Cornwall and Tobias spend approximately eight hours per month preparing for and attending directors’ meetings, and performing such other work as required. As the Company’s business demands increase, it is expected that the time commitment from Messrs. Bilton and Herr will increase accordingly.

We may be unable to adequately protect our proprietary rights.

Our ability to compete partly depends on the superiority, uniqueness and value of our intellectual property. To protect our proprietary rights, we will rely on a combination of patent, copyright and trade secret laws, confidentiality agreements with our employees and third parties, and protective contractual provisions. Despite these efforts, any of the following occurrences may reduce the value of our intellectual property:

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Our applications for patents relating to our business may not be granted and, if granted, may be challenged or invalidated;

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Issued patents may not provide us with any competitive advantages;

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Our efforts to protect our intellectual property rights may not be effective in preventing misappropriation of our technology;

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Our efforts may not prevent the development and design by others of products or technologies similar to or competitive with, or superior to those we develop;

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Another party may obtain a blocking patent and we would need to either obtain a license or design around the patent in order to continue to offer the contested feature or service in our products; or

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The fact cannabis is illegal at the federal level may impact our ability to secure patents from the United States Patent and Trademark Office, and other intellectual property protections may not be available to us.

We may become involved in lawsuits to protect or enforce our patents that would be expensive and time consuming.

In order to protect or enforce our patent rights, we may initiate patent litigation against third parties. In addition, we may become subject to interference or opposition proceedings conducted in patent and trademark offices to determine the priority and patentability of inventions. The defense of intellectual property rights, including patent rights through lawsuits, interference or opposition proceedings, and other legal and administrative proceedings, would be costly and divert our technical and management personnel from their normal responsibilities. An adverse determination of any litigation or defense proceedings could put our pending patent applications at risk of not being issued.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. For example, during the course of this kind of litigation, confidential information may be inadvertently disclosed in the form of documents or testimony in connection with discovery requests, depositions or trial testimony. This disclosure could have a material adverse effect on our business and our financial results.

The Selling Shareholders may sell their shares of common stock in the open market, which may cause our stock price to decline.

The Selling Shareholders may sell the shares of common stock being registered in this offering in the public market. That means that up to 2,660,606 shares of common stock, the number of shares being registered in this offering, may be sold in the public market. Such sales will likely cause our stock price to decline.

Sale of our common stock by the Selling Shareholders could encourage short sales by third parties, which could contribute to the further decline of our stock price.

The significant downward pressure on the price of our common stock caused by the sale of material amounts of common stock could encourage short sales by third parties. Such an event could place further downward pressure on the price of our common stock.

Our common stock has been thinly traded and we cannot predict the extent to which a trading market will develop.

Our common stock is traded on the OTC Markets’ “Pink Current Information” tier. Our common stock is thinly traded compared to larger more widely known companies. Thinly traded common stock can be more volatile than common stock trading in an active public market. We cannot predict the extent to which an active public market for our common stock will develop or be sustained after this offering.

We plan to register our shares of Common Stock under the Securities Exchange Act of 1934, as amended.

Following the effective date of the Company’s Registration Statement on Form S-1, of which this prospectus is a part, the Company intends to register its shares of Common Stock under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended. If the Company is not successful in completing the Exchange Act Registration, the Company would be subject to ongoing reporting under Section 15(d) of the Exchange Act and Section 15(d) reporting obligations may be automatically suspended in the event the company files a Form 15 in a fiscal year beginning after May 31, 2020 provided the Company then has less than 300 shareholders or less than 500 shareholders and less than $10 million in assets for the prior three years, in which case, current information may no longer be available to shareholders. In addition, the ability of shareholders to sell the Company’s securities in the public markets may be more limited if the Company does not continue to file reports under the Exchange Act reporting requirements. While management has every intention of registering our shares under the Exchange Act, no assurances can be given that such registration process will be completed.

We are an “emerging growth company” and “smaller reporting company” within the meaning of the Securities Act and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our securities less attractive to investors.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A common stock held by non-affiliates exceeds $700 million as of any November 30 before that time, in which case we would no longer be an emerging growth company as of the following May 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares held by non-affiliates exceeds $250 million as of the prior November 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our shares held by non-affiliates exceeds $700 million as of the prior November 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Our Bylaws provide for an exclusive forum for certain litigation.

Our Bylaws provide that the exclusive jurisdiction for derivative actions and certain other litigation will be the state and federal courts of Clark County Nevada. The Board of Directors have specifically resolved that this forum provision will not apply to actions brought under the Securities Act or the Exchange Act and have attached an amendment to the Bylaws to this effect. Exclusive jurisdiction in the courts of Clark County, Nevada on other matters that may be brought by shareholders may have the effect of increasing the cost of such litigation to be borne by the plaintiff, and the laws of Nevada may be more favorable to the Company than if the litigation was brought in another forum.

Because we are subject to the “penny stock” rules, the level of trading activity in our stock may be reduced.

Our common stock is traded on the OTC Markets’ “Pink Current Information” tier. Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks, like shares of our common stock, generally are equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on NASDAQ. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:

•

our expectations around the performance of our business or businesses;

•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business;

•

our potential ability to obtain additional financing to pursue our business plan;

•

our pool of prospective target products and business acquisition candidates;

•

the ability of our officers and directors to develop a profitable business in accordance with our business plan;

•

our public securities’ potential liquidity and trading;

•

the lack of a market for our securities; or

•

our financial performance following this offering.

The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section of this prospectus entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

USE OF PROCEEDS

This prospectus relates to shares of our common stock that may be offered and sold from time to time by the Selling Shareholders. We will not receive any proceeds from the sale of shares of common stock in this offering.

SELLING SHAREHOLDERS

The Selling Shareholders may offer from time to time up to an aggregate of 2,614,413 shares of our Common Stock.

Except as otherwise provided, the following table sets forth certain information with respect to the beneficial ownership of our common stock including the names of the Selling Shareholders, the number of shares of our Common Stock owned beneficially by the Selling Shareholders as of December 2, 2019, the number of shares of Common Stock being offered by each selling stockholder hereby, and the number and percentage of shares of Common Stock that will be owned by each selling stockholder following the completion of this offering. Total outstanding shares for purposes of computing the percentages in the table was 20,007,739.

SELLING SHAREHOLDER TABLE
Shareholder	Note	Shares of Common Stock Owned Prior to the Offering	Shares of Common Stock to be Offered for the Selling Shareholder's Account	Shares of Common Stock to be owned by the Selling Shareholder After the Offering	Percent of Common Stock to be Owned by the Selling Shareholder After the Offering
4 POINT LAKE LLC	1	11,820	11,820	-	0.00%
AJZ ASSOCIATES LLC	2	1,540	1,540	-	0.00%
MICHAEL AJZENMAN		100,000	30,000	70,000	0.35%
ROBIN AMES		330	330	-	0.00%
MONTE ANDERSON		4	4	-	0.00%
GEOFFREY BAILE		150	150	-	0.00%
COLIN BASTON		210	210	-	0.00%
ALFRED BEESLEY		600	600	-	0.00%
RAYMOND E BEHM		23	23	-	0.00%
BURDETTE J BERNTSON		100	100	-	0.00%
CRYSTAL G BERNTSON		100	100	-	0.00%
JIM BERRY		2	2	-	0.00%
PATRICK BILTON	3	2,706,400	270,640	2,435,760	12.17%
SALON LLC	3	500,000	30,000	470,000	2.35%
SAMANTHA BILTON	3	50,000	30,000	20,000	0.10%
SAWYER BILTON	3	50,000	30,000	20,000	0.10%
SHAWNA BILTON	3	50,000	30,000	20,000	0.10%
TONY BRANDLIN		20,000	20,000	-	0.00%
JOHN E BRENNAN		180,000	30,000	150,000	0.75%
NICK BUNICK		16	16	-	0.00%
ALAN BUTCHER		1,000	1,000	-	0.00%
CADUCEUS PARTNERS LLC	4	20,635	20,635	-	0.00%
CAN-AM ROOFING (1993) LTD	5	12,288	12,288	-	0.00%
JOANNE D CASE		100	100	-	0.00%
ROY CONSTABLE		100	100	-	0.00%
JERRY CORNWELL	6	3,530,244	353,024	3,177,220	15.88%
RONALD CROKE		130	130	-	0.00%
ROBERT G CROMPTON		47	47	-	0.00%
JUDY DASILVA		94,000	30,000	64,000	0.32%
JANET DAVIES		200	200	-	0.00%
RICHARD DAVIS		150,000	30,000	120,000	0.60%
ROBERT J DAVIS		1	1	-	0.00%
TERRY DUNNE		200,000	30,000	170,000	0.85%
EMERALD ROYALTY, INC	7	55,000	30,000	25,000	0.12%
EMPEROR GOLD CORP	8	6	6	-	0.00%

RICK FILLMAN		50,000	30,000	20,000	0.10%
THOMAS E FISH		51	51	-	0.00%
ROBERT FREDERICKSON		1	1	-	0.00%
STEVENS FRINK		4	4	-	0.00%
RONALD E FURROW		250,000	30,000	220,000	1.10%
STAN GABELEIN		4	4	-	0.00%
GARCOR REALTY	9	4	4	-	0.00%
LOIS L GARDINER		2	2	-	0.00%
LESTER E GOETZKE		100	100	-	0.00%
P E GOODWIN		18	18	-	0.00%
TOM VAN HALM		19	19	-	0.00%
MICHAEL HAMM		1	1	-	0.00%
JOHN HATFIELD		14	14	-	0.00%
ROGER HAWKEN		130	130	-	0.00%
JAMES HILL		400	400	-	0.00%
MARCOS JOHNSON		15,548	15,548	-	0.00%
ERICKA J JOHNSTON		35,000	30,000	5,000	0.02%
ALAN JONES		150	150	-	0.00%
HARMESH JUTLE		100	100	-	0.00%
JAMES H KEIM		6	6	-	0.00%
ROBERT O KNUTSON		41	41	-	0.00%
FRANK A LANG		105	105	-	0.00%
KARL LARSON		50,000	30,000	20,000	0.10%
BREANNE LEITHMANN		81,000	30,000	51,000	0.25%
PETER LIND		3	3	-	0.00%
LARRY L LINDSTROM		6	6	-	0.00%
ROBERT M LINSMAYER		5	5	-	0.00%
LANDON LONG		30,000	30,000	-	0.00%
LR EXECUTIVE & BUSINESS COACHING CONSULTING, INC.	10	352,000	35,200	316,800	1.61%
M2K, LLC	11	750,000	75,000	675,000	3.37%
MARKET SOLUTIONS LLC	12	184,000	30,000	154,000	0.77%
STUART MARSHALL		420	420	-	0.00%
DARYL MATTHEWS		50,000	30,000	20,000	0.10%
JONATHAN M MCGEE		1,150,000	115,000	1,035,000	5.17%
WILLIAM F MCNAGNY		1	1	-	0.00%
JACK G MCNALL		3	3	-	0.00%
BRAD J MCNAUGHT		100	100	-	0.00%
KAREN G MCNAUGHT		100	100	-	0.00%
RICHARD MORRIS		2,100	2,100	-	0.00%
NEXIT INC	13	300,000	30,000	270,000	1.35%
ORIGINAL VENTURES INC	14	564,452	56,445	508,007	2.61%
JOANNE PATTERSON		100	100	-	0.00%
JENNIFER PHELPS		100	100	-	0.00%
MARK PILCHER		180	180	-	0.00%
PUFCREATIVE	15	140,000	30,000	110,000	0.55%

R.A. MACTIRE & COMPANY	16	60,000	30,000	30,000	0.15%
NICK RAINIER		80,000	30,000	50,000	0.25%
ROBERT W RALEIGH JR		52,000	30,000	22,000	0.11%
BECKY S RICHARDSON		209	209	-	0.00%
STEPHEN ROAKE		29,256	29,256	-	0.00%
HARMESH ROOPRAI		100	100	-	0.00%
CARL SANKO		250,000	25,000	225,000	1.12%
PATRICK E SATY		7	7	-	0.00%
JAMES R SCHELTEMA		280,000	30,000	250,000	1.25%
GERALD W SIMONSON		100	100	-	0.00%
GORDON SMITH		675	675	-	0.00%
RONALD M STARK		30,000	30,000	-	0.00%
GLENN STELTING		33,000	30,000	3,000	0.01%
GORDON STELTING		100,000	30,000	70,000	0.35%
STEVEN WOHLWEND AND ASSOC.	17	1,480	1,480	-	0.00%
DAVID TOBIAS	18	6,222,399	622,239	5,600,160	28.03%
DIANE TOBIASSEN		33,000	30,000	3,000	0.01%
TP ACQUISITIONS, LLC	19	870,000	87,000	783,000	3.91%
TRUST FBO RYAN M. BRENNAN		50,000	30,000	20,000	0.10%
TRUST FBO SARAH BRENNAN		50,000	30,000	20,000	0.10%
BETTY TWEEDDALE		1	1	-	0.00%
VALERIE GOLD RESOURCES LTD	20	6	6	-	0.00%
LOUIS R VASSO		4	4	-	0.00%
LEE JAMES & HELEN C WAGNER		75,000	30,000	45,000	0.22%
ELONE U & E WALTER WEED JTTEN		1	1	-	0.00%
CHARLES WHEELER		1	1	-	0.00%

4 Point Lake LLC is owned by Dean Kalivas

AJZ Associates, LLC is owned by Michael Ajzenman

Patrick Bilton, CEO and a Director of the Company, is the sole owner of Salon, Inc. Samantha, Sawyer, and Shawna Bilton are Patrick’s adult children.

Of the aggregate shares listed as owned by Jerry Cornwell, 2,446,261 shares are registered in the name of XXX Enterprises LLC, a limited liability company solely owned by Mr. Cornwell. Mr. Cornwell is a Director of the Company.

Caduceius Partners LLC is owned by Jim Wagner.

Can-Am Roofing (1993) Ltd., is owned by Brian Bickerton.

Emerald Royalty, Inc. is owned by R.A. MacTire which is owned by Randy Barsotti.

Emperor Gold Corp. is owned by the Estate of Frank Lang.

Garcor Realty is owned by the Estate of James Garland.

10.

LR Executive & Business Coaching and Consulting, Inc. is wholly owned by Lorena Rosario. Ms. Rosario provides consulting service to the Company.

11.

M2K LLC is owned by Ann M. Miller.

12.

Market Solutions, Inc. is wholly owned by Lou Viveros. Mr. Viveros has provided consulting services to the Company in the past.

13.

The shares registered to Nexit Inc. are controlled by its sole owner, Brad Herr, the Chief Financial Officer of the Company.

14.

Original Ventures, Inc. is controlled by Wade Atteberry. Mr. Atteberry is the inventor of the Debudder product which was acquired by the Company through the acquisition of G4 Products LLC.

15.

R.A. MacTire & Company is owned by Randy Barsotti.

16.

Steven Wohlwend & Associates is owned by Steven Wohlwend.

17.

David Tobias is a Director of the Company.

18.

TP Acquisitions LLC is owned by Stephen MacDonald.

19.

Valerie Gold Resources Ltd. is owned by the Estate of Frank Lang.

None of the Selling Shareholders has, or within the past three years has had, any position, office or material relationship with us or any of our predecessors or affiliates, except as follows:

Patrick Bilton is our Chief Executive Officer, Secretary and a Director of the Company.

Jerry Cornwell is a Director of the Company.

Nexit, Inc., is solely owned by Brad E. Herr, our Chief Financial Officer.

David Tobias is a Director of the Company.

PLAN OF DISTRIBUTION

We are not offering any of the Selling Shareholders’ securities. The Selling Shareholders may offer all or part of the shares for sale from time to time at a fixed price of $1.50 per share until our common stock is quoted on the OTCBB, or the OTCQX or OTCQB tiers of OTC Markets, at which time the shares may be sold at prevailing market prices or privately negotiated prices. The price of $1.50 per share was based on an approximation of the current trading price on the OTC Pink Market. We will not receive any of the proceeds from any sale by the Selling Shareholders. The Selling Shareholders may sell or distribute their shares in transactions through underwriters, brokers, dealers or agents from time to time or through privately negotiated transactions, including in distributions to shareholders or partners or other persons affiliated with the Selling Shareholders. If a Selling Shareholder enters into an agreement after the date of this prospectus to sell their shares to a broker-dealer as a principal and that broker-dealer is acting as an underwriter, we will file a post-effective amendment to the registration statement containing this prospectus identifying the broker-dealer and disclosing required information on the plan of distribution. Additionally, prior to any involvement of any broker-dealer in the offering, such broker-dealer must seek and obtain clearance of the underwriting compensation and arrangements from the Financial Industry Regulatory Agency.

Penny Stock Rules / Section 15(g) of the Exchange Act

Our shares may be considered penny stock covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated thereunder. These Regulations impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors who are generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 (including spouse's net worth and may include the fair market value of home furnishings and automobiles, but excluding from the calculation the value any primary residence and the related amount of any indebtedness on primary residence up to the fair market value of the primary residence (any indebtedness that exceeds the fair market value of the primary residence must be deducted from net worth calculation)) or annual income exceeding $200,000 or $300,000 jointly with their spouses.

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules. Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.

Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the salesperson’s compensation.

Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.

Rule 15g-9 requires broker/dealers to approved the transaction for the customer’s account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination and that it is unlawful to effect the transaction without written authorization for the transaction from the customer.

The application of the penny stock rules may affect your ability to resell your shares due to broker-dealer reluctance to undertake the above- described regulatory burdens.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 50,000,000 shares of common stock, par value $0.0001, and 5,000,000 shares of preferred stock, par value $0.0001. As of December 2, 2019, there are 20,007,739 shares of our common stock issued and outstanding, held by approximately 114 shareholders of record. There are no shares of our preferred stock outstanding as of the date of this filing.

Common Stock. Each shareholder of our common stock is entitled to a pro rata share of cash distributions made to shareholders, including dividend payments. The holders of our common stock are entitled to one vote for each share of record on all matters to be voted on by shareholders. There is no cumulative voting with respect to the election of our directors or any other matter. Therefore, the holders of more than 50% of the shares voted for the election of those directors can elect all of the directors. The holders of our common stock are entitled to receive dividends when and if declared by our Board of Directors from funds legally available therefore. Cash dividends are at the sole discretion of our Board of Directors. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment of our liabilities and after provision has been made for each class of stock, if any, having any preference in relation to our common stock. Holders of shares of our common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to our common stock.

Dividend Policy. We have never issued any dividends and do not expect to pay any stock dividend or any cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared on our common stock in the future will be at the discretion of our Board of Directors and subject to any restrictions that may be imposed by our lenders.

Preferred Stock. We are authorized to issue 5,000,000 shares of preferred stock, par value $0.0001. We have not issued, nor established any series for, any of our preferred stock. Our preferred stock is “blank check preferred” whereby our Board of Directors may create a series of preferred stock and set the rights and preferences of such preferred stock, without further shareholder approval. The availability or issuance of preferred shares in the future could delay, defer, discourage or prevent a change in control.

INTEREST OF NAMED EXPERTS AND COUNSEL

The Law Offices of Gary R. Henrie serve as our legal counsel in connection with this offering. His mailing address is General Delivery, Alpine, Wyoming 83128. He is licensed to practice law in the states of Nevada and Utah. Mr. Henrie owns none of our securities.

DESCRIPTION OF BUSINESS

General

We are a development stage company currently focused on the building a portfolio of best in class products that can benefit farmers and hobbyists in their growing operations. Our first product line consists of the DeBudder Lids and EDGE. The Debudder is used to strip buds off of stems for a variety of plants, including hemp and cannabis. We are also building an international network of distributors that can service our customers with rapid deliveries of products stocked in country. Currently, we are actively seeking additional products to expand our portfolio and are adding international distributors as we find them. Our website is www.mjharvestincinc.com, and we market our products through our branded distribution website at www.procannagro.com.

In the short-term, management is focused on adding additional products to our product offerings through distribution agreements, licensing, and acquisition. We are primarily focused on agricultural implements, durable goods, and services that will benefit smaller growers of hemp and cannabis by making their growing operations more efficient. We are actively seeking access to new products through attendance at trade shows and industry events, word-of-mouth, cold calling when we learn of interesting new technologies, and referrals from our distributors and associates in the industry. While our current focus in on agricultural tools, soil additives, growing methods, and optimization techniques, we have also explored the potential for consumer products that are produced by the growers or third-party processors from the crops grown using our tools. We believe that there is an opportunity to build an affinity and level of trust with our customers and then expand that relationship into distribution of consumer products containing CBD (cannabidiol) oil, including balms, salves, oils, tinctures, and similar products. With the uncertainties surrounding the cannabis industry and limitations on products derived from Cannabis or containing THC, our focus will remain on CBD products derived from Hemp until such time as the legal status of cannabis is addressed at the federal level. In the meantime, we believe there are adequate product opportunities outside of the cannabis space that can be evaluated and licensed, acquired or distributed effectively and profitably through our existing web site and distribution network.

In the long-term, we intend to expand our focus beyond the hemp and cannabis agricultural product marketing niche to include hemp growing operations in Florida, a research laboratory, and an extraction processing operation. The timing for development of these expanded operations will depend on availability of cash flow. Management believes that our customer base for agricultural products will be actively engaged in growing operations and will need services to identify optimum strains of plants to obtain commercially acceptable qualities and yield of CBD oils for the diverse geographic locations in which we intend to sell our products. In addition, once the crops are grown, the Company expects that our customers will also need access to CBD extraction facilities to process the plants into the derivative elements that will be incorporated into the consumer products that the market demands. These needs by our customer base provide an opportunity to grow by providing our customers with more of what they need to generate revenues from their growing activities. If we can build our relationships with our tool and implement customers, and then expand to offer services and research on plants, resistance to insects by regions, which soil additives produce the best yields and other similar science-market based data, our existing customers will provide a ready base of demand for the new services and capabilities. Management believes that this will result in a lower cost of obtaining new customers for the new services and will give us a competitive advantage against companies offering only one or a small number of the capabilities, services and products we will offer.

Business Concentration.

In the period ended May 31, 2019, our business in the Debudder product line was concentrated with 80% of our sales going to two distributors. One is our subsidiary company AgroExports LLC, and the other is Original Ventures, Inc., a company owned by the inventor of the Debudder product line. We originally created a two-party master distribution structure when Original Ventures held the exclusive rights to distribute the Debudder products in the United States. We subsequently acquired the minority interest of G-4, and at the time of the acquisition of the remaining interest in G-4 from Original Ventures, Inc., we modified the arrangement so that all sales of Debudder Products are through AgroExports. Accordingly, the high concentration of customers described at May 31, 2019 is no longer applicable. At this time, our wholly owned subsidiary G4 holds our inventory and sell at distributor pricing to our wholly owned subsidiary AgroExports. AgroExports then sells the products to our distributors and end-users through our on-line presence. Currently, no single customer accounts for more than 20% of our sales.

Competition

At this point in our development, we believe our competitors are those companies that are acting as product aggregators and distributors of products similar to ours. To date, the hemp industry (primarily relating to CBD oils) and the cannabis industry, have been fragmented and chaotic with large numbers of small and medium sized companies attempting to develop products and then working to gain a toehold in the burgeoning market for those products. Products are currently offered on Amazon, E-Bay, and company specific web sites and the competition for consumer attention is extreme. A few larger companies have reached critical mass in terms of brand awareness and market reach, but these companies are focused on selling consumer-oriented products which utilize the CBD oils and other elements of the hemp and cannabis crops.

The direct competition for distribution of the “picks and shovels” needed by the small growers is significantly less congested. There are some retail offshoots from brick and mortar businesses like hydroponics shops that offer a range of tools and implements similar to the Company’s product offerings, and these businesses are likely to compete directly with the Company’s offerings. To date we are not aware of any large nationally recognized distributors of like products and we are attempting to position ourselves as a player at the national level. There are significant hurdles to accomplishing this objective, most significantly, availability of capital to build and maintain the online information needed for a comprehensive “one-stop-shop” offering. If we are unable to find the necessary capital to build our product lines and our online presence, we are likely to face increasing competition as other players enter the market. This could have a negative impact on our ability to grow our revenues and compete effectively in the future.

Competitive Advantages

We believe our competitive advantage is derived from our ability to pursue opportunities when and where we find them without getting bogged down in the bureaucracy that a larger and more diverse business might face. As a small publicly traded company, we are able to move quickly, rapidly negotiate and document licensing and distribution agreements, and when appropriate, acquisitions. Upon completion of this registration statement, we expect that a more active trading market will develop for our shares and that will further enhance our ability to offer shares as part of the consideration package we can propose to the companies controlling attractive technologies, products and capabilities. We believe a more active trading market will develop based on the increased pool of available free trading shares, the fact that we will then be a reporting company under Section 15(d) of the Exchange Act, and the fact that our shareholders may be better able to set up accounts at brokerage houses due to the availability of the Prospectus and the information contained therein. No assurances can be given that such an active market will actually develop, or that the price of our shares in the market will be maintained at any specific price level. If no market develops or the price of our shares in the market is not attractive, our ability to raise additional funds at acceptable prices and our ability to utilize stock for future acquisitions may be negatively impacted and our ability to execute our business plan could be affected.

Marketing

Currently, we market our business primarily through attendance at trade shows and keeping a very close eye on developments in the hemp and cannabis industries. When we identify an interesting prospect, our CEP reaches out personally to the management team of the prospect to see if there is a basis for furthering discussions. Our management team also has a long history in the industry and large networks of contacts that can provide word of mouth connections to other interesting prospects. Collectively, we believe we will be able to capitalize on these various connections to build a dynamic and broad-based business selling agricultural and horticultural tools and implements to our customers in the hemp and cannabis space. In the longer term, we intend to pay close attention to other needs of our customers and to meet those needs at the appropriate time with new offerings of products and services, including sales of hemp plant clones and CBD oil extraction services. If we can help our customers succeed and grow, the market for our products will continue to expand.

Manufacturing

We are not currently manufacturing any products in our own facilities. We rely on third party manufacturers for our production runs, and currently have relationships with third party companies for the manufacturing our products, primarily with Chinese companies. We are monitoring the China tariff situation closely and will take appropriate steps to find new contract manufacturing capabilities in other countries should the China tariffs cause a significant impact on our business. The molds used to manufacture our products were built by Eco Molding Co., Limited in Guandong, China. We do not currently have any outstanding contracts with Eco Molding for production of our product and have historically operated on the basis of purchase orders. Our last order for product was for 10,000 units of the Debudder Edge product and as of September 26, 2019, Eco Molding was holding 7,956 units pending our shipping instructions. We intend to ship the remaining product held by Eco Molding to the locations where product demand can be filled at lowest cost. When inventory levels reach the reorder point, we intend to place additional purchase orders with Eco Molding.

Intellectual Property

Currently, we have two design patents, and several foreign patents covering our debudder products. The United States Patent and Trademark Office (“USPTO”) issued our patents on October 8, 2019. Design Patent D862180 covers the original Debudder Bucket Lid, and Design Patent D862281 covers the Debudder Edge. Our business strategy will continue to focus on intellectual property protections when appropriate. As we research additional products to include in our product catalogue, we include an analysis of the level of protection that is available for such product as an element of our decision to pursue licensing or distribution of that product. Our preference is to license or distribute products that have intellectual property protections, either because of patent pending or patented status, or as a result of trade secrets.

Government Regulation

We do not intend to harvest, distribute or sell plant-based hemp or cannabis products unless or until they are legalized at the state and federal levels. Our current business model involves sales of tools and implements that are used in agricultural and horticultural applications for growing a variety of plants, including cannabis. If we knowingly sell our products to a cannabis grower, we could be deemed to be participating in marijuana cultivation, which remains illegal under federal law, and exposes us to potential criminal liability, with the additional risk that our properties could be subject to civil forfeiture proceedings.

As of August 2019, growing and processing hemp has been legalized at the federal level and at least six states have adopted regulations relating to the hemp industry, and at least 47 states have enacted legislation to establish industrial hemp cultivation and production programs. Thirty-three states and the District of Columbia allow its citizens to use medical marijuana. Voters in 10 additional states and the District of Columbia have legalized cannabis for adult recreational use. Other states are considering legalization, either for medical use or for both medical and recreational use. The state laws legalizing marijuana use are in conflict with the Federal Controlled Substances Act, which makes marijuana use and possession illegal on a national level. The prior administration (President Obama) effectively stated that it is not an efficient use of resources to direct law federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical marijuana. However, the Trump administration has indicated the potential for stricter enforcement of the marijuana industry at the federal level, but to date there has been very little in terms of action. There is no guarantee that the Trump administration or future administrations will maintain the low-priority enforcement of federal laws in the marijuana industry that was adopted by the Obama administration. The Trump administration or any new administration that follows could change this policy and decide to enforce the federal laws strongly. Any such change in the federal government’s enforcement of current federal laws could cause significant financial damage to our business and our shareholders.

We are not aware of other specific Governmental Regulations that impact our business. We do, however, utilize Chinese vendors for manufacturing a significant portion of the products we sell. To the extent that tariffs are imposed on imported goods manufactured in China, our pricing structure and acceptance in the marketplace may be affected. We currently stock our products through distributors in foreign countries when appropriate and ship direct from our manufacturer to the foreign distributor when such can be done at a cost savings. We will continue to explore ways that we can hold our costs down on the products we sell in order to minimize price sensitivity concerns with our customers.

Organization Within Last Five Years

We were originally incorporated under the name HealthGuard International Marketing Corporation, in the State of Nevada on August 15, 2002. At the time we operated under the name HealthGuard International Marketing Corporation, no business was conducted. In 2003, the Company entered into a reverse takeover transaction with a Japanese Investment Group engaged in the business of gaming. After completing the reverse takeover, the Japanese Investment Group failed to implement its business plan, and ceased having any contact with the shareholders of the Company. As a result, the Company was dormant until June 27, 2011 when Jerry Cornwell, our president and one of our Directors, took legal action to obtain the appointment of a custodian to regain control over the Corporation. On August 15, 2011, the Corporation held a meeting, with the Custodian acting on behalf of the Japanese shareholders and approved a private offering of a control block of stock to a new investor. On September 18, 2011 the District Court of Clark County, Nevada entered an order cancelling all of the shares issued to the Japanese Investment Group. The result of this action was to cede control of the Company to the new investor. In late September, the Company undertook a one for ten reverse stock split of its total shares outstanding, reorganized the Company under the name EM Energy, Inc., and began seeking oil and gas properties for development.

In late 2017, the Board reevaluated the oil and gas development efforts and elected to reorganize again to focus on distribution of agricultural and horticultural implements used by farmers and hobbyists around the world. The Company has acquired the rights to the DeBudder product line, including the DeBudder Bucket Lid and the DeBudder Edge, and continues to seek other products for distribution through its distributor relationship and its distribution web site located at www.procannagro.com. In 2018, the Company changed its name to MJ Harvest, Inc. and amended and restated its articles of incorporation to reflect the reorganized business direction. The Company also changed its stock symbol to MJHI (formerly RZPK).

These changes were affected in order to make our corporate name and ticker symbol better align with our short-term and long-term business focus. Our current, short-term goals will focus on building our product portfolio while we expand our product sales and build our distribution platform and brand under the www.procannagro.com website.

Our long-term plan is to acquire a hemp grow operation where we can use our products in a real world setting and provide concrete examples of the effectiveness of the tools to our customers. This step will also allow us to expand operations into biomass production, processing, and sale of products containing CBD from hemp (no or very low THC content). We are currently looking at alternatives to speed up this aspect of our business plan through acquisition of an existing grow operation, but to date, we have not found the right opportunity. Assuming that we achieve our long-term goal of developing or acquiring a hemp grow operation, we also believe that it will position us well should marijuana be legalized at the federal level or the regulatory climate changes to allow legal grow operations in the cannabis space. We can offer no assurances that we will be able to accomplish any portion of our long-range vision.

Employees

As of September 25, 2019, we had three employees which consisted of our three executive officers. Many of our activities are outsourced to consultants who provide services to us on a project basis. As business activities require and capital resources permit, we will hire additional employees to fulfill our company’s needs.

DESCRIPTION OF PROPERTY

Our company is based in Nevada with our mailing address at 9205 West Russell Road, Suite 240, Las Vegas Nevada 89139. In order to keep overhead to a minimum, we have staffed our business with independent contractors working out offices in diverse locations in the United States. We have contractors in Arizona, Florida, California, and Washington. We utilize technology to communicate effectively and control our business remotely. We also meet face-to-face periodically as needed for specific projects or actions. Accordingly, we do not lease or own any real property.

LEGAL PROCEEDINGS

In the ordinary course of business, we may, from time-to-time, be involved in pending or threatened legal actions, and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, at this time, no litigation or proceeding is pending or threatened against us and management is not aware of any matter that would or could have a material adverse effect on our financial condition or results of operations.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our stock is quoted on the OTC Markets’ “Pink Current Information” tier under the symbol “MJHI.” We are applying to have our common stock quoted on the OTCQB-tier of OTC Markets. We have 20,007,739 shares of our common stock outstanding as of December 2, 2019. The following table sets forth the high and low bid information for each quarter within the two most recent fiscal years as reported on Yahoo Finance. The information reflects prices between dealers, and does not include retail markup, markdown, or commission, and may not represent actual transactions.

Period	High	Low

Jun 1, 2017 through Aug 31, 2017	1.20	1.20
Sep 1, 2017 through Nov 30, 2017	1.20	1.10
Dec 1, 2017 through Feb 28, 2018	2.75	1.10
Mar 1, 2018 through May 31, 2018	1.45	1.25

Jun 1, 2018 through Aug 31, 2018	1.25	1.01
Sep 1, 2018 through Nov 30, 2018	18.25	1.01
Dec 1, 2018 through Feb 28, 2019	6.25	1.00
Mar 1, 2019 through May 31, 2019	7.00	4.00

June 1, 2019 through August 31, 2019	5.15	1.30

On November 11, 2019, our stock closed at $1.31 with volume on that day of 100 shares. Our stock is thinly traded with average volume of 196 shares.

The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. The Commission has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to a few exceptions which we do not meet. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated therewith.

There are currently no outstanding options or warrants to purchase MJ HARVEST, INC. common stock. We do not have any convertible debentures outstanding that permit the holder to convert the outstanding obligation into shares of our common stock. The number of holders of record of shares of our common stock is one hundred thirteen (113). There have been no cash dividends declared on our common stock. Dividends are declared at the sole discretion of our Board of Directors. We have not adopted any stock option or stock bonus plans.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This discussion and analysis should be read in conjunction with our financial statements included as part of this Registration Statement.

Business Overview

Corporate Overview

The Company develops, acquires, and distributes agricultural and horticultural tools and implements for sale primarily to growers and operators in the hemp and cannabis space. In 2017, the Company acquired a 51% interest in G4 Products LLC, which owns the intellectual property for a manual debudder product line marketed under the Original 420 Brand as the Debudder Bucket Lid and Edge. The Company also organized AgroExports LLC to serve as the international distribution arm for sales of agricultural and horticultural tools and implements, and also created www.procannagro.com for online sales of its products.

In September 2018, the Company filed a Notification of Change with FINRA and OTC Markets to obtain approval of a name change to MJ Harvest, Inc. from EM Energy, Inc., and a change of trading symbol to MJHI from RZPK. Following approval of the change by FINRA and OTC Markets, the Company filed amended and restated articles of incorporation with the State of Nevada to reflect the name change with an effective date of September 18, 2018. These changes were made in order to align our corporate name and ticker symbol with our short-term and long-term business focus.

On December 7, 2018, the Company acquired the remaining 49% of G4 Products LLC, making it a wholly owned subsidiary. On April 10, 2019, the Company formed AgroExports.CA ULC (“Agro Canada”), a wholly owned Canadian subsidiary in order to facilitate online payments in the Canadian Market. Sales in Canada are currently serviced through a fulfillment center in Toronto. The Company has also created www.procanngro.com as its marketing website allowing customers to access Company products online and obtain shipments from the Company’s international distributor best able to meet the order at the lowest cost.

Comparative results as of and for the Years Ended May 31, 2019 and 2018

Results of Operations

Summary of Results of Operations. Since the Company adopted its current business focus on sales of agricultural and horticultural implements to hemp and cannabis growers, the Company has incurred net losses from operations. During the period, the Company has acquired the debudder product line, built an international distributor network, established an online presence for marketing products, and incurred staffing, infrastructure and sales and marketing expenses intended to provide a solid base for growing operations in coming periods. This process took longer than anticipated. The Management team spent considerable time and effort in identifying, researching and negotiating with a number of candidates for acquisitions, with the expectation that one or more acquisitions could be completed in a timely manner prior to filing this Registration Statement to enhance our public company stature by initiating reporting under the Securities Exchange Act of 1934, as amended. These potential acquisitions did not come to fruition, primarily due to unrealistic valuations expected by the target opportunity management teams. As a result, management has stepped back from the acquisition focus and is now aggressively pursuing sales growth by increasing marketing of our existing products and expansion of our product lines through distribution agreements and product licensing. We will revisit the acquisition opportunities once the Company’s shares are more actively traded. In the meantime, management will focus on growing sales of the products we have.

Operating Loss; Net Loss. In the year ended May 31, 2019, the Company generated a net loss from operations of $956,541 compared to a net loss of $732,305 in the year ended May 31, 2018. The increase in net loss from operations is detailed below.

Revenue

We have limited revenues since our reorganization in November 2017. Prior to November 2017, we were an exploration stage oil and gas company that owned a number of potential drill sites. In late 2017, we changed our short-term and long-term business focus to the development, acquisition, and sales of agricultural and horticultural implements for growers in the hemp and cannabis sectors. Our revenues in the year ended May 31, 2019 increased to $72,654 from $1,520 in the year earlier period, and after taking cost of goods sold into account, generated $48,057 in gross margin during our 2019 fiscal year compared to $1,184 in 2018. Our operational energies in 2019 were focused on building the distribution network, establishing the distribution centers and logistics for international distribution of product, and building an online presence for selling our products. That effort is largely in place now and we expect to see an increase in sales in the coming periods.

Officer and Director Compensation Expenses

Officer and director compensation expenses decreased from $420,195 for the year ended May 31, 2018 to $358,842 for the year ended May 31, 2019. The decrease was primarily the result of normalization of the compensation cycle to reflect services rendered in the period. In the fiscal year ended May 31, 2018, the Company was early in its reorganization process and incurred additional officer and director compensation for efforts undertaken in the reorganization. In the year ended May 31, 2019, the management team was in place for the full year and operating according to the adopted business plan which reduced the complexity and scheduling of management tasks and provided clear lines of authority and tasks to be accomplished. This allowed a reduction in officer and director compensation expense.

General and Administrative Expenses

General and administrative expenses increased from $19,287 for the year ended May 31, 2018 to $84,227 for the year ended May 31, 2019, primarily due to increased travel costs associated with our efforts to acquire other companies. As noted above, the Company has slowed our acquisition efforts pending completion of this registration process.

Professional Fees

Our professional fees increased during the year ended May 31, 2019 compared to the year ended May 31, 2018. Our professional fees were $383,392 for the year ended May 31, 2019 and $294,007 for the year ended May 31, 2018. These fees are largely related to fees paid for legal and accounting services, along with compensation to independent contractors. The increase in 2019 was primarily the result of increased patent work associated with the debudder product line. We expect these fees to grow steadily as our business expands. In the event we undertake an unusual transaction, such as an acquisition, securities offering, or file a registration statement, we would expect these fees to substantially increase during that period.

Impairment of Intangible Assets

During the year ended May 31, 2019, we reported an impairment of intangible assets of $178,137, compared to $0 in the year ended May 31, 2018. The impairment of intellectual property in 2019 was partially related to our acquisition of the minority interest of G4 Products LLC in the year ended May 31, 2019, and the subsequent adjustment to the carrying value of the assets at year-end based on estimates of revenue, earning capacity expected future revenues. Sales of the products derived from the intangible assets were less than originally estimated and this triggered an analysis of the carrying value of the intangible assets at yearend 2019.

Liquidity and Capital Resources

Introduction

During the years ended May 31, 2019 and 2018, because of our operating losses, we did not generate positive operating cash flows. Our cash on hand as of May 31, 2019 was $13,592 and our monthly cash flow burn rate was approximately $40,000. Our cash on hand and our ability to cover recurring cash flow operating expenses was primarily derived from proceeds of officer and director advances. Absent additional advances from our officers and directors, we currently do not believe we will be able to satisfy our cash needs from our revenues for the coming year.

Our current assets, total assets, current liabilities, and total liabilities as of May 31, 2019 and 2018, respectively, are as follows:

Our current assets increased by $51,924 to $78,988 as of May 31, 2019 as compared to May 31, 2018. The increase in our current assets between the two periods was attributable to increases in cash, accounts receivable and inventory on hand.

Our total assets decreased by $110,714 to $250,387 as of May 31, 2019 as compared to May 31, 2018. The decrease in our total assets between the two periods was primarily attributable to the impairment of our intangible asset in the period.

Our current liabilities were essentially unchanged between our fiscal years ending May 31, 2018 and 2019 total liabilities increased by $625,827 as of May 31, 2019 as compared to May 31, 2018. A large portion of this increase was due to $539,704 in advances from related parties, as well as increases in stock-based compensation. Advances from related parties are classified as long-term liabilities and are expected to be satisfied with issuance of common stock.

We currently have positive working capital, but our existing assets and revenue sources will not cover our current monthly negative cash flows from operations. In order to continue our operations at current levels, we will be required to raise significant capital from other sources. There is no assurance, however, that we will be successful in these efforts.

Cash Requirements

We had cash available as of May 31, 2019 of $13,592 and $3,277 on May 31, 2018. Based on our revenues, cash on hand and current monthly burn rate of approximately $40, we will need to continue borrowing from our shareholders and other related parties, and/or raise money from the sales of our securities, to fund operations.

Sources and Uses of Cash

Operations. We had net cash used in operating activities of $418,931 for the year ended May 31, 2019, as compared to $119,923 for the year ended May 31, 2018. During our fiscal year ending May 31, 2019, the net cash used in operating activities consisted primarily of our net loss of ($956,541), shares issued for services of $397,125, stock based compensation of $270,000, intellectual property impairment of $178,137, and ($33,138) cash used for purchases of inventory. In 2018, the net cash used in operating activities consisted primarily of our net loss of ($732,305), offset by $134,100 proceeds of advances from related parties, shares issued for compensation of $609,500, shares issued for cash of $45,000, and reduced for ($50,000) cash used for acquisition of G4.

Investing. We used $69,209 in the year ended May 31, 2019 to acquire an interest in G4 ($50,000) and to acquire fixed assets ($19,209). In the year ended May 31, 2018, we used $55,900 to acquire an interest in G4 ($50,000) and for deposits on fixed assets ($5,900).

Financing. Our net cash provided by financing activities for the year ended May 31, 2019 was $498,455, compared to $179,100 for the year ended May 31, 2018. For the period in 2019, our financing activities related to proceeds from related party advances of $498,455. For the period in 2018, our financing activities related to proceeds from related party advances of $134,100 and stock sales of $45,000.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This discussion and analysis should be read in conjunction with our financial statements included as part of this Registration Statement.

Business Overview

Corporate Overview

Comparative results as of and for the Years Ended May 31, 2019 and 2018

Results of Operations

Revenue

Officer and Director Compensation Expenses

General and Administrative Expenses

Professional Fees

Impairment of Intangible Assets

Liquidity and Capital Resources

Introduction

Our current assets, total assets, current liabilities, and total liabilities as of May 31, 2019 and 2018, respectively, are as follows:

Cash Requirements

Sources and Uses of Cash

Comparative results as of August 31, 2019 and May 31, 2019, and for the Three Months Ended August 31, 2019 and 2018

Results of Operations

Operating Loss; Net Loss. In the three months ended August 31, 2019, the Company generated a net loss from operations of $281,299 compared to a net loss of $137,490 in the three months ended August 31, 2018. The increase in net loss from operations is detailed below.

Revenue

We have generated limited revenues since our reorganization in November 2017. Prior to November 2017, we were an exploration stage oil and gas company that owned a number of potential drill sites. In late 2017, we changed our short-term and long-term business focus to the development, acquisition, and sales of agricultural and horticultural implements for growers in the hemp and cannabis sectors. Our revenues in the three months ended August 31, 2019 increased to $20,960 from $18,386 in the year earlier period, and after taking cost of goods sold into account, generated $8,516 in gross margin in the quarter ended August 31, 2019 compared to $12,127 in the quarter ended August 31, 2018. Margins declined in the current period compared to the prior year due to changes in our fulfillment process that resulted in one-time shipping costs and moderate increases in our order fulfillment processing costs. Our operational energies in 2019 and the first quarter of 2020 were focused on building the distribution network, establishing the distribution centers and logistics for international distribution of product, and building an online presence for selling our products. That effort is largely in place now and we expect to see an increase in sales in the coming periods. Management is also focused on adding additional products to our online portals and this should allow us to connect with more customers through our more diverse offerings.

Officer and Director Compensation Expenses

Officer and director compensation expenses increased to $150,000 for the three months ended August 31, 2019 compared to $60,000 for the three months ended August 31, 2018. The increase was primarily the result of additional personnel, and implementation of independent contractor agreements with the CEO and CFO.

General and Administrative Expenses

General and administrative expenses increased to $34,856 for the three months ended August 31, 2019 compared to $2,609 for the three months ended August 31, 2018, primarily due to increased travel costs associated with our efforts to acquire other companies. As noted above, the Company has slowed our acquisition efforts pending completion of this registration process.

Professional Fees

Our professional fees increased to $104,959 during the three months ended August 31, 2019 compared to $87,008 for the three months ended August 31, 2018. These fees are largely related to fees paid for legal and accounting services and web services, along with compensation to independent contractors. The moderate increase in 2019 was primarily the result of patent work associated with the debudder product line and increased costs in maintaining our web presence. We expect these fees to grow steadily as our business expands. In the event we undertake an unusual transaction, such as an acquisition, securities offering, or file a registration statement, we would expect these fees to substantially increase during that period.

Impairment of Intangible Assets

During the three months ended August 31, 2019, we determined that no impairment was required of our intangible assets. We recorded an impairment expense at the end of our last fiscal year and no additional impairment was necessary in our first fiscal quarter of 2020. No impairment was recorded in the first quarter of fiscal year 2019.

Liquidity and Capital Resources

Introduction

During the three months ended August 31, 2019, as a result of our operating losses, we did not generate positive operating cash flows. Our cash on hand as of August 31, 2019 was $11,966 and our monthly cash flow burn rate was approximately $40,000. Our cash on hand and our ability to cover recurring cash flow operating expenses was primarily derived from proceeds of officer and director advances. Absent additional advances from our officers and directors, we currently do not believe we will be able to satisfy our cash needs from our revenues for the coming year.

Our current assets, total assets, current liabilities, and total liabilities as of August 31, 2019 and May 31, 2019, respectively, are as follows:

Our current assets decreased by $747 to $78,241 as of August 31, 2019 as compared to May 31, 2018.

Our total assets remained constant at $247,900 as of August 31, 2019 as compared to $250,287 on May 31, 2018.

Our current liabilities were essentially unchanged between August 31, 2019 and May 31, 2019. Long-term liabilities increased by $124,959 as of August 31, 2019 as compared to May 31, 2018. This increase was due to $124,959 in advances from related parties during the period.

Cash Requirements

We had cash available as of August 31, 2019 of $11,966 and $13,592 on May 31, 2019. Based on our revenues, cash on hand and current monthly burn rate of approximately $40,000 we will need to continue borrowing from our shareholders and other related parties, and/or raise money from the sales of our securities, to fund operations.

Sources and Uses of Cash

Operations. We had net cash used in operating activities of $126,585 for the three months ended August 31, 2019, as compared to $92,878 for the three months ended August 31, 2018. During the three months ending August 31, 2019, the net cash used in operating activities consisted primarily of our net loss of ($281,299), and share based compensation of $152,625, In the three months ended August 31, 2018, the net cash used in operating activities consisted primarily of our net loss of ($137,490), offset by $105,000 proceeds of advances from related parties.

Financing. Our net cash provided by financing activities for the three months ended August 31, 2019 was $124,959, compared to $105,000 for the three months ended August 31, 2018. These amounts in both periods related to proceeds from related party advances.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

We are exposed to market risks, which include interest rate changes in United States of America and commodity prices. We do not engage in financial transactions for trading or speculative purposes.

Interest Rate Risk. There may be interest charged on our accounts payable, as well as interest we charge on our accounts receivable, depending on their age. Typically, these interest rates are fixed and are not affected by changes in market interest rates. However, from time to time we may enter into debt transactions that have a variable interest rate which would leave us subject to interest rate fluctuations.

Commodity Prices. We are exposed to fluctuation in market prices for the raw materials necessary to manufacture the products we sell. To mitigate risk associated with increases in market prices and commodity availability, we will attempt to negotiate contracts with favorable terms directly with vendors. We do not believe we will enter into forward contracts or other market instruments as a means of achieving our objectives or minimizing our risk exposures on these materials.

DIRECTORS, EXECUTIVE OFFICERS,

PROMOTERS, AND CONTROL PERSONS

The following table sets forth the names and ages of the current directors and executive officers of the Company, the principal offices and positions with the Company held by each person and the date such person became a director or executive officer of the Company. The executive officers of the Company are elected annually by the Board of Directors. The directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or until their death, resignation or removal by the Board of Directors. There are no family relationships among any of the directors and officers.

Name	Age	Position	Incumbency Date
Patrick Bilton	58	Secretary and Director	11/3/2017
Patrick Bilton		Chief Executive Officer	1/1/2018
Brad Herr	65	Chief Financial Officer	3/24/2018
Jerry Cornwell	80	Director and President	9/20/2011
David Tobias	58	Director	11/3/2017

Patrick Bilton, CEO, Secretary and Director, age 58, manages our product development and product acquisition efforts and is focused on implementing our strategic business direction. Patrick joined MJ Harvest in 2017 and has been instrumental in establishing our existing operations while also seeking to expand our business as opportunities present themselves. Patrick sold his landscape services business in 2007 and after working with the new owners over a three-year transition period, has been since 2010 to the present, involved as a consultant in construction management, working primarily on luxury and high end residential real estate projects. Concurrently, Patrick has worked as a consultant with other public companies in their business development and merger and acquisition efforts, primarily focused on herbal and plant-based products and derivatives, including Cannabis Sativa, Inc. (symbol “CBDS”). Patrick brings a wealth of practical experience and a deep understanding of the requirements of growers of hemp and cannabis crops. With Patrick’s guidance, we are developing a portfolio of tools and implements that are used in growing and harvesting crops.

Brad Herr, CFO, age 65, manages our financial reporting functions, provides risk management oversight, and is a key member of the management team working closely with Patrick Bilton to evaluate and structure business opportunities as they arise. Brad is the sole owner of Nexit, Inc., a management services firm though which he offers business consulting services to the public, Brad has owned Nexit, Inc. since April 2018. He also served as CFO to SponsorsOne, Inc., another publicly traded company with emerging business opportunities until April 30, 2019. Brad graduated from the University of Montana with a Bachelor of Science Degree in Business Accounting in 1977 and a Juris Doctorate in 1983. In 2005, Mr. Herr received an MBA from Gonzaga University. Brad practiced law for 13 years focusing primarily on business representation and securities law. Brad participated as legal counsel or principal in private and public offerings raising more than $75 million over his career. In 1996, Brad left the practice of law to pursue a career in business. Brad has served as CFO, COO, President and Board Member for a number of publicly traded and private companies over the last 23 years though other than as set forth herein, he holds no such positions at this time. Brad brings a diverse business development, accounting and legal background to his current positions.

Jerry Cornwell, President and Director, age 80, is currently and has been since 1993, the managing member of two Investor Relations companies: XXX Enterprises, LLC dba Bristol Media, Ltd. and Valhalla Financial Group, LLC. The services provided to clients range from initial merger of Microcap OTC companies to NASDAQ listed companies. He was President and Chief Executive Officer of Pan Environmental Corporation from 1993 until 2000. For the prior ten years, he was a principal of Corn-Mill Enterprises, a business advisory firm involved in Mergers/Acquisitions and Capital funding. From 1974 to 1983 Mr. Cornwell was owner, President and Chief Executive Officer of J. A. Cornwell, Inc. a land reclamation and irrigation development firm, with annual revenues of $135 million. In 1982 the company was listed #7 on Inc 500 fastest growing Private Companies. In the past 30 years Mr. Cornwell has held positions as Director and/or Officer, on at least 10 other public companies, though other than as set forth herein, he does not hold any such positions at this time. He was elected to the Board of Directors by shareholders and appointed as President/CEO of the Company, then operating as Ryozanpaku International, Inc. on October 24, 2010. Jerry currently focuses on the building an active market for the Company’s shares and provides assistance in finding and evaluating business opportunities.

David Tobias, Director, age 68, is serving as President of Wild Earth Naturals, Inc., a position he has held since May 2013. In addition, Mr. Tobias is serving as the CEO, president, secretary and director of Cannabis Sativa, Inc. (“CBDS”), a fully reporting company under the Securities Exchange Act of 1934. Mr. Tobias has been a director and officer of CBDS since July of 2013. He also served as the President of Hemp, Inc. from August 2011 to January 9, 2014. Prior to that, from October 2009 until May 2011, Mr. Tobias held the position of Vice President at Medical Marijuana Inc. where he was instrumental in bringing forward and culminating the merger between CannaBank and Medical Marijuana, Inc. Within the last five years, Mr. Tobias has also served as a member of the board of directors for Grow Capital, Inc. (“GRWC”). David’s experience with many aspects of the burgeoning marijuana trade in the United States allows him to focus on business development. His extensive contacts in the cannabis industry yield frequent business opportunities which David refers to Patrick and Brad for a detailed conceptual work-up.

Director Independence

Of our four directors, only one is an independent director, that being David Tobias. Our standard for being an independent director, is that the director is not an officer of the company, is not related to an officer or an non-independent director, and does not receive over $100,000 annually from the Company in compensation by way of consulting services or for any other reason.

Code of Ethics

As of yet, the Company has not adopted a code of ethics. The Company expects to adopt a code of ethics prior to the time it is required to file reports pursuant to the Securities Exchange Act of 1934.

EXECUTIVE COMPENSATION

The Summary Compensation Table shows certain compensation information for services rendered as officers and directors for the fiscal years ended May 31, 2019 and 2018. The following information includes the dollar value of base salaries, and the number of shares of common stock granted and certain other compensation, if any, whether paid or deferred. No bonuses were paid to any officer or director in the periods presented, and the Company did not issue any non-equity incentive plan or option awards, or qualified or non-qualified deferred compensation. Cash and stock issued or accrued represents payments of independent contractor agreement compensation as described in “Certain Relationships and Related Party Transactions” below.

Year Ended May 31, 2019			Stock Issued				Accrued Compensation				Total
	Cash		Shares		Value		Shares		Value		Value
Patrick Bilton	$	—		560,000	$	140,000		80,000	$	60,000	$	200,000
David Tobias		—		—		—		—		—		—
Jerry Cornwell		—		—		—		—		—		—
Brad Herr		112,500		120,000		30,000		20,000		15,000		157,500
Total for officers and directors	$	112,500		680,000	$	170,000		100,000	$	75,000	$	357,500

Year Ending May 31. 2018			Stock Issued			Accrued Compensation				Total
		Cash	Shares		Value	Shares		Value		Value
Patrick Bilton	$	—	1,070,000	$	267,500	—	$	—	$	267,500
David Tobias		—	220,000		55,000	—		—		55,000
Jerry Cornwell		—	220,000		55,000	—		—		55,000
Brad Herr		—	60,000		15,000	—		—		15,000
Total for officers and directors	$	—	1,570,000	$	392,500	—	$	—	$	392,500

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

None

Compensation of Directors

Our directors received compensation for their services as directors during the fiscal years ended May 31, 2019 and 2018 as set forth in the preceding table. For our fiscal year ending May 31, 2020, the directors will receive compensation in shares of common stock at the rate of $5,000 per quarter. The number of shares issuable to the directors for the director fees may be adjusted from time to time to reflect the Company’s assessment of fair value of the shares being issued at the time of issuance.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT

The following table sets forth, as of December 2, 2019, certain information with respect to our equity securities owned of record or beneficially by:

(1)

each Officer and Director of the Company; (ii) each person who owns beneficially more than 5% of each class of the Company’s outstanding equity securities; and (iii) all Directors and Executive Officers as a group.

(2)

Unless otherwise noted, the shares indicated are beneficially owned by the individuals listed.

	Number of	Percentage of Total
Share Ownership on September 10, 2019	Shares Held	Outstanding
Patrick Bilton, CEO, Secretary and Director	2,159,334	11.3%
Jerry Cornwell, President and Director	3,483,578	18.2%
Brad Herr, CFO	220,000	1.2%
David Tobias, Director	6,175,733	32.4%
All Officers and Directors as a Group	12,038,645	63.1%

Total Shares Issued and Outstanding	19,088,407	100.0%

The shares listed for Patrick Bilton include shares owned by Salon LLC, an entity soley owned b y Mr. Bilton, and shares held for the benefit of Samantha, Sawyer, and Shawna Bilton, his children.

The shared listed for Jerry Cornwell are beneficially owned by him. A total of 1,037,317 are listed in his name and 2,446,261 are registered in the name of XXX Enterprises, LLC, and entity wholly owned by Mr. Cornwell

The shares listed for Brad Herr are beneficially owned by him and are registered in the name of Nexit, Inc., a corporation wholly owned by Mr. Herr.

The issuer is not aware of any person who owns of record, or is known to own beneficially, ten percent or more of the outstanding securities of any class of the issuer, other than as set forth above. The issuer is not aware of any person who controls the issuer as specified in Section 2(a)(1) of the 1940 Act. There are no classes of stock other than common stock issued or outstanding. The Company does not have an investment advisor.

There are no current arrangements which will result in a change in control.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Consulting Agreements

The Company has independent contractor agreements with each of its officers. These agreements are described below.

Patrick Bilton. The Company entered into an Independent Contractor Agreement with Patrick Bilton on February 26, 2019 with an effective date of January 1, 2019. The agreement provides for a consulting fee of $20,000 per month payable in common stock at the fair value of the shares on the dates of issuance. The compensation is payable quarterly, and management currently estimates that the fair value of the Company’s common stock is $0.25 per share. The term of the agreement is for one year. The services performed by Mr. Bilton pursuant to the Agreement include serving as the Company’s Chief Executive Officer. In this capacity, Mr. Bilton oversees all strategic and tactical functions, supervises all other contractors, and coordinates these activities under the direct oversight of the Board of Directors. Mr. Bilton’s Independent Contractor Agreement provides that one-half of Mr. Bilton’s monthly salary will be payable in cash each month ($10,000) at such time as the company receives at least $500,000 in funding through a private placement or public offering. This condition has not yet been met and Mr. Bilton’s compensation is being fully paid in stock at this time.

Brad Herr. The Company entered into an Independent Contractor Agreement with Patrick Bilton on February 28, 2019 with an effective date of January 1, 2019. The agreement provides for a consulting fee of $15,000 per month payable $10,000 per month in cash and $5,000 per month in common stock at the fair value of the shares on the dates of issuance. The stock compensation is payable quarterly, and management currently estimates that the fair value of the Company’s common stock is $0.25 per share. The term of the agreement is for one year. The services performed by Mr. Herr pursuant to the Agreement include serving as the Company’s Chief Financial Officer. In this capacity, Mr. Herr manages all accounting and financial statement preparation duties, and participates with the CEO on planning and direction, drafts agreements as needed, and prepares public company reports and coordinates these activities under the direct oversight of the CEO and the Board of Directors.

Transactions with Officers and Directors

Mr. Bilton has advanced $573,414 to the Company for operating capital and expenses. As of August 31, 2019, Mr. Bilton was also owed $91,666 in accrued compensation for services as an officer and director. These amounts are classified as long-term liabilities as it is anticipated they will be settled with shares of the Company’s common stock.

Mr. Tobias has advanced $75,553 to the Company for operating expenses. As of August 31, 2019, Mr. Tobias was owed $75,553 for advances and $11,667 for director’s fees. These amounts are classified as long-term liabilities as it is anticipated they will be settled with shares of the Company’s common stock.

Mr. Cornwell paid expenses totaling $818 on behalf of the Company. This balance is included in accounts payable. As of August 31, 2019, there was also a payable to Mr. Cornwell in the amount of $15,696 for operating capital advances and $11,667 for director’s fees. These amounts are classified as long-term liabilities as it is anticipated they will be settled with shares of the Company’s common stock.

The Company paid Nexit, Inc., a company wholly owned by Brad Herr, the Company’s Chief Financial Officer, $112,500 in the year ended May 31, 2019, and $30,000 in the quarter ended August 31, 2019, and had accrued compensation payable in stock to Nexit in the amount of $20,000 for services. The balance accrued as stock compensation payable is classified as a long-term liability since it will be settled with shares of the Company’s common stock.

The Company has no written agreement with the officers and directors regarding repayment of these amounts and each officer and director has indicated that the balances will likely be settled by issuance of common stock at a future date. The balances do not bear interest and no payments are due at this time. The amounts have been classified as long-term liabilities on the balance sheet to reflect the likelihood that the balances will be satisfied in common stock.

Long-Term Incentive Plans.

We do not provide its officers or employees with pension, stock appreciation rights, long-term incentive or other plans and has no intention of implementing any of these plans for the foreseeable future.

Employee Pension, Profit Sharing or other Retirement Plans.

We do not have a defined benefit, pension plan, profit sharing or other retirement plan, although it may adopt one or more of such plans in the future.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

FOR SECURITIES ACT LIABILITIES

Article 5 of our Articles of Incorporation provides that, to the fullest extent permitted by law, no director or officer shall be personally liable to the corporation or its shareholders for damages for breach of any duty owed to the corporation or its shareholders.

Article 6 of our Articles of Incorporation provides that, to the fullest extent permitted by the General Corporation Law of the State of Nevada we will indemnify our officers and directors from and against any and all expenses, liabilities, or other matters.

Article IX of our Bylaws further addresses indemnification of our directors and officers and allows us to indemnify our directors in the event they meet certain criteria in terms of acting in good faith and in an official capacity within the scope of their duties, when such conduct leads them to be involved in a legal action.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

AVAILABLE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the resale of shares of our common stock by the Selling Shareholders. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits filed therewith. For further information about us, our common stock and the Selling Shareholders, reference is made to the registration statement and the exhibits filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and in each instance we refer you to the copy of such contract or other document filed as an exhibit to the registration statement.

Upon effectiveness of this registration statement, we will become subject to the information and periodic reporting requirements of the Exchange Act and, in accordance therewith, we will file periodic reports. You can read our SEC filings, including the registration statement, over the internet at the SEC’s website at www.sec.gov.

EXPERTS

The financial statements of MJ HARVEST, INC. as of May 31, 2019 and May 31, 2018 and for the years ended May 31, 2019 and May 31, 2018, and the balance sheets of MJ HARVEST, INC. as of May 31, 2019 and May 31, 2018 have been included herein in reliance upon the reports of DeCoria, Maichel, and Teague, P.S., independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

MJ HARVEST, INC.

Contents

		Page

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-2


FINANCIAL STATEMENTS - YEAR ENDED MAY 31, 2019 AND 2018:

Consolidated balance sheets		F-4

Consolidated statements of operations		F-5

Consolidated statements of changes in stockholders’ equity (deficit)		F-6

Consolidated statements of cash flows		F-7

Notes to consolidated financial statements		F-8 to F-19

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
of MJ Harvest, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of MJ Harvest, Inc. (“the Company”) as of May 31, 2019 and 2018, the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2018 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The Company’s ability to continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has an accumulated deficit through May 31, 2019 and has operating losses since its inception. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

F-2

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

DeCoria, Maichel & Teague P.S.

August 30, 2019

Spokane, Washington

We have served as the Company's auditor since 2016

F-3

MJ HARVEST, INC.

Consolidated Balance Sheets

May 31, 2019 and 2018

					2019		2018
			ASSETS
CURRENT ASSETS:
	Cash			$	13,592	$	3,277
	Accounts receivable				9,191		720
	Inventory				56,205		23,067
		Total current assets			78,988		27,064

	Deposits				480		5,900
	Fixed assets, net				20,919		-
	Intangible assets				150,000		328,137

		Total Assets		$	250,387	$	361,101

			LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
	Accounts payable			$	2,232	$	15,468
	Other current liabilities				13,683		200
		Total current liabilities			15,915		15,668

	Compensation payable in common stock				127,125		-
	Advances from related parties				539,704		41,249
			Total Liabilities		682,744		56,917

COMMITMENTS AND CONTINGENCIES (Note 4)

STOCKHOLDERS’ EQUITY (DEFICIT):
	Preferred stock, par value $0.0001, 5,000,000 shares authorized,
		no shares issued and outstanding			-		-
	Common stock, $0.0001 par value per share, 50,000,000 shares
		authorized, 18,758,739 and 17,598,739 issued and outstanding,
		respectively			1,876		1,760
	Additional paid-in capital				1,784,486		1,418,227
	Accumulated deficit				(2,218,719)		(1,256,448)
		Stockholder's equity before non-controlling interest	Total stockholder's equity (deficit)		(432,357)		163,539
	Non-controlling interest				-		140,645
			Total Stockholders' Equity (Deficit)		(432,357)		304,184
			Total Liabilities and Stockholders' Equity (Deficit)	$	250,387	$	361,101

The accompanying notes are an integral part of these consolidated financial statements.

F-4

MJ HARVEST, INC.

Consolidated Statements of Operations

For the years ended May 31, 2019 and 2018

				2019		2018
REVENUE			$	72,654	$	1,520
COST OF REVENUE				24,597		336
		Gross profit		48,057		1,184

OPERATING EXPENSES:
	Officer and director compensation			358,842		420,195
	General and administrative			84,227		19,287
	Impairment of intangible assets			178,137
	Professional fees and contract services			383,392		294,007
		Total operating expenses		1,004,598		733,489

NET LOSS FROM OPERATIONS				(956,541)		(732,305)

Allocation of (gain) loss attributable to non-controlling interest				(5,730)		27,492
NET LOSS ATTRIBUTABLE TO MJ HARVEST, INC.			$	(962,271)	$	(704,813)

NET LOSS PER COMMON SHARE - Basic and diluted			$	(0.053)	$	(0.047)

	WEIGHTED AVERAGE NUMBER OF COMMON
		SHARES OUTSTANDING - Basic and diluted		18,078,635		15,032,616

The accompanying notes are an integral part of these consolidated financial statements.

F-5

MJ HARVEST, INC.

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

For the years ended May 31, 2019 and 2018

						Additional
		Common Stock				Paid-In		Accumulated		Non-controlling
		Shares		Amount		Capital		Deficit		Interest		Total

BALANCES, May 31, 2017		13,944,339	$	1,393	$	504,994	$	(551,635)	$	-	$	(45,248)

	Stock exchanged for advances from related parties	536,400		54		134,046		-		-		134,100
	Share based compensation	2,438,000		244		609,256		-		-		609,500
	Acquisition of minority interest in G4	500,000		50		124,950		-		168,137		293,137
	Stock issued for cash	180,000		19		44,981		-		-		45,000
	Net loss for the year ended May 31, 2018	-		-		-		(704,813)		(27,492)		(732,305)

	BALANCES, May 31, 2018	17,598,739	$	1,760	$	1,418,227	$	(1,256,448)	$	140,645	$	304,184

	Acquisition of minority interest in G4	80,000		8		96,367		-		(146,375)		(50,000)
	Share based compensation	1,080,000		108		269,892		-		-		270,000
	Net income (loss) for the year ended May 31, 2019	-		-		-		(962,271)		5,730		(956,541)

	BALANCES, May 31, 2019	18,758,739	$	1,876	$	1,784,486	$	(2,218,719)	$	-	$	(432,357)

The accompanying notes are an integral part of these consolidated financial statements.

F-6

MJ HARVEST, INC.

Consolidated Statements of Cash Flows

For the years ended May 31, 2019 and 2018

			2019		2018

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(956,541)	$	(732,305)
Adjustments to reconcile net loss to net cash
used in operating activities:
	Share based compensation		270,000		609,500
	Depreciation		4,190		-
	Impairment of intangible assets		178,137		-
	Deposits for operating expenses		(480)
Changes in operating assets and liabilities:
	Accounts receivable		(8,471)		(720)
	Inventory		(33,138)		(8,067)
	Stock issuable for compensation		127,125
	Accounts payable and other current liabilities		247		11,669
	NET CASH (USED IN) OPERATING ACTIVITIES		(418,931)		(119,923)

CASH FLOWS FROM INVESTING ACTIVITIES
	Cash used in acquisition of G4		(50,000)		(50,000)
	Deposits on fixed assets		-		(5,900)
	Acquisition of fixed assets		(19,209)		-
	NET CASH (USED) IN INVESTING ACTIVITIES		(69,209)		(55,900)

CASH FLOWS FROM FINANCING ACTIVITIES
	Stock issued for cash		-		45,000
	Proceeds from advances from related parties		498,455		134,100
	NET CASH PROVIDED BY FINANCING ACTIVITIES		498,455		179,100


NET CHANGE IN CASH AND CASH EQUIVALENTS			10,315		3,277

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR			3,277		-

CASH AND CASH EQUIVALENTS END OF YEAR		$	13,592	$	3,277

Non cash financing and investing activities:
	Stock exchanged for advances to related parties	$	-	$	134,100
	Stock issued for acquisition of G4	$	20,000		125,000

The accompanying notes are an integral part of these consolidated financial statements.

F-7

MJ HARVEST, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

In September 2018, the Company filed a Notification of Change with FINRA and OTC Markets to obtain approval of a name change to MJ Harvest, Inc. and a change of trading symbol to MJHI. Following approval of the change by FINRA and OTC Markets, the Company filed amended and restated articles of incorporation with the State of Nevada to reflect the name change with an effective date of September 18, 2018.

On December 7, 2018, the Company acquired the remaining 51% of G4 Products LLC, making it a wholly owned subsidiary. On April 10, 2019, the Company formed AgroExports.CA ULC (“Agro Canada”), a wholly owned Canadian subsidiary in order to facilitate online payments in the Canadian Market. Sales in Canada are currently serviced through a fulfillment center in Toronto.

Basis of Presentation and Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s fiscal year-end is May 31.

The consolidated financial statements of the Company for the year ended May 31, 2019, include the accounts of the Company and its wholly owned subsidiaries AgroExports LLC (“Agro”), G4 Products LLC (“G4”), and AgroExports.CA ULC. G4 was a 51% owned subsidiary in 2018 and the financial statements for the year ended May 31, 2019 included a non-controlling interest for G4. All intercompany transactions have been eliminated. Subsidiaries are consolidated from the date of acquisition, that being the date on which the Company has the power to govern financial and operating policies of the entities acquired. The financial statements of the subsidiaries are reported for the same reporting period as the parent, using consistent accounting policies in all material respects. Non-controlling interest in the consolidated balance sheets represents the minority members’ proportionate share of equity in G4. Consolidated net income (loss) is allocated to the Company and non-controlling interest (minority stockholder) in proportion to their percentage ownership.

F-8

MJ HARVEST, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Continued:

Going Concern

The Company has an accumulated deficit of $2,218,719 which, among other factors, raises substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

In the year ended May 31, 2018, the acquired a 51% interest in certain intangible assets and in the year ended May 31, 2019, the Company acquired the remaining 49% of the intangible assets. The intangible assets serves as a building block for the Company’s efforts to grow revenues. In the year ended 2019, the Company began generating operating revenue but the level of revenue from the current product line is not sufficient to support profitable operations with the current overhead. Additional acquisitions and business opportunities are now under consideration. Management intends to finance operating costs over the next twelve months with advances from directors and/or a private placement or public offering of common stock. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Share based compensation, impairment of long-lived assets, amortization of intangible assets, and income taxes are subject to estimates. Actual results could differ from those estimates.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current year presentation.

New Accounting Standards

Revenue Recognition: In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09 Revenue Recognition, replacing guidance currently codified in Subtopic 605-10 Revenue Recognition-Overall. The new ASU establishes a new five step principles-based framework in an effort to significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets.

In August 2015, the FASB issued ASU No. 2015-14 Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. ASU No. 2015-14 defers the effective date of ASU No. 2014-09 until annual and interim reporting periods beginning after December 15, 2017. We have performed an assessment of the impact of implementation of ASU No. 2014-09, and concluded it will not change the timing of revenue recognition or amounts of revenue recognized compared to how we recognize revenue under our current policies. ASU No. 2014-09 will require additional disclosures, where applicable, on (i) contracts with customers, (ii) significant judgments and changes in judgments in determining the timing

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MJ HARVEST, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Continued:

of satisfaction of performance obligations and the transaction price, and (iii) assets recognized for costs to obtain or fulfill contracts. The Company does not anticipate the disclosure requirements under the ASU to have a material change on how it presents information regarding its revenue streams as compared to existing GAAP. The Company will expand its financial statement disclosures in order to comply with the standard.

Leases: In February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842). The update modifies the classification criteria and requires lessees to recognize the assets and liabilities on the balance sheet for most leases longer than one year. The update is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. As of May 31, 2019, the Company had no leases and the update is not expected to have a material effect on the financial statements.

Fair Value Measurements

GAAP specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The Company has no financial instruments subject to fair value measurement on a recurring basis.

Financial Instruments

The carrying amounts of cash and advances from related parties reported on the balance sheets approximate their fair value as of May 31, 2019 and 2018.

Cash and cash equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less when acquired to be cash equivalents.

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MJ HARVEST, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Continued:

Revenue Recognition

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company recognizes revenue from the sale of products and services in accordance with ASC 606,”Revenue Recognition”. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

·	identify the contract with a customer;
·	identify the performance obligations in the contract;
·	determine the transaction price;
·	allocate the transaction price to performance obligations in the contract; and
·	recognize revenue as the performance obligation is satisfied.

Provision for sales incentives, discounts and returns and allowances, if applicable, are accounted for as reductions of revenue in the period the related sales are recorded. The company had no warranty costs associated with the sales of its products in the periods presented in the accompanying Consolidated Statements of Operations and no provision for warranty expenses has been included.

Inventory

Inventory consists of purchased products and are stated at the lower of cost or market, with cost being determined using the average cost method. Allowances for obsolete inventory are recognized when the inventory is determined to be unsalable through the normal course of business.

Fixed Assets

Fixed assets consist of molds used in the manufacturing process and are recorded at cost. Maintenance, repairs, and minor replacements are expensed as incurred. Gains or losses on disposition or retirement of property and equipment are recognized in operating expenses. Depreciation is computed using the straight-line method over the estimated useful lives of the molds which is five years.

Accounting for Acquisitions

We recognize and measure identifiable assets acquired and liabilities assumed in acquired entities in accordance with ASC 805, Business Combinations. The allocation of the purchase consideration for acquisitions can require extensive use of accounting estimates and judgments to allocate the purchase consideration to the assets acquired and liabilities assumed based on their respective fair values. The excess of the fair value of purchase consideration over the values of the identifiable assets and liabilities is recorded as goodwill. Critical estimates in valuing certain identifiable assets include but are not limited to expected long-term revenues; future expected operating expenses; cost of capital; assumed attrition rates; and discount rates.

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MJ HARVEST, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Continued:

Intangible Assets

We account for intangible assets in accordance with ASC 350 ”Intangibles-Goodwill and Other” (“ASC 350”). ASC 350 requires that intangible assets with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. Application of the intangible asset impairment test requires judgment, including the identification of intangible assets and determining their fair value. Significant judgments required to estimate the fair value of intangible assets include estimating future cash flows, determining appropriate discount rates and other assumptions. If the evaluation indicates that the carrying amount of an asset may not be recoverable, the potential impairment is measured based on a fair value discounted cash flow model. Changes in estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.

Income taxes

The Company utilizes the liability method of accounting for income taxes which requires that deferred tax assets and liabilities be recorded to reflect the future tax consequences of temporary differences between the book and tax basis of various assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Additionally, deferred tax assets are evaluated, and a valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized. There can be no assurance that the Company’s future operations will produce sufficient earnings so that the deferred tax asset can be fully utilized. The Company currently maintains a full valuation allowance against net deferred tax assets.

Net Earnings (Loss) Per Share

Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which the Company incurs losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive. During the years ended May 31, 2019 and 2018, the Company had no common stock equivalents outstanding.

Share-Based Payments

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MJ HARVEST, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Continued:

factors. The fair value of the underlying common shares will be determined by management until such time as the shares are listed on an established stock exchange, national market system or other quotation

system and the trading volume is sufficient to support a determination that an active market exists. The Company recognizes the fair value of goods or services received in share-based payment transactions based upon the fair value of the goods or services received when the fair value of the goods and services is a more reliable measurement of fair value than the equity instruments issued.

NOTE 2 –ACQUISITIONS OF G4

On November 17, 2017, the Company acquired a controlling 51% interest in G4 Products, LLC (“G4”), a newly formed Nevada limited liability company that owned a provisional patent on a device used in stripping buds from plants (the Product) from Original Ventures, Inc. (“Original Ventures”). On December 7, 2018, the Company acquired the remaining 49% interest in G4 from Original Ventures.

The Company paid $175,000 to Original Ventures for the initial 51% contributed interest in G4. The initial purchase price was paid $50,000 in cash and 500,000 in shares of the Company’s common stock with an estimated fair value at $0.25 per share, or $125,000. The sole intangible asset of G4 at the time of the acquisition was a provisional U. S. Patent application. As part of the acquisition transaction, 5,000 units of the Product were also sold to G4 at a cost of $3.00 per unit or $15,000 in the aggregate. Management estimated that the fair value of the intangible asset was $328,137, based upon the value of Original Venture’s non-controlling interest of 49% and the consideration paid by the Company. The inventory was assigned a fair value of $15,000 based upon its cost.

In December 2018, the Company paid an additional $50,000 in cash and 80,000 shares of Company’s common stock with an estimated fair value at $0.25 per share or $20,000. The Company’s common stock is quoted on the Pink Open Market. During the past several years minimal trading activity has taken place, primarily due to the limited number of shares in the public float and the fact that the Company does not currently know if market makers are or would be willing to make a market in the Company’s shares. Accordingly, the Company believes that no active market for the Company’s securities currently exists and estimates the fair value of its common stock based upon the most recent cash sales of shares which occurred at $0.25 per share.

At the time of the second acquisition of the interest in G4, the assets of G4 consisted primarily of the provisional U.S. Patent application and certain other international patent applications.

The G4 acquisition was undertaken because of its strategic fit with the Company’s business plan. Subsequently, the U.S. Patent and Trademark Office (“USPTO”) has issued a notice of allowance and the Company expects that patent issuance is imminent. Once the patents issue, the Company will begin amortizing the cost of the intangible asset over the life of the patent. During the provisional patent period and the patent pending period, the Company will continue to assess the value of the intangible asset and will write off all or a portion of the intangible asset if the valuation determines that the intangible asset has become impaired.

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MJ HARVEST, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 –ACQUISITIONS OF G4, Continued:

The acquisition-related expenses incurred during the year ended May 31, 2018, and during the year ended May 31, 2019 were insignificant and are included in general and administrative expenses in the Company’s consolidated financial position and results of operations.

The acquisition agreement for the initial purchase of 51% of G4 and for the follow-on acquisition of the remaining 49% interest in G4 included certain earnout provisions that are described in Note 4 – Commitments and Contingencies.

NOTE 3 – RELATED PARTY TRANSACTIONS

In addition to the related party transactions discussed in Note 5, during the year ended May 31, 2018, Jerry Cornwell, the Company’s President and a director, paid expenses totaling $1,352 on behalf of the Company. This balance is included in accounts payable in the consolidated financial statements at May 31, 2019 and 2018. As of May 31, 2019, and 2018, there was also a payable to Mr. Cornwell in the amount of $15,696 that is classified as a long-term liability as it is anticipated to be settled with shares of the Company’s common stock.

Prior to June 1, 2017, David Tobias, a majority shareholder and director, paid expenses on behalf of the Company totaling $25,553. During the year ended May 31, 2019, Mr. Tobias advanced $50,000 to the Company for operating expenses. As of May 31, 2019 and 2018, there were advances payable to Mr. Tobias in the amounts of $75,553 and $25,553, respectively, that are classified as long-term liabilities as it is anticipated they will be settled with shares of the Company’s common stock.

During the year ended May 31, 2019, Patrick Bilton, a director and the Company’s Chief Executive Officer, paid expenses on behalf of the Company totaling $47,455 and also advanced $401,000 to the Company for operating expenses. As of May 31, 2019, and 2018, there were payables to Mr. Bilton in the amounts of $448,455 and $ -0-, respectively that are classified as long-term liabilities as it is anticipated they will be settled with shares of the Company’s common stock.

In addition, at May 31, 2019, the Company also had accrued compensation payable in common stock to Mr. Bilton in the amount of $60,000 for services which will be paid with 240,000 shares of the Company’s common stock in the year ended May 31, 2020.

During the year ended May 31, 2019, the Company paid Nexit, Inc., a company wholly owned by Brad Herr, the Company’s Chief Financial Officer, $112,500 and had accrued compensation payable in stock to Nexit in the amount of $15,000 for services which will be paid with 60,000 shares of the Company’s common stock.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

The agreement for the acquisition of G4 from Original Ventures includes earn-out provisions that provide for Original Ventures to “earn-out” additional compensation dependent upon product sales. As of May 31, 2019 and 2018, no earnout compensation was owed by G4 to Original Ventures. The earn-out provision is applicable to sales of G4’s products for calendar years 2018-2020. The earn-out compensation due Original Ventures is based upon a calculation of sales of G4’s products less the Company’s original

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MJ HARVEST, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 – COMMITMENTS AND CONTINGENCIES, Continued:

investment in G4. If any earnout is due to Original Ventures based on sales in calendar years 2019 and 2020, the earnout will be paid in common stock of the Company in accordance with the agreement.

In addition, an earn-out compensation payment of $100,000, payable in shares of the Company’s common stock, will be due Original Ventures upon the issuance of the non-provisional patent to G4. The Company received notice that the US Patent and Trademark Office has allowed the patents on the debudder products and the patents are expected to be issued before the end of September 2019. The issuance of the patents will occur in our fiscal year ending May 31, 2020 and the earnout compensation due on the issuance will be recorded when the patents are issued.

NOTE 5 – SHARE CAPITAL

The authorized capital of the Company consists of 50,000,000 common shares with a par value of $0.0001 per share, and 5,000,000 preferred shares with a par value of $0.0001 per share.

As of May 31, 2019 and 2018, there were 18,758,739 and 17,598,739, respectively, of shares of common stock outstanding and there were no preferred shares issued and outstanding.

During the year ended May 31, 2019, shares of common stock were issued to related and non-related parties for acquisitions, and services. The following table breaks out the issuances by type of transaction and by related and non-related parties:

	Cash		Services		Debt Repayment		Acquisitions		Total
	Shares	Value	Shares	Value	Share	Value	Shares	Value	Shares	Value
Related Parties
Patrick Bilton	-	$ -	560,000	$ 140,000	-	$ -	-	$ -	560,000	$ 140,000
David Tobias	-	-	-	-	-	-	-	-	-	-
Jerry Cornwell	-	-	-	-	-	-	-	-	-	-
Brad Herr	-	-	120,000	30,000	-	-	-	-	120,000	30,000
Total for related Parties	-	$ -	680,000	$ 170,000	-	$ -	-	$ -	680,000	$ 170,000

Unrelated Parties	-	$ -	400,000	$ 100,000	-	$ -	80,000	$ 20,000	480,000	$ 120,000

Aggregate Totals	-	$ -	1,080,000	$ 270,000	-	$ -	80,000	$ 20,000	1,160,000	$ 290,000

In addition, the Company issued 80,000 shares of its common stock with an estimated fair value of $0.25 per share, or $20,000, in connection with its acquisition of G4 (See Note 2). The Company believes that no active market for the Company’s securities currently exists and estimates the fair value of its common stock based upon the most recent cash sales of shares.

The Company also accrued an aggregate of $127,125 of services payable in common stock as of May 31, 2019. This will result in the issuance of 508,500 shares of common stock in the year ending May 31, 2020. Of this amount, $75,000 was payable to related parties. See Note 2.

During the year ended May 31, 2018, shares of common stock were issued to related and non-related parties for cash, services, acquisitions and advances repayment. The following table breaks out the issuances by type of transaction and by related and non-related parties:

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MJ HARVEST, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – SHARE CAPITAL, Continued:

	Cash		Services		Debt Repayment		Acquisitions		Total
	Shares	Value	Shares	Value	Share	Value	Shares	Value	Shares	Value
Related Parties
Patrick Bilton	-	$ -	1,070,000	$ 267,500	356,400	$ 89,100	-	$ -	1,426,400	$ 356,600
David Tobias	40,000	10,000	220,000	55,000	100,000	25,000	-	-	360,000	$ 90,000
Jerry Cornwell	-	-	220,000	55,000	80,000	20,000	-	-	300,000	$ 75,000
Brad Herr	-	-	60,000	15,000	-	-	-	-	60,000	$ 15,000
Total for related Parties	40,000	$ 10,000	1,570,000	$ 392,500	536,400	$ 134,100	-	$ -	2,146,400	$ 536,600

Unrelated Parties	140,000	35,000	868,000	217,000	-	-	500,000	$ 125,000	1,508,000	377,000

Aggregate Totals	180,000	$ 45,000	2,438,000	$ 609,500	536,400	$ 134,100	500,000	$ 125,000	3,654,400	$ 913,600

In addition, the Company issued 500,000 shares of its common stock with an estimated fair value of $0.25 per share, or $125,000, in connection with its acquisition of G4 (See Note 2), sold 180,000 shares of its common stock for $45,000 cash, and issued 526,400 shares to related parties in exchange for advances payable to them of $134,100. The Company believes that no active market for the Company’s securities currently exists and estimates the fair value of its common stock based upon the most recent cash sales of shares.

Shares issued to non-related parties in the years ended May 31, 2019 and 2018, were issued to non-employee contractors for services rendered during the periods. Share based compensation expense is recognized on non-employee awards on the date granted and based upon management’s estimate of fair value of the securities issued. The Company estimated the fair value of the common stock to be $0.25 per share at the times of issuance. The Company believes that no active market for the Company’s securities currently exists and estimates the fair value of its common stock based upon the most recent cash sales of shares.

NOTE 6 – INCOME TAXES

The Company did not recognize a tax provision or benefit for the years ended May 31, 2019 and 2018 due to ongoing net losses and a valuation allowance. At May 31, 2019, the Company had net deferred tax assets which will not be realized and are fully reserved by valuation allowances.

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the "Act") resulting in significant modifications to existing law. The primary impact of the Act in fiscal year 2018 is a reduction of the federal statutory tax rate from 35% to the weighted average rate of 29%, based upon a 35% effective rate for the first seven months of the Company’s fiscal year, and 21% for last five months of the Company’s fiscal year 2018, consistent with Internal Revenue Code Section 15. The final impact of the Act may differ due to and among other things, changes in interpretations, assumptions made, the issuance of additional guidance, and actions the Company may take as a result of the Act. The Company’s net deferred tax asset was reduced by approximately $208,000 during the year ended May 31, 2018, which consisted primarily of the re-measurement of federal deferred tax assets and liabilities from the previous rate of 35% to the newly enacted rate of 21%.

The components of the Company’s net deferred tax assets at May 31 are as follows:

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MJ HARVEST, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – INCOME TAXES, Continued:

	2019			2018
Net operating loss carryforward	$	428,522		$	263,854
Intangible asset		37,409			—
Total deferred tax assets		465,931			263,854
Valuation allowance		(465,931	)		(263,854	)
Net deferred tax assets	$	—		$	—

During the years ended May 31, 2019 and 2018, the Company had approximately $2,218,000 and $1,256,000 of Federal net operating losses available to carryforward, respectively. These net operating losses will expire in various amounts from 2035 through 2038, with the exception of approximately $800,000, which do not expire but future usage of which is limited to 80% of taxable income in the year of usage.

The reconciliation of the federal income tax rate and the Company’s tax provision (benefit) is as follows:

	2019			2018
Provision (benefit) computed using the statutory rate	$	(202,077)	(21)%	$	(204,396)	(29)%
Impact of change in statutory tax rate		-	0%		133,264	20%
Change in valuation allowance		202,077	21%		71,132	9%
Total income tax provision (benefit)	$	-	0%	$	-	0%

The Company has analyzed its filing positions in all jurisdictions where it is required to file income tax returns and found no positions that would require a liability for uncertain income tax benefits to be recognized. The Company is subject to possible tax examinations for the fiscal years 2014 through 2018. Prior year tax attributes could be adjusted by taxing authorities. If applicable, the Company will deduct interest and penalties as interest expense on the financial statements.

NOTE 7 – NON-CONTROLLING INTEREST

In the year ended May 31, 2018, the Company acquired a 51% interest in G4 Products LLC. The Company recognized the 49% non-controlling interest in the ownership of G4 as of the date of the acquisition. The non-controlling interest was reduced by $27492 during the year ended May 31, 2018 representing its share of the losses incurred that were attributable to the minority interest.

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MJ HARVEST, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 – NON-CONTROLLING INTEREST, Continued:

In December 2018, the Company acquired the remaining 49% interest in G4 for aggregate consideration of $70,000 (see Note 2). During the year ended May 31, 2019, the non-controlling interest earned $5,730 of net income prior to the Company’s acquisition of the remaining 49%.

As a result of the acquisition, the Company owned 100% of G4. The non-controlling interest equity balance of $146,375 less the consideration paid was eliminated through additional paid-in capital as a result.

NOTE 8 – IMPAIRMENT OF INTANGIBLE ASSETS

The Company performed a year-end impairment analysis of the carrying value of its intangible assets. The analysis was triggered by the acquisition of the non-controlling interest during the year ended May 31, 2019 and the lower than expected revenues generated from sales of its products during the year. The analysis included an evaluation of expected future revenues and earnings from the intangible assets and determined that a reasonable value for the intangible assets was $150,000 at May 31, 2019, and as a result recording an impairment loss of $178,137 for the year ended May 31, 2017.

Based on future earning potential from the intangible assets, the length of time remaining on the patents, and the historical sales of the product to date, management believes that the recorded value of the intangible assets totaling $150,000 is reasonable. The Company received notice of allowance for the patents and the patents are expected to issue sometime in the Fall 2019. The Company will continue to evaluate the intangible assets for additional impairments as appropriate in future periods.

NOTE 9 – REVENUE

The Company product revenue is generated exclusively though sales of its debudder products. The Company’s customers, to which trade credit terms are extended, consist of foreign and domestic companies. Domestic sales for the fiscal year were $39,061. Sales to foreign customers for the fiscal year were $33,593.

Shipments to two customers during the year ended May 31, 2019 totalled to $58,307 or 80% of sales in that year. As of May 31, 2019, there were $3,234 of accounts receivable from these customers.

NOTE 10 – SUBSEQUENT EVENTS

The Company has evaluated all events subsequent to the end of the Company’s reporting period up through the release date of these financial statements (August 30, 2019), and determined that no other events, recognized or unrecognized require disclosure in the basic financial statements. In July 2019, the Company received notice from the United State Patent and Trademark Office that its patent applications relating the debudder products had been allowed. The Company expects the patents to be issued before

F-18

MJ HARVEST, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 – SUBSEQUENT EVENTS, Continued:

the end of September 2019, and the issuance will trigger an earnout distribution of $100,000, payable in the Company’s common stock, to the inventor pursuant to the agreement for the acquisition of G4. The Company has also entered into a verbal commitment to pursue development of a hemp clone farm in Florida as soon as the State of Florida approves the regulatory provisions governing hemp cultivation. Florida has drafted the regulations, solicited comment, and is expected to approve the regulatory framework later this fall. Upon approval, the Company intends to formalize its relationship with the landowner for development of the hemp cloning operation and commence the operation as soon as possible. The Company continues to actively seek new product distribution arrangements with third parties and is in the process of formalizing agreements with several product companies that will expand the Company’s product portfolio in the fiscal year ending May 31, 2020.

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MJ Harvest, Inc.

Contents

FINANCIAL STATEMENTS – Quarter Ended August 31, 2019:		Page

	Consolidated Balance Sheets	F-21

	Consolidated Statements of Operations	F-22

	Consolidated Statements of Changed in Stockholders’ Equity (Deficit)	F-23

	Consolidated Statements of Cash Flows	F-24

	Notes to Consolidated Financial Statements	F-25-F-33

F-20

MJ HARVEST, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)

					31-Aug		May 31,
					2019		2019
			ASSETS
	CURRENT ASSETS:
		Cash		$	11,966	$	13,592
		Accounts receivable			12,712		9,191
		Inventory			53,563		56,205
			Total current assets		78,241		78,988

	NON-CURRENT ASSETS:
		Machinery and equipment - net			19,659		20,919
		Deposits			-		480
		Intangible asset			150,000		150,000
			Total non-current assets		169,659		171,399

			Total Assets	$	247,900	$	250,387

			LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
	Accounts payable and other liabilities			$	17,143	$	15,915
LONG-TERM LIABILITIES
	Common stock payable				191,500		127,125
	Advances from related parties				664,663		539,704
			Total long-term liabilities		856,163		666,829

			Total Liabilities		873,306		682,744

COMMITMENTS AND CONTINGENCIES (Note 4)

STOCKHOLDERS’ EQUITY (DEFICIT):
	Preferred stock, par value $0.0001, 5,000,000 shares authorized,
		no shares issued and outstanding			-		-
	Common stock, $0.0001 par value per share, 50,000,000 shares
		authorized, 19,111,739 and 18,758,739 issued and
		outstanding, respectively			1,911		1,876
	Additional paid-in capital				1,872,701		1,784,486
	Accumulated deficit				(2,500,018)		(2,218,719)
		Stockholder's equity before non-controlling interest Total Stockholder's deficit			(625,406)		(432,357)
			Total Liabilities and Stockholders' deficit	$	247,900	$	250,387

F-21

MJ HARVEST, INC.

STATEMENTS OF OPERATIONS

(unaudited)

				Three months ended
				August 31,		August 31,
				2019		2018

REVENUE			$	20,960	$	18,386
	Cost of sales			12,444		6,259
		Gross profit		8,516		12,127

OPERATING EXPENSES:
	Officer and director compensation			150,000		60,000
	General and administrative			34,856		2,609
	Professional fees and contract services			104,959		87,008
		Total operating expenses		289,815		149,617

NET LOSS FROM OPERATIONS				(281,299)		(137,490)

Net income attributable to non-controlling interest				-		(1,735)

NET LOSS ATTRIBUTABLE TO MJ HARVEST, INC.			$	(281,299)	$	(139,225)

NET LOSS PER COMMON SHARE - Basic and diluted			$	(0.01)	$	(0.01)

	WEIGHTED AVERAGE NUMBER OF COMMON
		SHARES OUTSTANDING - Basic and diluted		18,777,924		17,655,652

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MJ HARVEST, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED AUGUST 31, 2019 AND 2018

(unaudited)

					Additional
	Common Stock				Paid-In		Accumulated			Non-controlling
	Shares		Amount		Capital		Deficit			Interest		Total

BALANCES, May 31, 2018		17,598,739	$	1,760	$	1,418,227	$	(1,256,448	)	$	140,645	$	304,184

Shares issued for compensation		119,000		12		29,738		—			—		29,750
Net loss for the three months ended August 31, 2018		—		—		—		(139,225	)		1,735		(137,490	)

BALANCES, August 31, 2018		17,717,739	$	1,772	$	1,447,965	$	(1,395,673	)	$	142,380	$	196,444


BALANCES, May 31, 2019		18,758,739	$	1,876	$	1,784,486	$	(2,218,719	)	$	—	$	(432,357	)

Shares issued for compensation		353,000		35		88,215		—			—		88,250
Net loss for the three months ended August 31, 2019		—		—		—		(281,299	)		—		(281,299	)

BALANCES, August 31, 2019		19,111,739	$	1,911	$	1,872,701	$	(2,500,018	)	$	—	$	(625,406	)

F-23

MJ HARVEST, INC.

STATEMENTS OF CASH FLOWS

(unaudited)

			Three months ended
			August 31,		August 31,
			2019		2018

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(281,299)	$	(137,490)
Adjustments to reconcile net loss to net cash
used in operating activities:
	Depreciation		1,260		750
	Share based compensation		152,625		89,750
Changes in operating assets and liabilities:
	Accounts receivable		(3,521)		(18,386)
	Inventory		2,642		(18,283)
	Deposits		480		-
	Accounts payable and other current liabilities		1,228		(8,469)
	NET CASH (USED IN) OPERATING ACTIVITIES		(126,585)		(92,128)

CASH FLOWS FROM INVESTING ACTIVITIES
	Purchases of machinery and equipment		-		(14,809)
	Deposits		-		5,900
	NET CASH (USED) IN INVESTING ACTIVITIES		-		(8,909)

CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from advances by related parties		124,959		105,000
	NET CASH PROVIDED BY FINANCING ACTIVITIES		124,959		105,000


NET CHANGE IN CASH AND CASH EQUIVALENTS			(1,626)		3,963

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR			13,592		3,277

CASH AND CASH EQUIVALENTS END OF YEAR		$	11,966	$	7,240

Non-cash financing and investing activities
	Shares issued for Common stock payable	$	88,250	$	-

F-24

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Basis of Presentation and Consolidation

The Company’s fiscal year-end is May 31. The unaudited financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim financial statements have been included. Operating results for the three-month period ended August 31, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending May 31, 2020.

For further information refer to the financial statements and footnotes thereto in the Company’s Annual Report on Form 10-K for the year ended May 31, 2019.

The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries AgroExports LLC (“Agro”), G4 Products LLC (“G4”), and AgroExports.CA ULC. G4 was a 51% owned subsidiary in 2018 and the Statement of Operations for the three months ended August 31, 2018 includes the net loss of the non-controlling interest in G4, represented by the non-controlling interest’s proportionate share of its ownership in G4. All intercompany transactions have been eliminated.

Going Concern

The Company has an accumulated deficit of $2,500,018 which, among other factors, raises substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

In the year ended May 31, 2018, the Company acquired a 51% interest in G4, a controlled subsidiary that owned certain intangible assets and in the year ended May 31, 2019, the Company acquired the remaining 49% of G4 and thereby became the sole owner of the intangible assets. The intangible assets serve as a building block for the Company’s efforts to grow revenues. In the year ended 2019, the Company began generating operating revenue but the level of revenue from the current product line is expected to not be sufficient to support profitable operations in the fiscal year ending May 31, 2020. Additional acquisitions and business opportunities are under consideration but has not reached agreement with any acquisition candidates or business opportunities. Management intends to finance operating costs over the next twelve months with advances from directors and/or a private placement or public offering of common stock. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.

Use of Estimates

F-25

Reclassifications

Certain prior period amounts have been reclassified to conform with the current period presentation.

New Accounting Standards

Leases: In February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842). The update modifies the classification criteria and requires lessees to recognize the assets and liabilities on the balance sheet for most leases longer than one year. The update is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company adopted the new standard on June 1, 2019 and as of August 31, 2019, the Company had no leases and the update did not have a material effect on the financial statements.

Nonemployee compensation: In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation, Improvements to Nonemployee Share-Based Payment Accounting. ASU No. 2018-07 expands the scope of Accounting Standards Codification (ASC) 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The update is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company adopted the new standard on June 1, 2019 and the impact of this update had no material effect on its consolidated financial statements and related disclosures.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

Fair Value Measurements

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The Company has no assets or liabilities subject to fair value measurement on a recurring basis.

Financial Instruments

The carrying amounts of cash and advances from related parties reported on the balance sheets approximate their fair value as of August 31, 2019 and May 31, 2019.

Cash and cash equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less when acquired to be cash equivalents.

Revenue Recognition

·	identify the contract with a customer;
·	identify the performance obligations in the contract;
·	determine the transaction price;
·	allocate the transaction price to performance obligations in the contract; and
·	recognize revenue as the performance obligation is satisfied.

F-26

Inventory

Inventory consists of purchased products and are stated at the lower of cost or net realizable value, with cost being determined using the average cost method. Allowances for obsolete inventory are recognized when the inventory is determined to be unsalable through the normal course of business.

Fixed Assets

Accounting for Acquisitions

Intangible Assets

Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization expense is included as a component of cost of product revenue. As of August 31, 2019, no amortization expense has been recognized, as the Company’s intangible assets consisted of a provisional patent. When the Company receives its non-provisional patent, it will begin amortizing the intangible asset.

Income taxes

Net Earnings (Loss) Per Share

Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which the Company incurs losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive. During the periods ended August 31, 2019 and 2018, the Company had no common stock equivalents outstanding.

F-27

Share-Based Payments

The fair value of common shares is determined by the management by considering a number of objective and subjective factors including data from other comparable companies, sales of common shares to unrelated third parties, the fair value of services provided for shares, operating and financial performance, the lack of liquidity of capital stock and general and industry specific economic outlook, among other factors. The fair value of the underlying common shares will be determined by management until such time as the shares are listed on an established stock exchange, national market system or other quotation

NOTE 2 –ACQUISITIONS OF G4

At the time of the second acquisition of the interest in G4, the assets of G4 consisted primarily of a provisional U.S. Patent application and certain other international patent applications.

NOTE 3 – RELATED PARTY TRANSACTIONS

At August 31, 2019, and May 31, 2019, the Company had advances from related parties totaling $664,663 and $539,704, respectively. These amounts are classified as long-term liabilities as it is anticipated they will be settled with shares of the Company’s common stock These amounts consisted of the following.

F-28

As of August 31, 2019, and May 31, 2019, the Company owed Mr. Jerry Cornwell, a director, $15,696.

As of August 31, 2019, and May 31, 2019, the Company owes David Tobias, a majority shareholder and director, $75,553.

As of August 31, 2019, and May 31, 2019, Patrick Bilton, a director and the Company’s Chief Executive Officer, was owed $525,959 and $401,000, respectively, for advances to the Company for operating capital and an additional $47,455 at August 31, 2019 and May 31, 2019, for expenses paid on behalf of the Company. Collectively, Mr. Bilton is owed $573,414 and $448,455, respectively, as of August 31, 2019 and May 31, 2019.

The Company also owed Mr. Cornwell $818 for expenses he paid on behalf of the Company in prior periods. This amount is classified as an account payable at August 31, 2019, and May 31, 2019.

At August 31, 2019 and May 31, 2019, the Company had common stock payable totaling $191,500 and $127,125, respectively. Of these amounts, $135,000 and $75,000, respectively, were payable to related parties. These amounts consisted of the following.

The Company also had common stock payable to Mr. Cornwell of $11,667 and -0- at August 31, 2019 and May 31, 2019, respectively, for services as a director.

The Company also had common stock payable to Mr. Tobias of $11,667 and -0- at August 31, 2019 and May 31, 2019, respectively, for services as a director.

The Company also had common stock payable to Mr. Bilton of $91,666 and $60,000 at August 31, 2019 and May 31, 2019, respectively, for services as an officer and director.

As of August 31, 2019, and May 31, 2019, the Company had common stock payable to Nexit, Inc, an entity solely owned by Brad Herr, Chief Financial Officer, of $20,000 and $15,000, respectively, for services as an officer of the Company.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

The agreement for the acquisition of G4 from Original Ventures includes earn-out provisions that provide for Original Ventures to “earn-out” additional compensation dependent upon product sales. As of August 31, 2019, and May 31, 2019, no earnout compensation was owed by G4 to Original Ventures. The earn-out provision is applicable to sales of G4’s products for calendar years 2018-2020. The earn-out compensation due Original Ventures is based upon a calculation of sales of G4’s products less the Company’s original investment in G4. If any earnout is due to Original Ventures based on sales in calendar years 2019 and 2020, the earnout will be paid in common stock of the Company in accordance with the agreement.

In addition, an earn-out compensation payment of $100,000, payable in shares of the Company’s common stock, will be due Original Ventures upon the issuance of the non-provisional patent to G4. The Company received notice that the US Patent and Trademark Office has allowed the patents on the debudder products and the patents are expected to be issued in the second fiscal Quarter ended November 30, 2019 and the earnout compensation due on the issuance will be recorded when the patents are issued. See Note 9.

NOTE 5 – SHARE CAPITAL

The authorized capital of the Company consists of 50,000,000 common shares with a par value of $0.0001 per share, and 5,000,000 preferred shares with a par value of $0.0001 per share.

As of August 31, 2019, and May 31, 2018, there were 19,111,739 and 18,758,739, respectively, of shares of common stock outstanding and there were no preferred shares issued and outstanding.

In the three months ended August 31, 2019, shares of common stock were issued to related and non-related parties for services performed in the year ended May 31, 2019 and recorded as common stock payable, and for services performed in the current period. The following table breaks out the issuances by type of transaction and by related and unrelated parties:

	Three months ended August 31, 2019
	Shares issued in the Period for:						Shares Issuable at August 31, 2019
	Common Stock Payable		Services		Total		Services in Prior Period		Current Period Services		Total
	Shares	Value	Shares	Value	Shares	Value	Shares	Value	Shares	Value	Shares	Value
Related Parties
Patrick Bilton	160,000	$ 40,000	13,333	$ 3,333	173,333	$ 43,333	80,000	$ 20,000	286,667	$ 71,667	366,667	$ 91,667
David Tobias	-	-	13,334	$ 3,334	13,334	3,334	-	-	46,666	11,667	46,666	11,667
Jerry Cornwell	-	-	13,334	$ 3,333	13,334	3,333	-	-	46,666	11,666	46,666	11,666
Brad Herr	40,000	10,000	-	-	40,000	10,000	20,000	5,000	60,000	15,000	80,000	20,000
Total for related Parties	200,000	$ 50,000	40,001	10,000	240,001	$ 60,000	100,000	$ 25,000	439,999	$ 110,000	539,999	$ 135,000

Unrelated Parties	112,999	$ 28,250	-	$ -	112,999	$ 28,250	95,501	$ 23,875	130,500	$ 32,625	226,001	$ 56,500

Aggregate Totals	312,999	$ 78,250	40,001	$ 10,000	353,000	$ 88,250	195,501	$ 48,875	570,499	$ 142,625	766,000	$ 191,500

F-29

The Company had an aggregate of $191,500 of services payable in common stock as of August 31, 2019. $48,875 of this amount relates to services performed in the prior period, and $142,625 was for services rendered in the current period. This will result in the issuance of 766,000 shares of common stock in the year ending May 31, 2020. $135,000 of the total was payable to related parties. See Note 3.

In the three months ended August 31, 2018.shares of common stock were issued to related and non-related parties for services performed in the year ended May 31, 2018. The following table breaks out the issuances by type of transaction and by related and unrelated parties:

	Three months ended August 31, 2018
	Shares issued in the Period for:												Shares Issuable at August 31, 2018
	Common Stock Payable				Services				Total				Services in Prior Period				Current Period Services				Total
	Shares		Value		Shares		Value		Shares		Value		Shares		Value		Shares		Value		Shares		Value
Related Parties
Brad Herr		60,000	$	15,000		—	$	—		60,000	$	15,000		—	$	—		—	$	—		—	$	—
Total for related Parties		60,000	$	15,000		—	$	—		60,000	$	15,000		—	$	—		—	$	—		—	$	—

Unrelated Parties		59,000	$	14,750		—	$	—		59,000	$	14,750		—	$	—		—	$	—		—	$	—

Aggregate Totals		119,000	$	29,750		—	$	—		119,000	$	29,750		—	$	—		—	$	—		—	$	—

Shares issued to non-related parties in the three months ended August 31, 2019 and 2018 were issued to non-employee contractors for services rendered during the periods. Share based compensation expense is recognized on non-employee awards on the date granted and based upon management’s estimate of fair value of the securities issued. The Company estimated the fair value of the common stock to be $0.25 per share at the times of issuance. The Company believes that no active market for the Company’s securities currently exists and estimates the fair value of its common stock based upon the most recent cash sales of shares.

NOTE 6 – NON-CONTROLLING INTEREST

In the year ended May 31, 2018, the Company acquired a 51% interest in G4 Products LLC. The Company recognized the 49% non-controlling interest in the ownership of G4 as of the date of the acquisition. The non-controlling interest was reduced by $27,492 during the year ended May 31, 2018 representing its share of the losses incurred that were attributable to the minority interest.

As a result of the acquisition, the Company now owns 100% of G4. The non-controlling interest equity balance of $146,375 less the consideration paid was eliminated through additional paid-in capital as a result.

F-30

NOTE 7 – IMPAIRMENT OF INTANGIBLE ASSETS

For the three months ended August 31, 2019, the Company evaluated its intangible assets and determined that the recorded value of the intangible assets on the books of the Company is not impaired.

For the year ended May 31, 2019, the Company performed a year-end impairment analysis of the carrying value of its intangible assets. The analysis was triggered by the acquisition of the non-controlling interest during the year ended May 31, 2019 and the lower than expected revenues generated from sales of its products during the year. The analysis included an evaluation of expected future revenues and earnings from the intangible assets and determined that a reasonable value for the intangible assets was $150,000 at May 31, 2019, and as a result recording an impairment loss of $178,137 for the year ended May 31, 2019.

NOTE 8 – REVENUE

The Company’s product revenue is currently generated exclusively though sales of its debudder products. The Company’s customers, to which trade credit terms are extended, consist of foreign and domestic companies. For the three months ended August 31, 2019, domestic sales were $20,960 and no sales were made to foreign customers. For the three months ended August 31, 2018, domestic sales were $18,386 and no sales were made to international customers.

Shipments to one customer during the three months ended August 31, 2019 totaled $14,750 or 70% of sales in that year. As of August 31, 2019, there were $9,875 of accounts receivable from this customer.

In the three months ended August 31, 2018, all of our sales ($18,386) were through one distributor in domestic markets.

NOTE 9 – SUBSEQUENT EVENTS

On October 8, 2019, the Company received Patents on the Debudder Bucket Lid and the Debudder Edge. Patent Nos. US D862280 S and US D862,181 S. The issuance has triggered an earnout distribution of $100,000, payable in the Company’s common stock, to the inventor pursuant to the agreement for the acquisition of G4. See Note 4.

F-31

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

We will pay all expenses in connection with the registration and sale of the common stock by the Selling Shareholders, who may be deemed to be underwriters in connection with their offering of shares. The estimated expenses of issuance and distribution are set forth below:

Registration Fees (Estimated)		100
Transfer Agent Fees (Estimated)		2,900
Costs of Printing and Engraving (Estimated)		2,000
Legal Fees (Estimated)		20,000
Accounting and Audit Fees (Estimated)		15,000
Total	$	40,000

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article VIII of our Bylaws further addresses indemnification of our directors and officers and allows us to indemnify our directors in the event they meet certain criteria in terms of acting in good faith and in an official capacity within the scope of their duties, when such conduct leads them to be involved in a legal action.

RECENT SALES OF UNREGISTERED SECURITIES

Common Stock Sales

On December 22, 2017, we sold an aggregate of 100,000 shares of our common stock to one unrelated investor for an aggregate of $25,000, or $0.25 per share. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

On May 31, 2018, we sold an aggregate of 80,000 shares of our common stock to two investors for an aggregate of $20,000, or $0.25 per share. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. One investor was a director and the other was our legal counsel, and both indicated that they were knowledgeable about our management and our operations, were sophisticated investors, and understood the purchase was part of a private placement.

Common Stock Issued for Services

On October 19, 2019, we issued 816,000 shares of common stock to four related parties (officers and directors), and three consultants. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchasers contained in the consulting agreements signed by the purchasers and the fact the consultants, although not employed by the Company, were familiar with the company, its operations and its management.

On October 5, 2019, we issued 80,000 shares of common stock to two individuals for services performed. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the consultant purchasers, regarding their familiarity with the company, its operations and its management, and their representations regarding investment intent.

On July 11, 2019, we granted 329,668 shares of common stock to five consultants and three directors for services performed. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the consultant purchasers contained in their consulting agreements and the fact the consultants, although not employed by the Company, was familiar with the company, its operations and its management. The directors were related parties with full knowledge of our operations.

On February 23, 2019, we granted 132,000 shares of common stock to a consultant for services performed. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreement signed by the purchaser and the fact the consultant, although not employed by the Company, was familiar with the company, its operations and its management.

On February 5, 2019, we granted an aggregate of 679,000 shares of common stock to four consultants for services performed. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchasers contained in the consulting agreements signed by the purchasers and the fact the consultants, although not employed by the Company, were familiar with the company, its operations and its management.

II-1

On October 26, 2018, we granted 150,000 shares of common stock to a consultant for services performed. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreement signed by the purchaser and the fact the consultant, although not employed by the Company, was familiar with the company, its operations and its management.

On July 18, 2018, we granted an aggregate of 119,000 shares of common stock to three consultants for services performed. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchasers contained in the consulting agreements signed by the purchasers and the fact the consultants, although not employed by the Company, were familiar with the company, its operations and its management.

On May 31, 2018, we granted an aggregate of 460,000 shares of common stock to four consultants for services performed. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchasers contained in the consulting agreements signed by the purchasers and the fact the consultants, although not employed by the Company, were familiar with the company, its operations and its management.

On April 18, 2018, we granted an aggregate of 119,000 shares of common stock to three consultants for services performed. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchasers contained in the consulting agreements signed by the purchasers and the fact the consultants, although not employed by the Company, were familiar with the company, its operations and its management.

On January 15, 2018, we granted an aggregate of 1,800,000 shares of common stock to six consultants for services performed. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchasers and the fact the consultants, although not employed by the Company, were familiar with the company, its operations and its management.

On December 22, 2017, we granted an aggregate of 59,000 shares of common stock to two consultants for services performed. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchasers contained in the consulting agreements signed by the purchasers and the fact the consultants, although not employed by the Company, were familiar with the company, its operations and its management.

Common Stock Issued for Amounts Owed

On May 31, 2018, we granted 256,400 shares of common stock to one officer/director as repayment for operating capital advanced in connection with company business. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchasers and the fact the consultants, while not employed by the Company, were familiar with the company, its operations and its management.

On January 15, 2018, we granted an aggregate of 280,000 shares of common stock to three individuals as repayment for travel and hotel expenses and advances made for acquisition capital in connection with company business. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchasers and the fact the consultants, while not employed by the Company, were familiar with the company, its operations and its management.

Common Stock Issued for Acquisition

On December 7, 2018, we issued a total of 80,000 shares of common stock to one company for an acquisition of the 49% minority interest held by that company in our consolidated subsidiary G4 Products LLC. Following this acquisition, G4 Products LLC became a wholly owned subsidiary of the Company. The total fair value of the common stock was $20,000 based on an estimate of the fair value of our stock at the Closing Date ($0.25 per share). The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the Stock Purchase Agreement by and between MJ HARVEST, INC. and Original Ventures, Inc., signed by a duly authorized officer of the seller, which indicated the purchasers were knowledgeable about our management and operations.

On November 17, 2017, we issued a total of 500,000 shares of common stock to one company pursuant to the closing of an acquisition of the 51% of G4 Products LLC. The total fair value of the common stock was $125,000 based on an estimate of the fair value of our stock at the Closing Date ($0.25 per share). The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the Stock Purchase Agreement by and between MJ Harvest, Inc. and Original Ventures, Inc., signed by a duly authorized officer of the seller, which indicated the purchasers were knowledgeable about our management and operations.

The issuance of the securities under this section were all made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The exemption was available since each issuance was to a limited number of persons and did not involve any public offering.

II-2

EXHIBITS


3.1**	Articles of Incorporation of MJ Harvest, Inc.

3.2*	Amended Bylaws of MJ Harvest, Inc.

5.1*	Legal Opinion of Legal Counsel

10.1**	Independent Contractor Agreement with Patrick Bilton effective January 1, 2019

10.2**	Independent Contractor Agreement with Brad Herr effective January 1, 2019

10.3**	Securities Purchase Agreement by and between MJ Harvest, Inc. (fka EM Energy, Inc). and Original Ventures, Inc. dated November 7, 2017

10.4**	Securities Purchase Agreement by and between MJ Harvest, Inc. and Original Ventures, Inc. dated December 7, 2018

21.1**	Subsidiaries of Registrant

23.1*	Consent of DeCoria Maichel & Teague, P.S.

23.2*	Consent of Legal Counsel (included in Exhibit 5.1)

* Included herewith.

** As previously filed.

[THE REST OF THIS PAGE INTENTIALLY LEFT BLANK]

II-3

Undertakings

A. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

B. The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of Regulation S-K) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, in the locations indicated.

MJ HARVEST, INC.

/s/ Patrick Bilton 12/02/2019

By: Patrick Bilton Date

Its: Chief Executive Officer (Principal Executive Officer), Secretary and Director

Signed at __West Palm Beach, Florida________________________________________

/s/ Brad E. Herr 12/02/2019

By: Brad E. Herr Date

Its: Chief Financial Officer (Principal Financial Officer)

Signed at Spokane, Washington

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated.

/s/ Patrick Bilton 12/02/2019

By: Patrick Bilton Date

Its: Chief Executive Officer (Principal Executive Officer), Secretary, and Director

/s/ David Tobias 12/02/2019

By: David Tobias, Director Date

/s/ Jerry Cornwell 12/02/2019

By: Jerry Cornwell, President and Director Date

II-4

BY-LAWS OF

MJ HARVEST, INC.

(hereinafter called the “Corporation”)

ARTICLE I OFFICES

Section 1.1 Registered Office. The registered office of the corporation shall be established and maintained at the office of The Corporation Trust Company of Nevada, at 701 S Carson St, Ste 200, Carson City, Nevada 89701; The Corporation Trust Company of Nevada shall be the registered agent of the corporation in charge thereof. The registered office and registered agent may be changed from time to time by action of the board of directors of the Corporation (the “Board of Directors”) and the appropriate filing by the corporation in the office of the Secretary of State of the State of Nevada.

Section 1.02. Principal Office. The principal office for the transaction of the business of the Corporation shall be at 9205 West Russell Road, Bldg. 3, Las Vegas, NV 89148. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another.

Section 1.3 Other Offices. The Corporation may also have offices at such other places, both within and without the State of Nevada, as the Board of Directors may from time to time determine.

ARTICLE II MEETINGS OF STOCKHOLDERS

Section 2.1 Annual Meetings. The Annual Meeting of stockholders of the Corporation (“Stockholders”) for purposes of the Nevada Revised Statutes (“NRS”) 78.330 shall be held on such date and at such time as shall be designated from time to time by the Board of Directors. The election of directors and any other proper business may be transacted at the Annual Meeting of Stockholders.

Section 2.2 Special Meetings. A Special meeting of the stockholders (a “Special Meeting”) for any purpose or purposes may be called by the president of the Corporation, the Board of Directors or a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority, as provided in a resolution of the Board of Directors or in these by-laws (“By- Laws”), include the power to call such meetings. Such request shall state the purpose or purposes of the proposed meeting. Unless otherwise prescribed by law, the articles of incorporation of the Corporation, as amended and restated from time to time (the “Articles of Incorporation”) or these By-Laws, a Special Meeting may not be called by any other person or persons. No business may be transacted at any Special Meeting other than such business as may be designated in the notice (or any supplement thereto) calling such meeting.

Section 2.3 Place of Meetings. The president, the Board of Directors, or a committee of the Board of Directors, as the case may be, may designate the time and place, either within or without the State of Nevada, for any Annual Meeting or for any Special Meeting of the Stockholders called by the president, the Board of Directors, or a committee of the Board of Directors. The Board of Directors may, in its sole discretion, determine that any meeting of the stockholders shall be held by means of electronic communications or other available technology in accordance with Section 2.17.

Section 2.4 Notice. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, the means of electronic communication, if any, and, in the case of a Special Meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by law, written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to notice of and to vote at such meeting, and shall be delivered in accordance with NRS 78.370.

Section 2.5 Adjournments. Any meeting of the stockholders may be adjourned from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than sixty (60) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting in accordance with the requirements of Section 2.4 hereof shall be given to each stockholder of record (including the new record date) entitled to notice of and to vote at the meeting.

Section 2.6 Quorum. Unless otherwise required by applicable law or the Articles of Incorporation, the holders of one-third (1/3rd) of the Corporation’s capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, a quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in the manner provided in Section 2.5 hereof, until a quorum shall be present or represented.

Section 2.7 Voting. Unless otherwise required by law, the Articles of Incorporation or these By-Laws or permitted by the rules of any stock exchange on which the Corporation’s shares are listed and traded, any question brought before any meeting of the stockholders, other than the election of directors, shall be decided by the vote of the holders of a majority of the total number of votes of the Corporation’s capital stock represented at the meeting and entitled to vote on such question, voting as a single class. Unless otherwise provided in the Articles of Incorporation, and subject to Section 2.11(a), each stockholder represented at a meeting of the stockholders shall be entitled to cast one (1) vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy as provided in Section 2.8. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of the stockholders, in such officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 2.8 Proxies. Each stockholder entitled to vote at a meeting of the stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder as proxy, but no such proxy shall be voted upon after three years from its date of creation, unless such proxy provides for a longer period, which may not exceed seven years from the date of its creation. Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, the following shall constitute a valid means by which a stockholder may grant such authority:

(a)

A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.

(b)

A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of an electronic record to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive the transmission, provided that any such electronic record must either set forth or be submitted with information from which it can be determined that the electronic record was authorized by the stockholder. If it is determined that such electronic record is valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information on which they relied.

Any copy, facsimile or other electronic telecommunication or other reliable reproduction of the writing or electronic record authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or electronic record for any and all purposes for which the original writing or electronic record could be used; provided, however, that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or electronic record.

Section 2.9 Consent of Stockholders in Lieu of Meeting.

(a) Unless otherwise provided in the Articles of Incorporation, any action required or

permitted to be taken at any Annual or Special Meeting of Stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded, to the attention of the Secretary of the Corporation. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this Section 2.9 to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded, to the attention of the Secretary of the Corporation. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation as provided above in this Section 2.9.

(b)

In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be less than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary of the Corporation, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten (10) days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action

taken or proposed to be taken is delivered to the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded, to the attention of the Secretary of the Corporation. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

(c)

In the event of the delivery, in the manner provided by this Section 2.9, to the Corporation of the requisite written consent or consents to take corporate action and/or any related revocation or revocations, the Corporation shall engage independent inspectors of elections for the purpose of performing promptly a ministerial review of the validity of the consents and revocations. For the purpose of permitting the inspectors to perform such review, no action by written consent without a meeting shall be effective until such date as the independent inspectors certify to the Corporation that the consents delivered to the Corporation in accordance with this Section 2.9 represent at least a minimum number of votes that would be necessary to take the corporate action. Nothing contained in this Section 2.9(c) shall in any way be construed to suggest or imply that the board of directors or any stockholder shall not be entitled to contest the validity of any consent or revocation thereof, whether before or after such certification by the independent inspectors, or to take any other action (including, without limitation, the commencement, prosecution, or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

Section 2.10 List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days but not more than sixty

(60) days, before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting (i) either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held or (ii) during ordinary business hours, at the principal place of business of the Corporation. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 2.11 Record Date.

(a) In order that the Corporation may determine the stockholders entitled to notice of or

to vote at any meeting of the stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day before the day on which the first notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b)

In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded, to the attention of the Secretary of the Corporation. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 2.12 Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.10 or the books of the Corporation, or to vote in person or by proxy at any meeting of the stockholders.

Section 2.13 Conduct of Meetings. Meetings of stockholders shall be presided over by the chairman of the Board of Directors (the “Chairman”), or, in the absence of the Chairman, by the vice chairman of the Board of Directors, if any, or if there be no vice chairman or in the absence of the vice chairman, by the chief executive officer, if any, or if there be no chief executive officer or in the absence of the chief executive officer, by the president, or, in the absence of the president, or, in the absence of any of the foregoing persons, by a chairman designated by the Board of Directors, or by a chairman chosen at

the meeting by the stockholders entitled to cast a majority of the votes which all stockholders present in person or by proxy are entitled to cast. The individual acting as chairman of the meeting may delegate any or all of his or her authority and responsibilities as such to any director or officer of the Corporation present in person at the meeting. The secretary, or in the absence of the secretary an assistant secretary, shall act as secretary of the meeting, but in the absence of the secretary and any assistant secretary the chairman of the meeting may appoint any person to act as secretary of the meeting. The order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, (i) the establishment of procedures for the maintenance of order and safety, (ii) the establishment of an agenda or order of business for the meeting, (iii) limitation on participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies and such other persons as the chairman of the meeting shall permit, (iv) limitation on the time allotted for consideration of each agenda item and for questions or comments by meeting participants,

(v) restrictions on entry to such meeting after the time prescribed for the commencement thereof, and (vi) the opening and closing of the voting polls. The Board of Directors, in its discretion, or the chairman of the meeting, in his or her discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 2.14 Inspectors of Election. In advance of any meeting of the stockholders, the Board of Directors, by resolution, the Chairman or the president shall appoint one or more inspectors to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of the stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by applicable law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath to faithfully execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector or inspectors may (i) ascertain the number of shares outstanding and the voting power of each; (ii) determine the number of shares represented at a meeting and the validity of proxies or ballots; (iii) count all votes and ballots; (iv) determine any challenges made to any determination made by the inspector(s); and (v) certify the determination of the number of shares represented at the meeting and the count of all votes and ballots.

Section 2.15 Nature of Business at Meetings of Stockholders. Only such business (other than nominations for election to the Board of Directors and the election of directors, which must comply with the provisions of Section 2.16) may be transacted at an Annual Meeting of Stockholders as is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the Annual Meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof), or

(c) otherwise properly brought before the Annual Meeting by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.15 and on the record date for the determination of stockholders entitled to notice of and to vote at such Annual Meeting and (ii) who complies with the notice procedures set forth in this Section 2.15.

In addition to any other applicable requirements, for business to be properly brought before an Annual Meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a stockholder’s notice to the Secretary must be delivered to or be mailed and received at the principal executive offices of the Corporation not less than ninety (90) days nor more than one-hundred and twenty (120) days prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders; provided, however, that in the event that the Annual Meeting is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an Annual Meeting, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

To be in proper written form, a stockholder’s notice to the Secretary must set forth the following information: (a) as to each matter such stockholder proposes to bring before the Annual Meeting, a brief description of the business desired to be brought before the Annual Meeting and the reasons for conducting such business at the Annual Meeting, and (b) as to the stockholder giving notice and the beneficial owner, if any, on whose behalf the proposal is being made, (i) the name and address of such person, (ii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or

associates of such person, with respect to stock of the Corporation; (iii) a description of all agreements, arrangements, or understandings (whether written or oral) between or among such person, or any affiliates or associates of such person, and any other person or persons (including their names) in connection with the proposal of such business and any material interest of such person or any affiliates or associates of such person, in such business, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person, (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the Annual Meeting to bring such business before the meeting; and

(v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by such person with respect to the proposed business to be brought by such person before the Annual Meeting pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder.

A stockholder providing notice of business proposed to be brought before an Annual Meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.15 shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the Annual Meeting and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of the Annual Meeting.

No business shall be conducted at the Annual Meeting of Stockholders except business brought before the Annual Meeting in accordance with the procedures set forth in this Section 2.15; provided, however, that, once business has been properly brought before the Annual Meeting in accordance with such procedures, nothing in this Section 2.15 shall be deemed to preclude discussion by any stockholder of any such business. If the chairman of an Annual Meeting determines that business was not properly brought before the Annual Meeting in accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

Nothing contained in this Section 2.15 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any successor provision of law).

Section 2.16 Nomination of Directors. Only natural persons of at least 18 years of age who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided in the Articles of Incorporation with respect to the right of holders of preferred stock, if any, of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any Annual Meeting of Stockholders, or at any Special Meeting of Stockholders called

for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.16 and on the record date for the determination of stockholders entitled to notice of and to vote at such Annual Meeting or Special Meeting and (ii) who complies with the notice procedures set forth in this Section 2.16.

In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. To be timely, a stockholder’s notice to the Secretary must be delivered to or be mailed and received at the principal executive offices of the Corporation (a) in the case of an Annual Meeting, not less than ninety (90) days nor more than one-hundred and twenty (120) days prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders; provided, however, that in the event that the Annual Meeting is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs; and (b) in the case of a Special Meeting of Stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the Special Meeting was mailed or public disclosure of the date of the Special Meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an Annual Meeting or a Special Meeting called for the purpose of electing directors, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

To be in proper written form, a stockholder’s notice to the Secretary must set forth the following information: (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of such person and that such person is a natural person of at least 18 years of age, (ii) the principal occupation or employment of such person, (iii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or

associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; and (iv) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; and

(b) as to the stockholder giving the notice, and the beneficial owner, if any, on whose behalf the nomination is being made, (i) the name and record address of the stockholder giving the notice and the name and principal place of business of such beneficial owner; (ii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; (iii) a description of all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any proposed nominee or any other person or persons (including their names) pursuant to which the nomination(s) are being made by such person, and any material interest of such person, or any affiliates or associates of such person, in such nomination, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person; (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the Annual Meeting or Special Meeting to nominate the persons named in its notice; and (v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

A stockholder providing notice of any nomination proposed to be made at an Annual Meeting or Special Meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this

Section 2.16 shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the Annual Meeting or Special Meeting, and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of such Annual Meeting or Special Meeting.

No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2.16. If the chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

Section 2.17 Meetings Through Electronic Communications. Stockholders may participate in a meeting of the stockholders by any means of electronic communications, videoconferencing, teleconferencing or other available technology permitted under the NRS (including, without limitation, a telephone conference or similar method of communication by which all individuals participating in the meeting can hear each other) and utilized by the Corporation. If any such means are utilized, the Corporation shall, to the extent required under the NRS, implement reasonable measures to (a) verify the identity of each person participating through such means as a stockholder and (b) provide the stockholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to communicate, and to read or hear the proceedings of the meeting in a substantially concurrent manner with such proceedings. Participation in a meeting pursuant to this Section 2.17 constitutes presence in person at the meeting.

ARTICLE III DIRECTORS

Section 3.1 Number, Election and Term of Directors. The Board of Directors shall consist of not less than one nor more than seven members, the exact number of which shall be fixed from time to time by the Board of Directors. No decrease in the number of authorized directors constituting the Board of Directors of the Corporation shall shorten the term of any incumbent director. Except as provided in Section 3.2, directors shall be elected by a plurality of the votes cast at each Annual Meeting of Stockholders and each director so elected shall hold office until the next Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. Directors must be natural persons of at least 18 years of age but need not be stockholders of the Corporation or residents of the State of Nevada.

Section 3.2 Vacancies. Unless otherwise required in the Articles of Incorporation, vacancies on the Board of Directors or any committee thereof arising through death, resignation, removal, an increase in the number of directors constituting the Board of Directors or such committee or otherwise may be filled only by a majority of the remaining

directors then in office, though less than a quorum, or by a sole remaining director. The directors so chosen shall, in the case of the Board of Directors, hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier death, resignation or removal and, in the case of any committee of the Board of Directors, shall hold office until their successors are duly appointed by the Board of Directors or until their earlier death, resignation or removal.

Section 3.3 Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-Laws required to be exercised or done by the stockholders.

Section 3.4 Meetings. The Board of Directors and any committee thereof may hold meetings, both regular and special, either within or without the State of Nevada. Regular meetings of the Board of Directors or any committee thereof may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors or such committee, respectively. Special meetings of the Board of Directors may be called by the Chairman, if any, or the president. Special meetings of any committee of the Board of Directors may be called by the chairman of such committee, if any, the president, or any director serving on such committee. Notice thereof stating the place, date and hour of the meeting shall be given to each director (or, in the case of a committee, to each member of such committee) either by mail not less than seventy-two (72) hours before the date of the meeting, by telephone or electronic mail on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 3.5 Organization. At each meeting of the Board of Directors or any committee thereof, the Chairman of the Board of Directors or the chairman of such committee, as the case may be, or, in his or her absence or if there be none, a director chosen by a majority of the directors present, shall act as chairman. Except as provided below, the Secretary of the Corporation shall act as secretary at each meeting of the Board of Directors and of each committee thereof. In case the Secretary shall be absent from any meeting of the Board of Directors or of any committee thereof, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all the Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting. Notwithstanding the foregoing, the members of each committee of the Board of Directors may appoint any person to act as secretary of any meeting of such committee and the Secretary or any Assistant Secretary of the Corporation may, but need not if such committee so elects, serve in such capacity.

Section 3.6 Resignations and Removals of Directors. Any director of the Corporation may resign from the Board of Directors or any committee thereof at any time, by giving

notice in writing to the Chairman of the Board of Directors, if any, the president or the secretary of the Corporation and, in the case of a committee, to the chairman of such committee, if any. Such resignation shall take effect at the time therein specified or, if no time is specified, immediately; and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. Except as otherwise required by applicable law and subject to the rights, if any, of the holders of shares of preferred stock then outstanding, any director or the entire Board of Directors may be removed from office at any time, with or without cause, and only by the affirmative vote of the holders of at least two-thirds (2/3) of the combined voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors, voting together as a single class. Any director serving on a committee of the Board of Directors may be removed from such committee at any time by the Board of Directors.

Section 3.7 Quorum and Voting.

(a)

Except as otherwise required or permitted by the Articles of Incorporation, the NRS or the rules and regulations of any securities exchange or quotation system on which the Corporation’s securities are listed or quoted for trading, at all meetings of the Board of Directors or any committee thereof, a majority of the entire Board of Directors or a majority of the directors constituting such committee, as the case may be, shall constitute a quorum for the transaction of business and the act of a majority of the directors or committee members present at any meeting at which there is a quorum shall be the act of the Board of Directors or such committee, as applicable. If a quorum shall not be present at any meeting of the Board of Directors or any committee thereof, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.

(b)

Each director shall have one vote for any action required or permitted to be taken at any meeting of the Board or any committee thereof or without a meeting as provided herein. In accordance with NRS 78.330, all directors and classes of directors shall have the same voting rights.

Section 3.8 Actions of the Board by Written Consent. Unless otherwise provided in the Articles of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Section 3.9 Meetings by Means of Conference Telephone. Unless otherwise provided in the Articles of Incorporation or these By-Laws, members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or other communications equipment by

means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.9 shall constitute presence in person at such meeting.

Section 3.10 Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Each member of a committee must meet the requirements for membership, if any, imposed by applicable law and the rules and regulations of any securities exchange or quotation system on which the securities of the Corporation are listed or quoted for trading. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. Subject to the rules and regulations of any securities exchange or quotation system on which the securities of the Corporation are listed or quoted for trading, in the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another qualified member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. Notwithstanding anything to the contrary contained in this Article III, the resolution of the Board of Directors establishing any committee of the Board of Directors and/or the charter of any such committee may establish requirements or procedures relating to the governance and/or operation of such committee that are different from, or in addition to, those set forth in these By-Laws and, to the extent that there is any inconsistency between these By-Laws and any such resolution or charter, the terms of such resolution or charter shall be controlling; provided that it complies with the NRS.

Section 3.11 Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary for service as director, payable in cash or securities. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for service as committee members.

Section 3.12 Interested Directors. Subject to compliance with NRS 78.140, no contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers or

have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because any such director’s or officer’s vote is counted for such purpose if: (i) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders holding a majority of the voting power (the votes of the common or interested directors may be counted); (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders; and (iv) is in compliance with NRS 78.140. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction as set forth herein.

Section 3.13 Duty of Care of Directors and Officers. As provided by NRS 78.138, directors and officers of the Corporation in exercising their powers and discharging their duties shall (a) act honestly and in good faith with a view to the best interests of the Corporation; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. As provided in NRS 78.138(7), every director and officer of the Corporation shall be liable for a breach of his fiduciary duties and any breach involving intentional misconduct, fraud or a knowing violation of law.

ARTICLE IV OFFICERS

Section 4.1 General. The officers of the Corporation shall consist of a chief executive officer, president, chief operating officer, chief financial officer and a secretary, each of whom shall be elected by the Board. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board. All officers must be natural persons and any natural person may hold two or more offices, except that in the event that the Corporation shall have more than one director, the offices of president and secretary shall be held by different persons.

Section 4.2 Election, Qualification and Term of Office. Each of the officers shall be elected by the Board. None of said officers need be a director. Except as hereinafter provided or subject to the express provisions of a contract authorized by the Board of Directors, each of said officers shall hold office from the date of his/her election until the next annual meeting of the Board and until his/her successor shall have been duly elected and qualified or until his or her removal or resignation.

Section 4.3 Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the president or any vice president or any other officer authorized to do so by the Board of Directors and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

Section 4.4 Removal. The Board of Directors shall have the right to remove, with or without cause, any officer whenever in its judgment the best interests of the Corporation will be served thereby.

Section 4.5 Resignation. Any officer may resign at any time by giving notice to the Board, the president or the secretary. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.6 Vacancies. The Board of Directors shall fill any office which becomes vacant with a successor who shall hold office for the unexpired term and until his/her successor shall have been duly elected and qualified or until his or her removal or resignation.

Section 4.7 Powers and Duties. The powers and duties of the respective corporate officers shall be determined by the Board.

Section 4.8 Salaries. The salaries of all executive officers of the Corporation shall be fixed by the Board of Directors or by such committee of the Board of Directors as may be designated from time to time by a resolution adopted by a majority of the Board of Directors.

Section 4.9 Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V STOCK

Section 5.1 Shares of Stock. The shares of capital stock of the Corporation may be certificated or uncertificated (i.e., book-entry). Furthermore, the Corporation may issue shares of its capital stock in uncertificated or book-entry form in connection with new share issuances, the transfer of shares and the replacement of shares represented by lost,

destroyed or mutilated certificates as provided in Section 5.3. However, every holder of capital stock of the Corporation theretofore represented by certificates and, upon request, every holder of uncertificated shares, shall be entitled to have a certificate for shares of capital stock of the Corporation signed by, or in the name of the Corporation by, (a) the Chairman, the chief executive officer or the president, and (b) the chief financial officer or the secretary, certifying the number of shares owned by such stockholder in the Corporation.

Section 5.2 Signatures. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 5.3 Lost Certificates. Unless otherwise provided in the Articles of Incorporation or these By-laws, the Board of Directors may direct a new certificate or uncertificated shares be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issuance of a new certificate or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to identify the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate or uncertificated shares.

Section 5.4 Transfers. Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these By-Laws. Transfers of stock shall be made only on the books of the Corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement. With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the Corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

Section 5.5 Regulations. The Board of Directors may make such rules and regulations as it may deem expedient, not inconsistent with these By-Laws, concerning the issue, transfer and registration of certificates for shares or uncertificated shares of the stock of the Corporation.

Section 5.6 Dividend Record Date. Subject to compliance with NRS 78.288 and 78.300, and the Articles of Incorporation, in order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 5.7 Record Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by

law.

Section 5.8 Transfer and Registry Agents. The Corporation may from time to time maintain one or more transfer offices or agencies and registry offices or agencies at such place or places as may be determined from time to time by the Board of Directors.

Section 5.9 Consideration for Shares. The Board of Directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the Corporation including, without limitation, cash, services performed or other securities of the Corporation. When the Corporation receives the consideration for which the Board of Directors authorized the issuance of shares, such shares shall be fully paid and non-assessable (if non-assessable stock) and the stockholders shall not be liable to the Corporation or to its creditors in respect thereof.

ARTICLE VI NOTICES

Section 6.1 Notices. Whenever written notice is required by the NRS, the Articles of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, such notice may be given by mail in accordance with the NRS, and as permitted thereby, addressed to such director, member of a committee or stockholder, at

such person’s address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by electronic transmission (by fax, electronic mail, or posting on electronic network).

Section 6.2 Waivers of Notice. Whenever any notice is required by applicable law, the Articles of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to notice, or by transmission of an electronic record by that person, whether before or after the time stated therein, shall be deemed equivalent thereto.

Attendance of a person at a meeting, present in person or represented by proxy, shall constitute a waiver of notice of such meeting, except where the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any Annual or Special Meeting of Stockholders or any regular or special meeting of the directors or members of a committee of directors need be specified in any written waiver of notice unless so required by law, the Articles of Incorporation or these By-Laws.

ARTICLE VII GENERAL PROVISIONS

Section 7.1 Dividends. Dividends upon the capital stock of the Corporation, subject to the requirements of the NRS and the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting of the Board of Directors (or any action by written consent in lieu thereof in accordance with Section 3.8 hereof), and may be paid in cash or in property other than shares. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for purchasing any of the shares of capital stock, warrants, rights, options, bonds, debentures, notes, scrip or other securities or evidences of indebtedness of the Corporation, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 7.2 Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 7.3 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.4 Corporate Seal. The Corporation is not required to have or maintain a corporate seal.

ARTICLE VIII INDEMNIFICATION

Section 8.1 Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 8.3 and to the fullest extent permitted by the NRS, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Section 8.2 Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 8.3 and to the fullest extent permitted by the NRS, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court in which such action or suit was brought deem proper.

Section 8.3 Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as permitted by the NRS and authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 8.1 or Section 8.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Section 8.4 Good Faith Defined. For purposes of any determination under Section 8.3, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions of this Section 8.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 8.1 or Section 8.2, as the case may be.

Section 8.5 Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 8.3, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Nevada for indemnification to the extent otherwise permissible under Section 8.1 or Section 8.2. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 8.1 or Section 8.2, as the case may be. Neither a contrary determination in the specific case under Section 8.3 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking

indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 8.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 8.6 Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Section 8.7 Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Articles of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Section 8.1 and Section 8.2 shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 8.1 or Section 8.2 but whom the Corporation has the power or obligation to indemnify under the provisions of the NRS, or otherwise.

Section 8.8 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VIII.

Section 8.9 Certain Definitions. For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent

corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

The term “another enterprise” as used in this Article VIII shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.

Section 8.10 Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 8.11 Limitation on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 8.5), the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors.

Section 8.12 Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

ARTICLE IX MISCELLANEOUS

Section 9.1 Acquisition of Controlling Interest Statute Opt–Out. The provisions of NRS 78.378 to 78.3793, inclusive, shall not apply to the Corporation or to an acquisition of a “controlling interest” (as defined in NRS 78.3785).

Section 9.2 Forum for Adjudication of Disputes. To the fullest extent permitted by law, and unless the Corporation consents in writing to the selection of an alternative forum, the state and federal courts for Clark County, Nevada shall, to the fullest extent permitted by law, be the sole and exclusive forum for each of the following: (a) any derivative action or proceeding brought in the name or right of the Corporation or on its behalf, (b) any action asserting a claim for breach of any fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders,

(c) any action arising or asserting a claim arising pursuant to any provision of NRS Chapters 78 or 92A or any provision of the Articles of Incorporation or these By-laws or

(d) any action asserting a claim governed by the internal affairs doctrine, including, without limitation, any action to interpret, apply, enforce or determine the validity of the Articles of Incorporation or these By-laws. This exclusive forum provision shall not be applicable to any action brought under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this Section 9.2.

ARTICLE X AMENDMENTS

Section 10.1 Amendments. These By-Laws may be altered, amended or repealed at any meeting of the Board of Directors, provided notice of the proposed change was given in the notice of the meeting not less than two days prior to the meeting, or such notice was waived. Notwithstanding the foregoing sentence, these By-laws may be amended or repealed in any respect, and new by-laws may be adopted, in each case by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the outstanding voting power of the Corporation, voting together as a single class.

CERTIFICATION OF SECRETARY

The undersigned, as the duly elected Secretary of MJ Harvest, Inc., a Nevada corporation (the “Corporation”), does hereby certify that the Board of Directors of the Corporation adopted the foregoing By-laws as of February 1, 2018.

11/14/2019

_________________________________

Patrick Bilton, Secretary Date

Gary R. Henrie

Attorney at Law

Licensed in Nevada and Utah

General Delivery Telephone: 307-200-9415

Alpine, Wyoming 83128 E-mail: grhlaw@hotmail.com

December 2, 2019

MJ Harvest, Inc.

9205 West Russell Road, Suite 240

Las Vegas, NV 89139

Re: MJ Harvest, Inc., Registration Statement on Form S-1

Ladies and Gentlemen:

I have acted as securities counsel for MJ Harvest, Inc., a Nevada corporation (the "Company"), for the purpose of issuing this opinion letter in connection with the registration statement on Form S-1 (the "Registration Statement") to be filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended. The Registration Statement relates to the offering of 2,660,606 shares of the Company’s common stock by selling stockholders.

In rendering the opinion set forth below, I have reviewed: (a) the Registration Statement; (b) the Company's Articles of Incorporation; (c) the Company's Bylaws; (d) a certificate signed by an executive officer of the Company; and (e) such statutes, records and other documents as I have deemed relevant. In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and conformity with the originals of all documents submitted to me as copies thereof and the truthfulness of statements set forth in such documents. In addition, I have made such other examinations of law and fact, as I have deemed relevant in order to form a basis for the opinions hereinafter expressed.

Based upon the foregoing, I am of the opinion that the 2,660,606 shares of common stock to be sold by the selling shareholders are legally issued, fully paid and non-assessable and will remain legally issued, fully paid and non-assessable in the hands of any subsequent purchaser. This opinion is based on Nevada general corporate law, all applicable Nevada statutory provisions and reported judicial decisions interpreting these laws.

Very truly yours,

/s/ Gary R. Henrie

_______________________________________

Gary R. Henrie, Esq.

Gary R. Henrie

Attorney at Law

Licensed and the States of Utah and Nevada

General Delivery Telephone: 307-200-9415

Alpine, Wyoming 83128 E-mail: grhlaw@hotmail.com

I hereby consent to the use of my opinion in the body of the Registration Statement and as an Exhibit to the Registration Statement and to all references to myself under the caption Legal Matters in the Registration Statement.

Very truly yours,

/s/ Gary R. Henrie

_____________________________________

Gary R. Henrie, Esq.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Amendment No. 1 to the Registration Statement on Form S-1 of our report, dated August 30, 2019, relating to the financial statements of MJ Harvest, Inc. We also consent to the reference to our Firm under the caption “Experts” in the Prospectus. We understand Amendment No. 1 to the S-1 Registration Statement is being filed December 2, 2019.

/s/ DeCoria, Maichel & Teague P.S.

DeCoria, Maichel & Teague P.S.

December 2, 2019

Spokane, Washington