UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

(Mark One)

[x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended June 30, ~~2013~~2014

o[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File No.: ~~333~~000-~~184793~~ 55162

Gold Ridge Resources, Inc.

(Exact name of registrant as specified in its charter)

Nevada

1000

45-2898817

(State or jurisdiction of
incorporation or organization)

Primary Standard Industrial

Classification Code Number

IRS Employer
Identification Number

~~7582~~9891 Irvine ~~Las~~Center ~~Vegas~~Drive ~~Blvd.,~~Suite ~~South, #552~~200

~~Las Vegas~~Irvine, California NV92618 ~~89123~~

(Address of principal executive offices)

~~(702) 418~~855-~~0055~~587-4249

(Issuer’s telephone number)

~~N/A~~_________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: ~~_None~~None

Securities registered pursuant to Section 12(g) of the Act: ~~None~~Common Stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes[ ] o No [x]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes[ ] x No o [x]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o [x] No x[ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ x ] No o[x]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ( § 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [x ]

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

Large accelerated filer o[ ] Accelerated filer o[ ]

Non-accelerated filer o[ ] Smaller reporting company x[ ]

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o[ ] No x [x]

~~The~~State the aggregate market value of the voting and non-voting common equity held by non-affiliates ofcomputed by reference to the ~~registrant~~price at aswhich the common equity was last sold, or the average bid and asked price of ~~August~~such 15common equity, ~~2013:~~as ~~$__0________~~of the last business day of the registrant’s most recently completed second fiscal quarter. Not available.

The number of shares of the registrant’s common stock outstanding as of ~~August~~September 1523, ~~2013~~2014: _827,~~000~~012,~~000_.~~500 shares

Table of Contents

INDEX TO ANNUAL REPORT ON FORM 10-K

PART I		5
		Page
Item 1.	Business	5
PART I
Item 1A.	Risk Factors	6
Item 1.	Business	4
Item 1B.	Unresolved Staff Comments	13
Item 1A.	Risk Factors	8
Item 2.	Properties	14
Item 3.	Legal Proceedings	14
Item 4.	Mine Safety Disclosures	14
PART II		15
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15
Item 6.	Selected Financial Data	1516
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1516
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	1718
Item 8.	Financial Statements and Supplementary Data	1718
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1718
Item 9A(T).	Controls and Procedures	17
Item 9A.	Controls and Procedures	18
Item 9B.	Other Information	1719
PART III		18
Item 10.	Directors, Executive Officers, and Corporate Governance	1820
Item 11.	Executive Compensation	1922
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2022
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2123
Item 14.	Principal Accounting Fees and Services	2123
PART IV		22
Item 15.	Exhibits and Financial Statement Schedules	2224
SIGNATURES		23

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FORWARD-LOOKING STATEMENTS

This Report contains projections and statements relating to the Company that constitute “forward-looking statements.” These forward-looking statements may be identified by the use of predictive, future-tense or forward-looking terminology, such as “projects,” “intends,” “believes,” “anticipates,” “expects,” “estimates,” “may,” or similar terms. Such statements speak only as of the date of such statement, and the Company undertakes no ongoing obligation to update such statements. These statements appear in a number of places in this Report and include statements regarding the intent, belief or current expectations of the Company, and its respective directors, officers or advisors with respect to, among other things:

(1) trends affecting the Company’s financial condition, results of operations or future prospects,

(2) the Company’s business and growth strategies and

(3) the Company’s financing plans and forecasts.

Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that, should conditions change or should any one or more of the risks or uncertainties materialize or should any of the underlying assumptions of the Company prove incorrect, actual results may differ materially from those projected in the forward-looking statements as a result of various factors, some of which are unknown. The factors that could adversely affect the actual results and performance of the Company include, without limitation, the Company’s inability to raise additional funds to support operations and capital expenditures, the Company’s inability to effectively manage its growth, the Company’s inability to achieve greater and broader market acceptance in existing and new market segments, the Company’s inability to successfully compete against existing and future competitors and other factors described elsewhere in this Report, or other reasons. Potential investors are urged to carefully consider such factors. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements and the “Risk Factors” described herein.

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PART I

References to “us”, “we” and “our” in this report refer to Gold Ridge Resources, Inc.

ITEM 1. BUSINESS.

~~History~~Introduction

~~Gold~~Our mission ~~Ridge~~is ~~Resources,~~to ~~Inc.~~be ~~was~~among ~~incorporated~~the ~~under~~first companies with the ~~laws~~ability ofto serve the ~~state~~cannabis ofmarket ~~Nevada~~from on“seed ~~July~~to 15retail.” We formed our subsidiary, ~~2010.~~CorGreen ~~The~~Technologies ~~Company’s~~Corporation, ~~principal~~as ~~offices~~a ~~are~~Nevada ~~located~~corporation atin ~~7582~~March ~~Las~~2014 ~~Vegas~~to ~~Blvd~~be Samong the first vertical-integrated company to serve the emerging market for medicinal and recreational cannabis use. Through our four operating subsidiaries – 3Lids Consulting, ~~Suite~~Spray ~~552~~for Health, ~~Las~~GMTFY ~~Vegas~~and Strong Financial Solutions – we serve the cannabis manufacturing, NVdistributing and ~~89123~~financing process. ~~Our~~We ~~telephone~~believe ~~number~~that ~~there~~combining isthese ~~(702)~~strategic ~~418-0055~~business units provide us with a competitive advantage, by allowing us access to multiple points of revenue in the harvesting and distribution process of cannabis and by giving us the ability to share clients, as well as SG&A costs among the strategic business units.

~~Our Business~~Competitive Strengths

~~The~~Our business ~~Company~~plan isembodies afour ~~mining~~critical ~~exploration~~areas ~~stage company engaged in the acquisition and exploration~~ of ~~mineral~~focus ~~properties.~~that ~~The~~we ~~Company~~believe ~~has~~will ~~leased~~provide aus ~~property~~with ~~called~~competitive ~~The~~advantages ~~Dayton Claims. The property consists of four (4) contiguous lode mining claims totaling approximately 80 acres~~ in ~~Lyon~~the ~~County, Nevada. The claims are within Township 16 North, Range 23 East, Mount Diablo Base and Meridian.~~marketplace:

The property is centered at Latitude 390 15’ 44” North, Longitude 1190 29’ 45” West in Lyon County, Nevada USA. It is approximately 50 miles southeast of Reno, NV and 5.5 miles east of the town of Dayton. The claims are located at the northern edge of the Como Mining District.Regulatory Compliance
~~Planned~~Standard Operating ~~Growth Strategy~~Procedures
WeSteady and ~~intend~~Timely ~~to raise funds through the issuance of equity to conduct Phase 1 of the exploration program on our leased mining property as recommended by the independent consulting geologist.~~Supply
~~Employees~~Commercial Finance

AtRegulatory Compliance. ~~present,~~The wecannabis ~~have~~industry nois ~~employees~~emerging from years of prohibition; laws, policies and noregulations ~~employment~~are ~~agreements.~~in ~~Our~~a ~~President~~state of flux both at the state and ~~Secretary~~federal ~~provide~~levels. ~~services~~There onare approximately 21 states that have created a ~~consultant~~legislative ~~basis~~body ~~without~~to ~~compensation~~manage the medical cannabis industry. WeThere ~~anticipate~~are also two states that wehave ~~will~~allowed berecreational ~~conducting~~use. ~~most~~It is a critical component of our business plan ~~through~~both ~~agreement~~to ensure that all aspects of our operations are in compliance with ~~consultants~~all laws, policies and ~~third~~regulations ~~parties~~to which we are subject and to provide an opportunity to our customers to use our services to ensure that they, too, are in full compliance.

~~Properties~~Standard Operating Procedures. We have developed, and continue to improve, standard operating procedures for retail operations. These procedures allow our customers to improve their businesses by implementing sound businesses practices and supply chain process improvements, enabling them to ensure that their marketed product is of high quality.

~~Our~~Steady and ~~office~~Timely isSupply. ~~located~~We atare ~~7582~~dedicated ~~Las~~to ~~Vegas~~helping ~~Blvd~~our ~~South~~customers ensure a timely and steady supply of product. Freshness, ~~#552~~quality, variety, ~~Las~~and ~~Vegas~~price of product are the keys to success for our customers and, NVconsequently, ~~89123~~for us. Because we expect rapid growth in the industry, we believe that demand may outpace supply. In addition to helping customers manage the supply chain process through standard operating procedures, we look to enhance the supply chain.

~~Legal~~Commercial Finance. ~~Proceedings~~In February 2014, the Treasury Department issued guidelines for financial institutions dealing with marijuana-related businesses, effectively permitting such relationships if the guidelines are followed. Many banks and other financial institutions have still refused to provide financial services to marijuana-related business. We expect to exploit the gap between what is permitted by the guidelines and what traditional financial institutions are willing to do by providing commercial lending through Strong Financial Solutions.

WeOur Subsidiaries ~~are~~and ~~not~~Business ~~party~~Lines ~~to any legal proceedings.~~

~~Internet~~3Lids Consulting. ~~Website~~3 Lids Business Consulting, Inc. provides a variety of services to medical and recreational marijuana dispensaries and their owners and operators. Service offerings include turn-key operations to create marijuana dispensaries, finding suitable locations, hiring of personnel, establishing a supply chain, creating standard operating procedures and management of existing dispensaries. 3Lids Consulting was incorporated in September 2013.

Spray for Health. Spray for Health Pharmaceutical, Inc. designs, manufactures, and distributes vitamin supplemental sprays under the brand “Pure Spray.” We dointend ~~not~~to ~~have~~develop a ~~website~~cannabinoid atspray ~~this~~to ~~time~~leverage the advantages of a spray delivery system as a differentiator advantage in the cannabis market. Spray for Health was incorporated in Delaware in February 2013.

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GMTFY. GMTFY, Inc. develops, manufactures and distributes butane honey oil extraction machines, which produce highly enriched concentrates from plant materials, and provides supplies and maintenance for the machines. GMTFY has proprietary technology for a heat control system for the extraction machine, outdoor growers and other environmental applications. The concentrates produced are be used in “edibles” and Oral Spray. GMTFY was incorporated in Delaware in May 2012.

Strong Financial Solutions. Strong Financial Solutions, Inc. identifies, acquires, develops and leases or sells commercially attractive property with the intention of growing, harvesting, processing, and distributing cannabis products. Strong Financial Solutions makes and purchases secured and mezzanine loan to, and purchases the equity securities of, businesses that operate in the emerging marijuana and hemp market. Services include leasing growing operations and related facilities to licensed marijuana and hemp business operators for their production needs. Strong Financial Solutions owns a 4000 square foot facility in Mesa, Arizona, which we intend to use for research and development. Strong Financial Solutions was incorporated in Delaware in February 2013.

3Lids Business Consulting

3 Lids Business Consulting, Inc. seeks to streamline dispensary and grow operations by offering professional management to their owner/operators, allowing them to optimize profitability and reduce risk. 3Lids Consulting provides a variety of management and consulting services to medical and recreational marijuana dispensaries and their owners and operators. Service offerings include turn-key operations to create marijuana dispensaries, finding suitable locations, hiring of personnel, establishing a supply chain, creating standard operating procedures and management of existing dispensaries.

Spray for Health

Spray for Health Pharmaceutical, Inc. designs, manufactures, and distributes vitamin supplemental sprays under the brand name "PureSpray." We distribute those vitamin sprays through retail markets, internet sites and airports.

Our current product line consisting of over 20 vitamins, minerals, herbal, weight loss, pet sprays, and products directed at pre-natal, women and specialty areas. Our specialty sprays incldue D3, Sleep, Bee Pollen, and Iodine/Propolits/Zinc. We intend to develop a cannabinoid spray to leverage the advantages of a spray delivery system as a differentiator advantage in the cannabis market. We expect to use a cannabis wax processed by the equipment manufactured by GMTFY to develop the cannabinoid spray. We also plan to continue the development of other specialty sprays, some of which may combine cannabinoids and vitamins or other nutritional elements.

GMTFY

GMTFY, Inc. develops, manufactures and distributes butane honey oil extraction machines, which produce highly enriched concentrates from plant materials, and provides supplies and maintenance for the machines. GMTFY has proprietary technology for a heat control system for the extraction machine, outdoor growers and other environmental applications. The concentrates produced are be used in “edibles” and oral sprays. GMTFY has also developed an oil extraction process that we are enhancing to be scalable for high volume commercial environments. This process will allow the trimmings of the cannabis harvest to be transformed into valuable cannabis concentrates.

Strong Financial Solutions

Strong Financial Solutions, Inc. identifies, acquires, develops and leases or sells commercially attractive property with the intention of growing, harvesting, processing, and distributing cannabis products. Strong Financial Solutions makes and purchases secured and mezzanine loan to, and purchases the equity securities of, businesses that operate in the emerging marijuana and hemp market. Services include leasing growing operations and related facilities to licensed marijuana and hemp business operators for their production needs. Strong Financial Solutions owns a 4000 square foot facility in Mesa, Arizona, which we intend to use for research and development.

Table of Contents

~~ITEM 1A.RISK FACTORS.~~Markets

~~This~~We market ~~report~~our ~~includes~~products ~~forward-looking~~and ~~statements~~services ~~about~~to ~~our~~owners ~~business~~ and ~~results~~operators of ~~operations~~businesses that ~~are~~operate ~~subject~~in tothe ~~risks~~emerging marijuana and ~~uncertainties.~~hemp ~~See~~market in ~~"Forward-Looking~~North ~~Statements,"~~America. ~~above~~The U.S. ~~Factors~~Office ~~that~~of ~~could~~National ~~cause~~Drug orControl ~~contribute~~Policy toestimates ~~such~~that ~~differences~~in ~~include~~2000, ~~those~~US ~~discussed~~residents ~~below~~spent $10.5 Webillion ~~have~~on marijuana. ~~discussed~~In ~~all~~light ~~known~~of ~~material~~consumers’ ~~risks~~increased ~~below,~~awareness ~~however,~~and weconcerns ~~may~~regarding ~~also~~their behealth, ~~subject~~medical tomarijuana ~~additional~~is ~~risks~~becoming an ~~and~~important ~~uncertainties~~component ~~not~~of ~~presently~~daily ~~known~~living. toWe usbelieve or that weour ~~currently~~future ~~deem~~growth ~~immaterial.~~will Ifcome ~~any~~from ofretailers, ~~these~~wholesalers ~~known~~and orcollateral industries ~~unknown~~supporting ~~risks~~the ormarijuana ~~uncertainties~~and ~~actually~~hemp ~~occur,~~emerging ~~our business could be harmed substantially~~markets.

~~Risks~~Spray-A-Day products ~~Related~~are currently marketed worldwide through its dealers and distributors. We intend to focus the ~~Business~~new products on the United States market initially. The market for vitamins and other health-related products continues to grow within the United States, and the entire world, as the “baby boomers” age and retire and as the younger generation continue to demand new products that help them remain healthy and add energy to their exhausting life styles.

Our only mining property is one group of four mining claims, the feasibility of which has not been established as we have not completed exploration or other work necessary to determine if it is commercially feasible to develop the Property.Production

We ~~are~~ currently ancontract ~~exploration~~for ~~stage~~the ~~mining~~manufacture ~~company. Our only mining asset is one group~~ of ~~four mining claims on~~ the ~~Property.~~Spray-A-Day ~~The~~products ~~Property~~in ~~does~~Phoenix, ~~not have any proven or probable reserves~~Arizona.” ~~reserve,”~~This asstate ~~defined~~of by the U.art S.manufacturing ~~Securities~~site currently ~~and~~mixes ~~Exchange Commission (~~the ~~“SEC”),~~proper isamount ~~that part~~ of aeach vitamin, mineral, ~~deposit~~herbs ~~which could be economically~~ and ~~legally~~other ~~extracted~~raw ormaterials, ~~produced~~inserts at the ~~time~~mix ofinto the ~~reserve determination.~~ Spray-A-Day tubes ~~reserve~~and ~~requires~~seals athe ~~feasibility~~tube ~~study demonstrating~~ with ~~reasonable certainty that~~ the ~~deposit~~patented ~~can~~spray bemechanism. ~~economically~~Labeling ~~extracted~~ and ~~produced.We~~shipping ~~have~~of ~~not carried out any feasibility study with regard to~~ the ~~Property.~~products Asis aaccomplished ~~result,~~in ~~we currently have no reserves and there are no assurances that we will be able to prove that there are reserves on the Property~~house.

~~Our auditors have expressed substantial doubt about our ability to continue in business as a going concern.~~Competition

~~Our~~We face ~~auditors~~competition ~~have~~in ~~issued~~most aof ~~going~~our ~~concern~~businesses, ~~opinion~~both from traditional businesses and emerging marijuana industry companies. ~~This~~Other companies ~~means~~have ~~that~~been ~~there~~formed isto ~~substantial~~exploit ~~doubt~~the same emerging cannabis markets that we ~~will~~intend beto anexploit, ~~ongoing~~including ~~business~~GW ~~for~~Pharmaceutical, MedMen ~~the~~and ~~next~~Advanced ~~twelve~~Cannabis ~~months~~Solution. AsSome of ~~the~~those ~~date~~companies ofhave ~~this~~substantially ~~Prospectus~~greater capital resources than we do. In addition, to the extent that we ~~have~~provide ~~not~~consulting, ~~commenced~~real ~~operations~~estate and financial service, many traditional businesses can address those needs, but may be reluctant to do so in the cannabis industry.

WeThe market ~~may~~for ~~not~~vitamins beand ~~able~~other health and energy products is highly competitive and concentrated and is currently dominated by only a few familiar names, such as One-a-Day, Centrum, and private labels such as Walgrens, Walmart, and CVS. Until the development of the PureSpray method of administering the vitamins and other items directly onto the inner lining of the cheeks of the mouth, the only ways to ~~sell~~“take ~~all~~your vitamins” was by pill or liquid, but that has changed. Now, people wanting to remain healthy and who demand a quicker more efficient method of absorbing the ~~Shares~~vitamins ~~included~~and inminerals, ~~our~~and energy ~~Offering~~products into their body can use the PureSpray spray.

~~We need to raise approximately $41,247 in our pending public offering of common stock in order to complete phase one exploration of the Claims~~ Marketing and cover unpaid Offering expenses, and initial administrative and claim maintenance costs. If we are unable to sell enough of the Shares included in this Offering, we may not be able to commence or complete phase one exploration of the Claims, in which event we would need to raise additional funds to commence and complete phase one exploration. Exploration of the claim is the initial step we must take in order to determine whether further exploration and/or development is warranted. If we are unable to proceed with phase one exploration, further exploration and/or development will likewise be delayed.Sales

We will ~~may~~consider ~~never~~all ~~find~~avenues ~~commercially~~to ~~viable~~market ~~reserves~~each strategic business unit and select those that we believe will have the highest return on investment. We intend to focus on integrating overlapping marketing strategies among our strategic business units, which we believe is crucial. Our primary marketing strategies utilizes today’s social media markets, along with traditional mail, phone and relationship building strategies. Our sales strategy is to communicate and demonstrate our abilities to improve the efficiency of all phases of the transition from growing through retail distribution of cannabis industry. All of our strategic business units will service the medical marijuana dispensary as the "hub" of the sale. The key is to improve the efficiency while maintaining a high quality with custom service to the end consumer.

Mineral exploration and development involve a high degree of risk and few properties that are explored are ultimately developed into producing mines. We cannot assure you that any future mineral exploration and development activities will result in any discoveries of proven or probable reserves as defined by the SEC since such discoveries are remote. Further, we cannot provide any assurance that, even if we discover commercial quantities of mineralization, a mineral property will be brought into commercial production. Development of our mineral property will follow only upon obtaining sufficient funding and satisfactory exploration results.Government Regulation

WeThe Cole ~~will require significant additional capital to continue our exploration activities, and, if warranted, to develop mining operations.~~Memo

~~Exploration activities and, if warranted, development of the Property will involve significant expenditures.~~ We intend ~~will be required~~ to ~~raise~~conduct ~~significantly~~rigorous ~~additional~~due ~~capital~~diligence ~~in order~~ to ~~fully~~verify ~~develop~~ the ~~Property~~legality ~~for~~of ~~mining~~all ~~production~~activities ~~assuming~~ that ~~economically~~we ~~viable~~engage ~~reserves exist~~in. ~~Specifically,~~We ~~the~~realize ~~budget~~that ~~for~~there ~~the Phase 2 exploration program~~ is a ~~estimated~~discrepancy atbetween ~~$400,000. Following~~the ~~our~~laws ~~public~~in ~~offering~~some ~~of common stock~~states, wewhich ~~will~~permit ~~need~~the ~~additional~~distribution ~~funds~~and ifsale ~~we determine to proceed with Phase 2~~ of ~~our~~medical ~~exploration~~and ~~program.~~recreational ~~There~~marijuana, isfrom federal nolaw ~~assurance~~ that ~~the~~prohibits ~~exploration will disclose potential for mineral development and no assurance that~~ any such ~~development would be financially productive~~activities. ~~Our~~The ~~ability~~Controlled toSubstances ~~obtain~~Act ~~additional~~(“CSA”) ~~necessary~~makes ~~funding~~it ~~depends~~illegal ~~upon~~under afederal law ~~number~~to ~~of factors~~manufacture, ~~including~~distribute, ~~among~~or ~~others,~~dispense ~~the~~marijuana. ~~price~~Many ofstates ~~gold~~impose and ~~other~~enforce ~~base~~similar ~~metals~~prohibitions. ~~and~~Notwithstanding ~~minerals~~the federal ~~which we are able to locate and mine~~ban, ~~the~~21 ~~status~~states ~~of the national~~ and ~~worldwide economy and~~ the ~~availability~~District of ~~funds~~Columbia inhave ~~the~~legalized ~~capital~~certain ~~markets~~marijuana-related activity. IfThese we21 ~~are~~states ~~unable~~include: Alaska, toMichigan, ~~obtain~~Oregon, ~~the~~Arizona, ~~required~~Hawaii, ~~financing~~Montana, ~~for~~Rhode ~~these~~Island, orCalifornia, ~~other~~Illinois, ~~purposes~~Nevada, ~~our exploration and any production activities would be delayed or indefinitely postponed~~Vermont, ~~and this would likely~~Colorado, ~~eventually~~Maine, ~~lead to failure of our Company. Even if financing is available~~New Hampshire, ~~it may be on terms that are not favorable to us~~Washington, ~~in which case~~Connecticut, ~~our ability to become profitable or to continue operating would be adversely affected. If we are unable to raise funds to continue our exploration and feasibility work on the Property~~Maryland, orNew ~~if commercially viable reserves are not present~~Jersey, ~~the market value of our securities will likely decline~~Delaware, Massachusetts and ~~our~~New ~~investors may lose some or all of their investment~~Mexico.

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WeIn light ~~have~~of ~~incurred~~these ~~loss~~developments, ~~since~~U.S. ~~our~~Department ~~incorporation~~of ~~and~~Justice ~~may~~Deputy ~~never~~Attorney beGeneral ~~profitable~~James ~~which~~M. ~~raises~~Cole ~~substantial~~issued ~~doubt~~a ~~about~~memorandum ~~our~~(the ~~ability~~“Cole Memo”) to ~~continue~~all asUnited aStates ~~going~~Attorneys ~~concern~~providing updated guidance to federal prosecutors concerning marijuana enforcement under the CSA. The Cole Memo guidance applies to all of DOJ’s federal enforcement activity, including civil enforcement and criminal investigations and prosecutions, concerning marijuana in all states.

~~Since~~The Cole ~~the~~Memo ~~Company~~reiterates ~~was~~Congress’s ~~incorporated~~determination ~~July~~that ~~15,~~marijuana ~~2010,~~is wea ~~have~~dangerous ~~been~~drug ~~involved~~and inthat ~~organizational~~the ~~activities,~~illegal ~~have~~distribution ~~no operations~~ and ~~have~~sale of ~~incurred~~marijuana ~~operating~~is ~~losses.~~a Asserious wecrime ~~commence~~that ~~exploration~~provides ~~activities~~a onsignificant ~~the~~source ~~Property,~~of werevenue ~~expect~~ to ~~incur~~large-scale ~~additional~~criminal ~~losses~~enterprises, ~~in the foreseeable future~~gangs, and ~~such losses may be significant~~ cartels. ToThe ~~become~~Cole ~~profitable,~~Memo wenotes ~~must~~that beDOJ ~~successful~~is incommitted ~~raising capital~~ to ~~continue~~enforcement ~~with~~of ~~our~~the ~~exploration~~CSA ~~activities,~~consistent ~~discover~~with ~~economically~~those ~~feasible~~determinations. ~~mineralization~~It ~~deposits~~also ~~and~~notes that ~~establish~~DOJ ~~reserves,~~is ~~successfully~~committed ~~develop~~to ~~the~~using ~~Property~~its investigative and ~~finally~~prosecutorial ~~realize~~resources ~~adequate~~to ~~prices~~address onthe ~~our~~most ~~minerals~~significant threats in the ~~marketplace. It could be years before we receive any revenues from copper and mineral production~~most effective, ~~if ever. Thus~~consistent, weand ~~may~~rational ~~never be profitable~~way. ~~Even~~In iffurtherance weof dothose ~~achieve profitability~~objectives, wethe ~~may~~Cole ~~not~~Memo beprovides ~~able~~guidance to ~~sustain~~DOJ orattorneys and ~~increase~~law ~~profitability~~enforcement onto afocus ~~long-term~~their ~~basis.~~enforcement ~~These~~resources ~~circumstances~~on ~~raise~~persons ~~substantial~~or ~~doubt~~organizations ~~about~~whose ~~our~~conduct ~~ability~~interferes towith ~~continue~~any asone aor more ~~going concern as described in note 1~~ of the ~~notes~~following toimportant ~~financial~~priorities ~~statements.~~(the If“Cole weMemo ~~are unable to continue as a going concern, investors will likely lose all of their investments in the Company.~~priorities”):

~~Because we have not yet commenced business operations, evaluating our business is difficult.~~Preventing the distribution of marijuana to minors;
WePreventing revenue ~~were~~from ~~incorporated on July 15, 2010, and to date have been involved primarily in organizational activities. We have not earned revenues as of~~ the ~~date~~sale of ~~this~~marijuana ~~Prospectus and have incurred total losses of $23,586~~ from ~~inception~~going ~~on July 15, 2010~~ to ~~June~~criminal 30enterprises, ~~2013. Accordingly~~gangs, you cannot evaluate our business or our future prospects due to our lack of operating history. To date, our business development activities have consisted solely of organizational activities. Potential investors should be aware of the difficulties normally encountered by exploration stage companies and ~~the high rate of failure of such enterprises. In addition, there is no guarantee that we will commence business operations.Even if we do commence operations, at present, we do not know when.~~cartels;
~~Furthermore,~~Preventing the ~~prior~~diversion ~~to completion~~ of ~~our~~marijuana exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from ~~development~~states ofwhere ~~the~~it ~~Claim~~is ~~and~~legal ~~any~~under ~~production~~state oflaw ~~minerals~~in ~~from~~some ~~the~~form ~~Claim, we will not be able~~ to ~~earn~~other ~~profits or continue operations.~~states;
~~Very few mineral properties are ultimately developed into producing mines.~~Preventing state-authorized marijuana activity from being used as a cover or pretext for the trafficking of other illegal drugs or other illegal activity;
~~The~~Preventing violence ~~business of exploration for minerals~~ and ~~mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. At present,~~ the ~~Claim~~use ~~has no known body~~ of ~~commercial~~firearms ~~mineralization. Most exploration projects do not result~~ in the ~~discovery~~cultivation ofand ~~commercially~~distribution ~~mineable deposits~~ of ~~mineralization.~~marijuana;
~~Substantial~~Preventing drugged ~~expenditures~~driving ~~are required for the Company to establish mineralization reserves through drilling, to develop metallurgical processes, to extract the metal from the ore~~ and, in the ~~case~~exacerbation of ~~new~~other ~~properties,~~adverse topublic ~~develop~~health ~~the~~consequences ~~mining~~associated ~~and~~with ~~processing~~marijuana ~~facilities and infrastructure at any site chosen for mining.~~use;
~~Although substantial benefits may be derived from~~ Preventing the ~~discovery~~growing of amarijuana ~~major mineral deposit, we cannot assure you that the Company will discover minerals in sufficient quantities to justify commercial operations or that it can obtain the funds required for development~~ on apublic ~~timely~~lands ~~basis. The economics of developing precious~~ and ~~base metal mineral properties is affected by many factors including~~ the ~~cost~~attendant ofpublic ~~operations,~~safety ~~variations in the grade of ore mined, fluctuations in metal markets, costs of processing equipment~~ and ~~other~~environmental ~~factors~~dangers ~~such~~posed asby ~~government~~marijuana ~~regulations, including regulations relating to royalties, allowable~~ production, on ~~importing~~public ~~and~~lands; ~~exporting of minerals~~ and ~~environmental protection.~~
~~Fluctuating~~Preventing marijuana ~~metal~~possession ~~and~~or ~~mineral~~use ~~prices~~on ~~could~~federal ~~negatively impact our business plan~~property.

~~The~~Deputy Attorney ~~potential~~General ~~for~~Cole ~~profitability~~is ofissuing ~~metal~~supplemental ~~and~~guidance ~~mineral~~directing ~~mining~~that ~~operations~~prosecutors ~~which~~also weconsider ~~commence,~~these ifenforcement ~~any,~~priorities ~~and~~with respect ~~the value of the Property will be directly related~~ to ~~the~~federal ~~market~~money ~~price of the metals and minerals that we mine. Historically~~laundering, ~~metal~~unlicensed ~~and~~money ~~mineral prices have widely fluctuated and are influenced by a wide variety of factors~~transmitter, ~~including inflation, currency fluctuations, regional~~ and ~~global~~BSA ~~demand~~offenses ~~and~~predicated ~~political~~on ~~and~~marijuana-related ~~economic conditions. Fluctuations in the price~~ violations of ~~metal and minerals that we mine, if any, may have a significant influence on~~ the ~~market price of our common stock, and a prolonged decline in these prices will have a negative effect on our results of operations and financial condition~~CSA.

FinCEN

The Financial Crimes Enforcement Network (“FinCEN”) provided guidance on February 14, 2014 about how financial institutions can provide services to marijuana-related businesses consistent with their Bank Secrecy Act (“BSA”) obligations. For purposes of the FinCEN guidelines, a “financial institution” includes any person doing business in one or more of the following capacities:

bank (except bank credit card systems);
broker or dealer in securities;
money services business;
telegraph company;
casino;
card club; and
a person subject to supervision by any state or federal bank supervisory authority.

In general, the decision to open, close, or refuse any particular account or relationship should be made by each financial institution based on a number of factors specific to that institution. These factors may include its particular business objectives, an evaluation of the risks associated with offering a particular product or service, and its capacity to manage those risks effectively. Thorough customer due diligence is a critical aspect of making this assessment.

In assessing the risk of providing services to a marijuana-related business, a financial institution should conduct customer due diligence that includes: (i) verifying with the appropriate state authorities whether the business is duly licensed and registered; (ii) reviewing the license application (and related documentation) submitted by the business for obtaining a state license to operate its marijuana-related business; (iii) requesting from state licensing and enforcement authorities available information about the business and related parties; (iv) developing an understanding of the normal and expected activity for the business, including the types of products to be sold and the type of customers to be served (e.g., medical versus recreational customers); (v) ongoing monitoring of publicly available sources for adverse information about the business and related parties; (vi) ongoing monitoring for suspicious activity, including for any of the red flags described in this guidance; and (vii) refreshing information obtained as part of customer due diligence on a periodic basis and commensurate with the risk. With respect to information regarding state licensure obtained in connection with such customer due diligence, a financial institution may reasonably rely on the accuracy of information provided by state licensing authorities, where states make such information available.

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~~Reclamation~~As part ~~obligations~~of onits customer due diligence, a financial institution should consider whether a marijuana-related business implicates one of the ~~Property~~Cole ~~and~~Memo ~~our~~priorities ~~mining~~or ~~operations,~~violates ifstate ~~any,~~law. ~~could~~This ~~require~~is ~~significant~~a ~~additional~~particularly ~~expenditures~~important factor for a financial institution to consider when assessing the risk of providing financial services to a marijuana-related business. Considering this factor also enables the financial institution to provide information in BSA reports pertinent to law enforcement’s priorities. A financial institution that decides to provide financial services to a marijuana-related business would be required to file suspicious activity reports.

WeWhile we ~~are~~believe ~~responsible~~we ~~for~~do not qualify as a financial institution in the ~~reclamation~~United ~~obligations~~States, ~~related~~we tocannot ~~any~~be ~~exploratory~~certain ~~and~~that ~~mining~~we ~~activities~~do ~~located~~not onfall under the scope ~~Property~~of the FinCEN guidelines.~~Since~~ weAs ~~have~~such, ~~only~~as ~~begun~~we ~~exploration~~engage in financing activities, we ~~cannot~~intend ~~estimate~~to ~~these~~adhere ~~costs~~to atthe ~~this~~guidance ~~time.~~of WeFinCEN ~~may~~in conducting beand ~~required~~monitoring toour ~~file~~financial ~~for~~transactions. aBecause ~~reclamation~~this ~~bond~~area ~~for~~of ~~any~~the ~~mining~~law ~~operations~~is ~~which~~uncertain webut ~~conduct,~~expected ~~and~~to ~~the~~evolve ~~cost~~rapidly, we obelieve ~~such~~that afollowing ~~bond~~FinCEN’s guidelines will behelp ~~significant.~~us Webest dooperate ~~not~~in ~~currently~~a ~~have~~prudent, anreasonable ~~estimate~~and ofacceptable ~~the~~manner. There ~~total~~is ~~reclamation~~no ~~costs~~assurance, ~~for~~however, ~~mining~~that ~~operations~~our onactivities will not violate some aspect of the ~~Property~~CSA. ~~The~~If ~~satisfaction~~we ofare ~~current~~found ~~and~~to ~~future~~violate ~~bonding~~the ~~requirements~~federal statute ~~and~~or ~~reclamation~~any ~~obligations~~other ~~will~~in ~~require~~connection awith ~~significant~~our ~~amount~~activities, ofour ~~capital.~~company ~~There~~could isface aserious ~~risk~~criminal ~~that~~and wecivil ~~will~~sanctions. beMoreover, since ~~unable~~the touse ~~fund~~of ~~these~~marijuana ~~additional~~is ~~bonding~~illegal ~~requirements,~~under ~~and~~federal ~~further~~law, ~~that~~we ~~increases~~may tohave ~~our~~difficulty ~~bonding~~acquiring ~~requirements~~ or ~~excessive~~maintaining ~~actual~~bank ~~reclamation~~accounts ~~costs~~and ~~will~~insurance and ~~negatively~~our ~~affect~~shareholders ~~our~~may ~~financial position~~find ~~and~~it ~~results~~difficult ofto ~~operation~~deposit their stock with brokerage firms.

~~Title to mineral properties can be uncertain, and we are at risk of loss of ownership of the Claim.~~Local Laws

~~Our~~Local laws ~~ability~~at ~~to explore and mine~~ the ~~Property~~city, ~~depends~~county onand ~~the~~municipal ~~validity~~level ofadd ~~title to the Claim. The Property consists of four mining claims. Unpatented mining cl effectively only a lease from the government to extract minerals; thus~~ an ~~unpatented~~additional ~~mining~~layer ~~claim is subject to contest by third parties or the government. These uncertainties relate to such things as the sufficiency~~ of ~~mineral~~complexity ~~discovery, proper posting and marking of boundaries, failure~~ to ~~meet~~legalized ~~statutory guidelines, assessment work and possible conflicts with other claims not determinable from descriptions of record~~marijuana. ~~Since~~Despite a ~~substantial~~state’s having ~~portion~~adopted oflegislation ~~all~~legalizing ~~mineral~~marijuana, ~~exploration~~cities, ~~development~~counties and ~~mining now occurs on unpatented mining claims~~municipalities, ~~this~~within ~~uncertainty is inherent in~~ the ~~mining~~state ~~industry.~~seem Weto have ~~not~~the ~~obtained~~ability to aotherwise ~~title~~restrict ~~opinion~~marijuana ~~on the Claim. Thus~~activities, ~~there may~~including bebut ~~challenges~~not tolimited ~~the title~~ to ~~the Claim which~~cultivation, ifretail ~~successful, could impair future development and/~~or ~~operations~~consumption.

~~Our~~Zoning sets ~~operations,~~forth ifthe approved use of land in any given city, ~~will~~county or municipality. Zoning is set by local governments and may otherwise be ~~subject~~restricted toby ~~environmental~~state ~~risks~~laws, ~~which~~for ~~could~~example, ~~expose~~under uscertain state laws a seller of liquor may not be allowed to ~~significant~~operate ~~liability~~within 1,000 feet of a school. There are and ~~delay~~or will be similar restrictions imposed on marijuana operators, ~~suspension~~which orwill ~~termination~~restrict how and where marijuana operations can be located and the manner and size of which they can grow and operate. Additionally, zoning is subject to change, properties can be re-zoned and a given zoning may be withdrawn. How properties are zoned will have a direct impact on our business operations.

Mining exploration and exploitation activities are subject to national, provincial and local laws, regulations and policies, including laws regulating the removal of natural resources from the ground and the discharge of materials into the environment. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation.They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Exploration and exploitation activities are also subject to national, provincial and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of exploration methods and equipment.Intellectual Property

~~National~~Working with experienced patent and ~~state~~trademark ~~agencies~~attorneys, ~~may~~we ~~initiate~~have ~~enforcement~~begun ~~activities~~to ~~against~~explore ~~our~~patent ~~Company.~~possibilities, ~~The~~trade ~~agencies~~secret ~~involved~~and trademark protection for multiple applications of existing processes, ~~generally~~products, ~~can~~and ~~levy~~all ~~significant~~of ~~fines~~our ~~per~~newly ~~day~~developed ofproducts ~~each~~as ~~violation~~well as those in the initial stages of development, ~~issue~~both in the United States and ~~enforce~~elsewhere ~~orders~~around ~~for~~the ~~clean-up~~world. We have also begun exploring the possibilities of filing patents and ~~removal~~application patents in Europe, Asia and ~~enjoin~~other ~~ongoing~~key ~~and~~markets ~~future~~as ~~activities.~~we ~~Our~~expand ~~inability~~the tonumber ~~reach~~of ~~acceptable~~our ~~agreements~~core ~~with~~products. ~~agencies~~As inwe ~~question~~improve ~~would~~our ~~have~~technology aand develop ~~material~~new ~~adverse~~products, ~~effect~~we onanticipate usobtaining patent and trademark protection on all of our ~~ability~~newly todeveloped, ~~continue~~proprietary products. asWe aalso ~~going~~protect ~~concern~~our intellectual property through confidentiality agreements with our vendors and consultants.

Environmental and other legal standards imposed by national, provincial or local authorities are constantly evolving, and typically in a manner which will require stricter standards and enforcement, and increased fines and penalties for non-compliance. Such changes may prevent us from conducting planned activities or increase our costs of doing so, which would have material adverse effects on our business. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages that we may not be able to or elect not to insure against due to prohibitive premium costs and other reasons. Unknown environmental hazards may exist on the Property or upon properties that we may acquire in the future caused by previous owners or operators, or that may have occurred naturally.Employees

We currently have approximately five full-time employees and two independent contractors. We have access to a large number of part time people on whom we can call as needed. As our research and development activities increase and production commences, we expect to hire additional personnel to meet our technology, production, distribution and administrative office needs.

ITEM 1A. RISK FACTORS

This report includes forward-looking statements about our business and results of operations that are subject to risks and uncertainties. See "Forward-Looking Statements," above. Factors that could cause or contribute to such differences include those discussed below. We have discussed all known material risks below, however, we may also be subject to additional risks and uncertainties not presently known to us or that we currently deem immaterial. If any of these known or unknown risks or uncertainties actually occur, our business could be harmed substantially.

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~~Our~~Risks Relating ~~industry is highly competitive, attractive mineral lands are scarce and we may not be able~~ to ~~obtain~~Our ~~quality~~Business ~~properties or recruit~~ and ~~retain qualified employees.~~Marketplace

WeOur continued ~~compete~~success ~~with many companies in the mining industry, including large, established mining companies with capabilities, personnel and financial resources that far exceed our limited resources. In addition, there~~ is adependent ~~limited~~on ~~supply~~additional ofstates ~~desirable~~legalizing ~~mineral~~medical ~~lands available for claim staking, lease~~ or ~~acquisition~~recreational inmarijuana ~~North America,~~ and ~~other~~additional ~~areas~~counties ~~where we may conduct exploration activities. We are at a competitive disadvantage~~ in ~~acquiring~~California passing ~~mineral~~legislation ~~properties, since we compete with these larger individuals and companies, many of which have greater financial resources and larger technical staffs. Likewise, our competition extends~~ to ~~locating~~allow ~~and employing competent personnel and contractors to prospect, develop and operate mining properties~~dispensaries.Many of our competitors can offer attractive compensation packages tha we may not be able to meet. Such competition may result in our Company being unable not only to acquire desired properties, but to recruit or retain qualified employees or to acquire the capital necessary to fund our operation and advance our properties.Our inability to compete with other companies for these resources would have a material adverse effect on our results of operation and business.

WeContinued development ~~depend~~of the medical and recreational marijuana market is dependent upon continued legislative authorization of marijuana at the state level for medical or recreational purposes and, in certain states, including California, based on ~~our~~the ~~Chief~~specifics ~~Executive~~of the ~~Officer~~legislation passed in that state, on local governments authorizing a sufficient number of dispensaries. Any number of factors could slow or halt the progress. Further, progress, while encouraging, is not assured and the ~~loss~~process normally encounters set-backs before achieving success. While there may be ample public support for legislative proposal, key support must be created in the legislative committee or a bill may never advance to a vote. Numerous factors impact the legislative process. Any one of ~~this~~these ~~individual~~factors could ~~adversely~~slow or halt the progress and adoption of marijuana for medical and recreational purposes, which would limit the market for our products and negatively affect our business, revenues and profitability.

~~Our~~Marijuana remains ~~Company~~illegal isunder ~~completely~~federal ~~dependent on David Mough, our President, Chief Executive Officer and Director~~law. Mr. Mough has experience in and has made decisions with respect to exploration of mines and mineral production activity in his capacity as a qualified Mining Geologist. The loss of Mr. Mough’s services and his knowledge of the Property and the industry would significantly and adversely affect our business. We have no life insurance on the life of David Mough.

~~Because~~Marijuana remains ~~our~~illegal ~~President~~under federal law. Even in those jurisdictions in which the use of medical marijuana has been legalized at the state level, its prescription is a violation of federal law. The United States Supreme Court has that it is the federal government that has the right to regulate and ~~Secretary~~criminalize ~~have~~cannabis, ~~other~~even ~~business~~for ~~interests~~medical purposes. Therefore, ~~they~~federal ~~may~~law ~~not~~criminalizing the use of marijuana trumps state laws that legalize its use for medicinal purposes. At present the states are standing tall against the federal government, maintaining existing laws and passing new ones in this area. This may be ~~able~~because orthe ~~willing~~Cole toMemo ~~devote~~and the Obama administration has made a ~~sufficient~~policy ~~amount~~decision ofto ~~time~~allow states to ~~our~~implement ~~business~~these ~~operations~~laws and not prosecute anyone operating in accordance with applicable state law. However, ~~causing~~we face another presidential election cycle in 2016, and a new administration could introduce a less favorable policy. A change in the federal attitude towards enforcement could cripple the industry. Active enforcement of the current federal regulatory position on cannabis on a regional or national basis may adversely affect the market for our ~~business~~products and services or expose us to ~~fail~~criminal prosecution.

~~Presently,~~The alternative ~~our~~medicine ~~officers~~industry ~~and~~faces ~~directors,~~strong ~~spend only a minimum number of hours per week of their business time providing their services to us~~opposition. While they presently possess adequate time to attend to our interests, it is possible that the demands on them from their other obligations could increase with the result that they would no longer be able to devote sufficient time to the management of our business.

~~The~~It is ~~nature~~believed ofby ~~mineral~~many ~~exploration~~that ~~and~~well-funded, ~~production~~significant ~~activities~~businesses ~~involves~~may have a ~~high~~strong ~~degree~~economic opposition to the medical marijuana industry as currently formed. We believe that the pharmaceutical industry clearly does not want to cede control of ~~risk~~any compound that could become a strong selling drug. For example, medical marijuana will likely adversely impact the existing market for Marinol, the current “marijuana pill” sold by mainstream pharmaceutical companies. Further, the medical marijuana industry could face a material threat from the pharmaceutical industry should marijuana displace other drugs or simply encroach upon the pharmaceutical industry’s market share for compounds such as marijuana and its component parts. The pharmaceutical industry is well funded with a strong and experienced lobby that eclipses the ~~possibility~~funding of ~~uninsured~~the ~~losses~~medical ~~that~~marijuana movement. Any inroads the pharmaceutical industry makes in halting or rolling back the medical marijuana movement could have ~~materially~~a detrimental impact on the market for our products and ~~adversely~~services, ~~affect~~and thus on our business, operations and financial condition.

~~Mineral~~Our clients ~~exploration~~may ~~and~~have ~~production~~difficulty ~~activities~~accessing ~~are highly speculative activities and involve greater risk than many other businesses. Many exploration programs do not result in~~ the ~~discovery~~service of economically feasible mineralization. Few properties that are explored are ultimately advanced to the stage of producing mines. We are subject to all of the operating hazards and risks normally incident to exploring for and developing mineral properties. The primary risk related to exploration activities is that the exploration activity will reveal that there are no mineral deposits on the Property to warrant the commencement of production activitiesbanks, in which ~~case~~may ~~the~~make ~~expenses~~it difficult for ~~the~~them ~~exploration activity will have been spent with no prospect of recovery. Risks which we expect~~ to ~~experience~~purchase ~~in the production phase of~~ our ~~operations,~~products ~~if operations are warranted based upon the results of our exploration phase, include but are not limited to:~~and services.

•As discussed ~~economically~~above, ~~insufficient~~the ~~mineralized~~use ~~material~~of marijuana is illegal under federal law. Therefore, there is a compelling argument that banks cannot accept for deposit funds from the drug trade and therefore cannot do business with our clients that traffic in marijuana, and clinic operators often have trouble finding a bank willing to accept their business. On February 14, 2014 FinCEN released guidance to banks “clarifying Bank Secrecy Act (“BSA”) expectations for financial institutions seeking to provide services to marijuana-related businesses.” In addition, U.S. Rep. Jared Polis (D-CO) has stated he will seek an amendment to banking regulations and laws in order to allow banks to transact business with state-authorized medical marijuana businesses. While these are positive developments in this regard, there can be no assurance this legislation will be successful, that even with the FinCEN guidance that banks will decide to do business with medical marijuana retailers, or that in the absence of actual legislation state and federal banking regulators will not strictly enforce current prohibitions on banks handling funds generated from an activity that is illegal under federal law. The inability of potential clients in our target market to open accounts and otherwise use the service of banks may make it difficult for them to purchase our products and services.

• fluctuations in production costs that may make mining uneconomical

• labor disputes

• unanticipated variations in grade and other geologic problems

• environmental hazards

• water conditions

• difficult surface or underground conditions

• industrial accidents; personal injury, fire, flooding, cave-ins and landslides

• metallurgical and other processing problems

• mechanical and equipment performance problems; and

• decreases in revenues and reserves due to lower gold and mineral prices

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~~Any~~At this stage of ~~these~~our ~~risks~~business ~~can~~operations, ~~materially~~we ~~and~~may ~~adversely~~never ~~affect,~~achieve ~~among~~our ~~other~~goals ~~things,~~for ~~the~~profitability ~~development~~or ofgenerate ~~properties,~~any ~~production~~additional ~~quantities~~significant amount ~~and~~of ~~rates~~revenues, ~~costs~~thus ~~and~~potential ~~expenditures~~investors ~~and production commencement dates. We currently~~ have noa ~~insurance~~high toprobability ~~guard against any~~ of ~~these~~losing ~~risks~~their investment. If we ~~determine that capitalized costs associated with any of our mineral interests~~ are ~~not~~unable ~~likely~~ to becontinue as ~~recovered, we would incur~~ a ~~write-down~~going ofconcern, ~~our~~you ~~investment~~will inlose ~~these~~your ~~interests~~investment. ~~All of these factors may result in losses in relation to amounts spent which are not recoverable.~~

~~Our~~There is nothing at this time on which to base an assumption that our business operations ~~are~~will ~~subject~~prove to ~~permitting~~be ~~requirements~~successful ~~which~~or ~~could~~that ~~require~~we uswill be able to ~~delay~~operate profitably. Our future operating results will depend on many factors, ~~suspend~~including orour ~~terminate~~ability to raise adequate working capital, demand for our ~~operations~~products, onthe level of our ~~mining~~competition ~~property~~and our ability to attract and maintain key management and employees. If we are unable to continue as a going concern, you will lose your investment. You should not invest in this offering unless you can afford to lose your entire investment.

~~Our~~We will ~~operations,~~likely ~~including~~need ~~our~~additional ~~planned~~capital ~~exploration~~in ~~activities on~~ the ~~Property,~~future ~~require~~to ~~permits~~finance ~~from~~our ~~governmental~~planned ~~agencies.~~growth, Wewhich we may not be ~~unable~~able to ~~obtain~~raise ~~these~~or ~~permits~~it inmay aonly be ~~timely~~available ~~manner,~~ on ~~reasonable~~ terms orunfavorable atto ~~all.~~us ~~If we cannot obtain~~ or ~~maintain~~our ~~the~~stockholders. ~~necessary permits~~Ultimately, orthis ifmay ~~there~~result ~~is a delay~~ in ~~receiving these permits,~~ our ~~timetable~~inability ~~and~~to ~~business~~fund ~~plan~~our ~~for~~working capital ~~exploration~~requirements ofand ~~the~~harm ~~Property~~our ~~will~~operational ~~be adversely affected~~results.

~~Mineral exploration involves a high degree of risk against which~~ We have and expect to continue to have substantial capital expenditure and working capital needs. We expect raising $2,000,000, together with cash generated from operations and our current cash, cash equivalents and short-term investments to meet our working capital and capital expenditure requirements for only the ~~Company is~~ next one to three years. However, after that time we expect that we will need to raise additional funds to fund our anticipated development needs and implement our growth strategy, or to respond to competitive pressures and/or perceived opportunities, such as investment, acquisition, marketing and development activities. We expect that we will need to raise additional funds sooner than that if we do not ~~currently insured~~ raise the amount of money we need.

~~Unusual~~If there oris ~~unexpected~~low ~~rock~~consumer ~~formations~~demand for our products, ~~formation~~operating ~~pressures~~difficulties or other factors, ~~fires~~many of which are beyond our control, which ~~power~~causes ~~outages~~our revenues or cash flows from operations, ~~labor~~if ~~disruptions~~any, ~~flooding~~to decrease, ~~cave-ins~~we may be limited in our ability to spend the capital necessary to complete our development, ~~landslides~~marketing and ~~the~~growth ~~inability~~programs. We will require additional financing, in addition to ~~obtain~~anticipated cash ~~suitable~~ generated from our operations, to fund our planned growth. Additional financing might not be available on terms favorable to us, or at all. If adequate ~~machinery,~~funds ~~equipment~~were not available or ~~labor~~were ~~are~~not ~~risks~~available ~~involved~~on inacceptable ~~the~~terms, ~~operation~~our ofability ~~mines~~to ~~and~~fund ~~the~~our ~~conduct~~operations, take advantage of ~~exploration~~unanticipated ~~programs~~opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. ~~The~~In ~~Company~~such ~~has~~a ~~relied~~capital onrestricted situation, we may curtail our marketing, development, and ~~will~~operational ~~continue~~activities or be forced to ~~rely~~sell ~~upon~~some ~~consultants~~of ~~and~~our ~~others~~assets ~~for~~on ~~exploration~~an ~~expertise~~untimely or unfavorable basis, each of which could have a material adverse effect on our results of operations and financial condition.

ItWe depend ison ~~not~~certain ~~always~~key ~~possible to fully insure against such risks~~employees, and believe the ~~Company~~loss ~~may decide not to take out insurance against such risks as a result~~ of ~~high premiums or other reasons.Should such liabilities arise, they could reduce or eliminate~~ any ~~future~~of ~~profitability~~them ~~and~~would ~~result~~have ~~in increasing costs and~~ a ~~decline~~material inadverse ~~the~~effect ~~value~~on ofour ~~the Company’s shares~~business. ~~The Company does not currently maintain insurance relating to the Property.~~

~~Mining accidents or other material adverse events at~~ We depend on the continued services of our ~~mining location may reduce~~ management team, including Clinton Pyatt, President and Chief Executive Officer, and Brian Loiselle, Chief Financial Officer, Eric Dena, Chief Operations Officer, as well as our outside engineering consultants and contractors. While we have no assurance that our current management will produce successful operations, the loss of such personnel could have an adverse effect on meeting our production ~~levels~~ and financial performance objectives. We have no assurance that we will not lose the services of these or other key personnel and may not be able to timely replace any personnel if we do lose their services.

IfWe do wenot ~~commence~~yet ~~mining~~have ~~operations on the Property, production may fall below estimated levels as~~ a ~~result~~principal ofaccounting ~~mining accidents, such as a pit wall failure in an open pit mine, or cave-ins or flooding at underground mines~~officer. In addition, production may be unexpectedly reduced at a location if, during the course of mining, unfavorable ground conditions or seismic activity are encountered, ore grades are lower than expected, the physical or metallurgical characteristics of the ore are less amenable to mining or treatment than expected, or our equipment, processes or facilities fail to operate properly or as expected.

~~The costs to meet~~ None of our ~~reporting~~ executive officers have an accounting background. As we grow, raise capital and ~~other requirements~~ exist as a public reporting company ~~subject~~ , we will need to ~~the Securities Exchange Act of 1934~~ retain a qualified principal accounting officer to oversee our financial reporting, which will increase our overhead expense. We cannot assure you that we will be ~~substantial and may result in~~ ~~us having insufficient funds~~ able to ~~expand our business or even~~ retain such a person. If we are unable to ~~meet routine business obligations~~ retain a principal accounting officer, we will need to outsource oversight of our financial reporting, which will likely be more costly than hiring someone.

Upon becoming subject to the reporting requirements of the Securities Exchange Act of 1934, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements, if applicable. We are ~~estimate~~at risk that ~~these costs will range up to $18,000 per year for~~ the ~~next~~market ~~few years and~~ will benot ~~higher~~accept ifnew ~~our~~products ~~business~~which ~~volume~~we ~~and activity increases but lower during the first year of being public because our overall business volume will be lower~~develop. ~~These obligations will reduce our ability and resources to fund other aspects of our business and may prevent us from meeting our normal business obligations.~~

~~Risks~~Acceptance by ~~Related~~our customers of any new products will be essential to the growth and success of our business. If our products do not receive market acceptance, our revenues and operating results will likewise not reach the levels we anticipate. Our ~~Common~~products ~~Stock~~have little brand name recognition and are based on new and developing technology. We intend at this time to develop and market one primary series of products – the Spray-A-Day spray vitamins and nutrients using our dispensing spray technology. Market acceptance will be critical to our success because we do not intend to have a diversified product line.

The Offering Price of the Shares in our pending Public Offering is arbitrary.

The Offering Price of the Shares in our pending public offering of common stock has been determined arbitrarily by the Company and bears no relationship to the Company’s assets, book value, potential earnings or any other recognized criteria of value.

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~~Since~~Large scale ~~our~~production ~~shares~~of ~~are~~our ~~not~~products ~~listed~~will orbe ~~quoted~~capital onintensive ~~any~~and ~~exchange~~subject orto ~~quotation~~many ~~system,~~risks ~~the~~including ~~offering~~lack ~~price~~ of ~~$0.01~~supply ~~for the shares~~ of ~~common~~materials ~~stock~~or component ~~was~~parts, ~~determined~~increasing ~~arbitrarily.~~prices ~~The~~of ~~offering~~materials, ~~price~~warranty ~~bears~~and noproduct ~~relationship~~liability toclaims, ~~the~~work ~~book value~~stoppages, ~~assets~~strikes or ~~earnings of our company or any~~ other ~~recognized~~labor difficulties, ~~criteria~~and ofchanges ~~value.~~in ~~The~~governmental ~~offering price should not be regarded as an indicator of the future market price of the securities~~regulations.

~~The~~Our products ~~Company~~are ~~has~~constantly in a ~~lack~~state of ~~dividend~~development ~~payments~~or testing. We have some experience in mass production of these products, but in order to achieve our growth goals will need to expand this production to several times its current state. We do not know if we will be able to control production and quality control issues. Defects in our production process or the products produced could cause our costs to exceed those projected and could result in substantial product related claims and harm our industry reputation, which would diminish acceptance of our products in targeted markets. While we have projected costs for production and believe that we can produce our products profitably, our projections may prove inaccurate due to many factors. It is also possible that while production may be profitable at certain levels, our sales may never reach such levels or, due to capital constraints, we may be unable to achieve optimum levels of production. If our production costs or other costs associated with warranty or liability claims exceed our projected costs, our projected margins may not be realized and we may never achieve the profitable operations we are forecasting.

~~The~~We may ~~Company~~outsource ~~has~~our noproduction ~~plans~~growth to ~~pay~~foreign ~~any~~countries, ~~dividends~~which incould place us at a disadvantage by subjecting us to the ~~foreseeable~~difficulties of ~~future~~foreign outsourcing.

~~Certain~~To control ~~Company~~costs, ~~actions~~we expect that a portion of our products will be manufactured outside the United States. International operations are subject to a wide variety of risks, including political, religious and economic instability, uncertainty over legal protection of intellectual property rights, local labor market conditions, the ~~interests~~imposition of ~~stockholders~~foreign tariffs and other trade restrictions, the impact of foreign government regulations, the effects of income and withholding tax, governmental expropriation and differences in business practices and cultures. We may ~~differ~~incur increased costs and experience delays or disruptions in product deliveries and payments in connection with international manufacturing and sales that could cause loss of revenue. Unfavorable changes in the political, regulatory, and business climate could have a material adverse effect on our financial condition, results of operations and cash flows.

~~The~~We are ~~voting~~dependent ~~control~~upon ofsuppliers ~~the~~and ~~Company~~manufacturers ~~could discourage others from initiating a potential merger, takeover or another change-of-control transaction that could be beneficial~~ to ~~stockholders.~~produce Ascomponents ~~a result, the value~~ of ~~stock could be harmed. Purchasers should be aware that after completion of~~ our ~~pending offering of common stock, a single stockholder who is our president and director will own 44~~products.~~4% of the Company’s issued and outstanding common stock if the maximum amount of the offering is sold. This stockholder will own a greater percentage if less than the maximum offering is sold.~~

~~Currently~~Whether we manufacture all or portions of our products internally or outsource production to third parties, ~~there~~we iswill nobe ~~public~~dependent ~~market~~on third party suppliers and manufacturers for significant portions of our ~~securities,~~production operations. We have had preliminary discussions with certain of these third suppliers and wemanufacturers ~~cannot~~and ~~assure~~have ~~you~~entered ~~that~~into ~~any~~a ~~public~~few ~~market~~agreements ~~will~~at ~~ever~~this ~~develop~~time and itexpect isto ~~likely~~enter into more supply and manufacturing agreements in the near future. Our inability to beenter ~~subject~~into other agreements with certain of these third parties could cause substantial delay in implementing our business plan. Our inability to ~~significant~~obtain ~~price~~timely ~~fluctuations~~delivery from our suppliers and manufacturers or to locate alternate sources of supply could cause a loss of revenue. Failure to satisfy market demand could result in failure to achieve our sales objectives.

~~Currently,~~Our industry ~~there~~ is nohighly ~~public~~competitive, ~~market~~and ~~for~~competitive ~~our~~pressures ~~stock~~could ~~and~~impact our ~~stock~~return ~~may never be traded~~ on ~~any exchange~~investment, ~~or,~~ if ~~traded, a public market may not materialize~~any. ~~Even if we are successful in developing a public market, there may not be enough liquidity in such market to enable stockholders to sell their stock.~~

~~Our~~The marijuana ~~common~~and ~~stock~~hemp ismarkets ~~unlikely~~continue to bemature, ~~followed~~highly byconcentrated ~~any market analysts,~~ and ~~there~~highly ~~may~~competitive. beSteep ~~few~~discounts orand norebates ~~institutions~~as ~~acting~~ high as ~~market~~20% ~~makers~~are ~~for~~standard ~~the common stock. Either of these factors could adversely affect the liquidity~~ and ~~trading~~suppliers ~~price of our common stock. Until our common stock is fully distributed~~ and anconsumers ~~orderly~~often ~~market~~have ~~develops~~high indegrees ~~our~~of ~~common~~brand ~~stock, if ever, the price at which it trades is likely to fluctuate significantly~~loyalty. ~~Prices~~Price ~~for~~competition ~~our~~has ~~common~~increased ~~stock will be determined~~ in ~~the~~recent years ~~marketplace~~ and ~~may be influenced by~~ many ~~factors, including the depth and liquidity~~ of ~~the market for shares of~~ our ~~common~~competitors ~~stock,~~are ~~developments~~increasing ~~affecting~~expenditures ~~our~~on ~~business,~~research ~~including~~and ~~the~~development ~~impact of the factors referred~~ to ~~elsewhere~~develop inimproved ~~these Risk Factors, investor perception of the Company,~~ and ~~general~~less ~~economic and market conditions~~expensive products. ~~No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.~~

~~Because~~We expect ~~Mr. Mough,~~ our ~~president~~primary ~~and~~competition ~~director,~~to ~~who~~be isfrom ~~also~~manufacturers ~~our~~of ~~promoter,~~products. ~~will~~These ~~own~~products aaccount ~~substantial~~for ~~amount~~over 40% of the ~~outstanding~~sales ~~shares~~of ~~after~~medical and ~~completion~~recreational ofmarijuana. ~~our~~“Smoking” ~~pending~~or ~~offering~~inhaling is firmly established as the preference of ~~common~~many ~~stock,~~consumers. heThere is ~~will~~also ~~retain~~a ~~significant~~perception ~~influence~~among ~~over~~many usconsumers that the consumption of concentrates and beother ~~able~~nutrients toin ~~strongly~~liquid ~~influence~~form is a better way to consume the ~~election~~product. ofOur ~~directors~~success ~~which~~will ~~could~~depend ~~decrease~~to a very high degree in the ~~price~~perception and ~~marketability~~to oftake ~~the~~market ~~Shares~~share away from conventional methods.

~~Even~~We are ifunsure ~~we sell all 10,000,000 shares~~ of ~~common stock in~~ our ~~pending~~ability ~~offering~~to ofprotect ~~common stock,~~ our ~~president~~intellectual ~~and director, David Mough will still own 8,000,000 shares and will continue to strongly influence the decisions of the Company~~property. ~~As a result, Mr. Mough will have significant influence to:~~

·Protection of ~~elect~~our intellectual property as it is developed will be an important factor in product recognition, maintaining goodwill and maintaining or ~~defeat~~increasing market share. We plan to hire an experienced law firm that is renowned for their work in the ~~election~~intellectual ofproperty arena, to work with us on patent and trademark filings and protection. However, if we do not adequately protect our ~~directors;~~rights in our intellectual property from infringement, any goodwill that we may develop in the future could be lost or impaired. If the intellectual property we use is found to infringe upon the proprietary rights of another company, we could be forced to stop using that intellectual property, and as a result we could lose all the goodwill that has been developed therein, and we could be liable for damages caused by an infringement.

· amend or prevent amendment of our articles of incorporation or bylaws;

· effect or prevent a merger, sale of assets or other corporate transaction; and

· effect the outcome of any other matter submitted to the stockholders for vote.

Moreover, because of the significant ownership position held by Mr. Mough, new investors may not be able to effect a change in the Company’s business or management, and therefore, stockholders would be subject to decisions made by management and the majority stockholder.

In addition, sales of significant amounts of shares held by Mr. Mough, or the prospect of these sales, could adversely affect the market price of our common stock. Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

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~~Purchasers~~Since we intend to outsource a portion of ~~shares~~our production to foreign countries, we will face additional challenges in protecting our intellectual ~~pending~~property. ~~public~~The ~~offering~~laws of ~~common~~foreign ~~stock~~countries ~~will~~may ~~incur~~not ~~immediate~~be ~~and~~as ~~substantial~~favorable ~~dilution~~as those of the ~~price~~United ~~paid~~States ~~for~~where ~~the~~intellectual property ~~shares~~is concerned and policing of unauthorized use and enforcement of protective laws is much more difficult and expensive when a foreign country is involved.

~~Our~~There can ~~existing~~be ~~stockholder~~no ~~acquired~~assurance ~~his~~that ~~shares~~we atwill abe ~~cost~~able ofto $0adequately protect our intellectual property.~~001~~ ~~per~~Litigation ~~share,~~may abe ~~cost~~necessary ~~per~~in ~~share~~the ~~that~~future to isprotect ~~substantially~~our ~~less~~intellectual ~~than~~property rights; determine the ~~amount~~validity ~~paid~~and byscope ~~purchasers~~of the proprietary rights of ~~our~~others; ~~common~~or ~~shares~~defend inagainst claims ~~our~~of ~~pending~~infringement ~~public~~or ~~offering~~invalidity. ~~Accordingly~~Such litigation, ~~any~~whether ~~investment in~~successful ~~these~~or ~~shares~~unsuccessful, ~~will~~could result in ~~the~~substantial ~~immediate~~costs and diversions ~~substantial~~of ~~dilution~~resources, either of ~~the~~which ~~net~~could ~~tangible~~seriously ~~book~~harm ~~value~~our business. There can be no assurance that our competitors, some of ~~those~~which ~~shares~~have ~~from~~substantially ~~the~~greater ~~$0.01~~resources, ~~paid~~will ~~for~~not ~~them.~~obtain ~~Upon~~patents ~~completion~~or ofother intellectual property protection that will restrict our ~~pending~~ability ~~public~~to ~~offering,~~make ~~the~~and ~~net~~sell ~~tangible~~our ~~book~~products. ~~value~~Our offailure to protect the ~~shares~~proprietary ~~purchased~~and ~~will~~intellectual beproperty ~~$0.0055~~rights orrelating ~~less~~to our products would have a material adverse effect on our business.

WeOur operating results may, invary ~~the~~as ~~future,~~a ~~issue~~result ~~additional~~of ~~common~~seasonal ~~shares,~~fluctuations ~~which~~in ~~would~~customer ~~further~~demand ~~reduce~~and ~~investors'~~expenses, ~~percentage~~which ofmay ~~ownership~~ in ~~the~~turn ~~Company~~cause ~~and~~fluctuations in ~~may~~the ~~dilute~~value of our ~~share~~common ~~value~~stock.

~~Our Certificate~~ Some of ~~Incorporation~~our ~~authorizes~~target ~~the~~markets ~~issuance~~are ~~of 100~~cyclical,~~000,000~~ ~~shares~~and ofa ~~common~~decline ~~stock,~~in ~~$0.001~~any ~~par value,~~ of ~~which~~these ~~8,000,000~~markets ~~shares~~could ~~are~~have ~~issued~~a ~~and~~material ~~outstanding.~~adverse ~~The~~effect ~~future~~on ~~issuance~~our ofperformance. The ~~common~~vitamin ~~stock~~business, ~~may~~especially ~~result~~for incertain ~~further~~vitamins, ~~and~~such ~~substantial~~as ~~dilution~~Vitamin inC ~~the~~during ~~percentage~~cold ofseason, ~~our~~can ~~common~~be ~~stock~~cyclical ~~held~~and bydependent ~~our~~on consumer ~~then~~spending ~~existing~~and ~~stockholders.~~is Wetherefore ~~may~~impacted ~~value~~by ~~any common stock issued in~~ the ~~future~~strength ~~on an arbitrary basis. The issuance~~ of ~~common~~the ~~stock~~economy ~~for~~generally, ~~future~~flu ~~services~~season orand ~~acquisitions or~~ other ~~corporate~~factors, ~~actions~~including national, ~~may~~regional ~~have~~and ~~the~~local ~~effect~~slowdowns ofin ~~diluting~~economic ~~the~~activity ~~value of the shares held by our investors~~ and ~~might~~job ~~have~~markets, anwhich ~~adverse~~can ~~effect~~result onin ~~any~~a ~~trading~~general ~~market~~decrease ~~for~~in ~~our~~product demand ~~common~~from ~~stock~~consumers.

~~Our~~If there ~~Common~~should ~~Stock~~be ~~will~~a general economic downturn or recession, there may exist, the potential of reducing our expected revenue and potential future customer base. In such an event our business could be ~~subject~~materially and adversely affected. To mitigate these risks we intend to ~~“penny~~broaden ~~stock”~~our ~~rules~~geographical market, which may moderate any negative effects of general economic downturn or recession. There can be ~~detrimental~~no toassurance, ~~investors~~however, that we will not lose revenue, customers or distributors in the event of economic downturns. Our operating results may vary as a result of seasonal factors. Fluctuations in our operating results could cause fluctuations in the value of our common stock.

The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share. Such securities We are ~~subject~~exposed to ~~rules~~insurance ~~that~~and ~~impose~~claims ~~additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules~~costs, ~~the~~as ~~broker-dealer must make~~ a ~~special~~result ~~suitability determination for the purchaser~~ of ~~such securities and have received~~ the ~~purchaser’s~~nature ~~written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction,~~ of aour ~~disclosure schedule prepared by the SEC relating to the penny stock market~~business. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities 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.Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As the shares immediately following this Offering will likely be subject to such penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to sell their Shares in the secondary market.

~~We have not voluntarily implemented various corporate governance measures,~~ Any business where the product is consumed by the general public is exposed to potential product liability risks that are inherent in the ~~absence~~ design, manufacture and sale of ~~which~~ products. While we intend to maintain suitable product liability insurance, ~~stockholders may have more limited protections~~ there can be no assurance that we will be able to obtain or maintain this insurance on acceptable terms or that this insurance will provide adequate protection against ~~interested director transactions, conflicts~~ potential liabilities. A series of ~~interest~~ product liability claims against the Company, whether successful or not, could materially and ~~similar matters~~ adversely affect our reputation and business.

Recent U. S. legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges and NASDAQ are those that address board of directors’ independence, audit committee oversight and the adoption of a code of ethics. We have not ~~yet~~implemented ~~adopted~~various ~~any~~voluntary ~~of these~~ corporate governance measures ~~and~~, since our securities are not listed on a national securities exchange or NASDAQ, we are not required to do so. It is possible that if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of ~~audit~~which, ~~nominating~~stockholders ~~and~~may ~~compensation~~have ~~committees~~more ~~comprised~~limited protections ofagainst atinterested ~~least~~director ~~a majority of independent directors~~transactions, ~~decisions~~conflicts ~~concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority~~ of ~~directors who have an~~ interest inand ~~the~~similar ~~outcome of the~~ matters ~~being decided~~. ~~Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.~~

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE, or the Nasdaq Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges and Nasdaq are those that address board of directors’ independence, audit committee oversight, and the adoption of a code of ethics.

We have not yet adopted any of these other corporate governance measures and, since our securities are not listed on a national securities exchange or Nasdaq, we are not required to do so. We have not adopted corporate governance measures such as an audit or other independent committees of our board of directors as we presently have only three directors. If we expand our board membership in future periods to include independent directors, we may seek to establish an audit and other committees of our board of directors. It is possible that if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees are made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should consider our current lack of corporate governance measures in making their investment decisions.

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~~FINRA~~We may ~~sales~~be ~~practice~~exposed ~~requirements~~to ~~may~~potential ~~limit~~risks arelating ~~stockholder’s ability~~ to ~~buy~~our ~~and~~internal ~~sell~~controls ~~our~~over ~~stock~~financial reporting.

~~FINRA~~As directed ~~has~~by ~~adopted~~Section ~~rules~~404 ~~that~~of ~~require~~the ~~that~~Sarbanes-Oxley inAct ~~recommending~~of an2002 ~~investment~~(“SOX ~~to a customer~~404”), ~~a broker-dealer must have reasonable grounds for believing that~~ the ~~investment~~Securities isand ~~suitable~~Exchange ~~for~~Commission ~~that~~adopted rules ~~customer.~~requiring ~~Prior~~public tocompanies ~~recommending speculative low priced securities~~ to ~~their~~include ~~non-institutional~~a ~~customers,~~report ~~broker-dealers~~of ~~must~~management ~~make~~on ~~reasonable efforts to obtain information about~~ the ~~customer~~company’s ~~financial~~internal ~~status,~~controls ~~tax~~over ~~status,~~financial ~~investment~~reporting in ~~objectives~~their ~~and~~annual ~~other information. Under interpretations of these rules~~reports, ~~FINRA~~including ~~believes~~Form ~~that~~10-K. ~~there~~We isare asubject ~~high~~to ~~probability~~the ~~that~~requirement ~~speculative~~of ~~low~~having ~~priced~~our ~~securities~~annual ~~will~~report ~~not~~contain bemanagement’s assessment ~~suitable~~of ~~for~~the ~~certain~~effectiveness ~~customers.~~of ~~FINRA~~the ~~requirements~~Company’s ~~will~~internal ~~likely~~control ~~make~~over itfinancial ~~more~~reporting. ~~difficult~~We ~~for~~are ~~broker-dealers~~currently toevaluating the ~~recommend~~effect that ~~their~~compliance ~~customers~~with ~~buy~~Section ~~our~~404 ~~common~~will ~~stock, which may~~ have ~~the~~on ~~effect~~our ofconsolidated ~~reducing~~operating ~~the~~results ~~level~~and offinancial ~~trading~~condition, ~~activity~~and inthe ~~our~~cash flow ~~common~~necessary ~~stock.~~to Asimplement aSOX ~~result~~404, ~~fewer~~in ~~broker-dealers~~order ~~may be willing~~ to ~~make~~allow ~~a market in~~ our ~~common~~management ~~stock, reducing a stockholder’s ability~~ to ~~resell~~report ~~shares~~on of our ~~common~~internal ~~stock~~controls.

IfWe expect ~~quoted~~to onexpend significant resources in developing the ~~OTCBB,~~necessary documentation and testing procedures required by SOX 404. We are unable at this time to quantify the ~~price~~amount ofwe ~~our~~will ~~common~~spend ~~stock~~to ~~may~~develop bethe ~~volatile,~~necessary ~~which~~documentation ~~may~~and ~~substantially~~testing ~~increase~~required by SOX 404. If we do not have sufficient resources to fund the ~~risk~~documentation ~~that~~and ~~you~~testing ~~may~~required by SOX 404, and to engage qualified staff or consultants to assist us with compliance issues as required in connection with our audits, we will not be able to ~~sell~~fulfill our ~~your~~obligation ~~shares~~publicly-reporting atcompany and we may have difficulty attracting additional equity or ~~above~~debt ~~the~~financing, ~~price~~each ~~that~~of ~~you~~which could ~~may~~materially ~~pay~~adversely ~~for~~affect ~~the~~our ~~shares~~business.

~~Currently,~~We have ~~there~~adopted isbroad noindemnification ~~public market for our stock~~ and ~~our~~liability ~~stock~~limiting ~~may~~provisions ~~never~~for bepurposes ~~traded~~of onprotecting ~~any exchange, or, if traded, a public market may not materialize. Even if~~ our ~~shares~~officers ~~are quoted for trading on the OTCBB following this offering~~ and ~~a public market develops for our common stock, the market price of our common stock may be volatile~~directors. ~~It may fluctuate significantly in response to the following factors:~~

•We have ~~variations~~adopted broad indemnification and liability limiting provisions regarding its officers and directors in ~~quarterly~~our ~~operating~~Articles ~~results;~~of Incorporation and Bylaws. Stockholders will have only limited recourse against individual officers and directors as a result of these provisions.

•We do not anticipate paying dividends to our ~~announcements~~stockholders ofin ~~significant~~the ~~commissions~~near ~~and~~future, ~~achievement~~which ofmay ~~milestones;~~limit our ability to attract investments.

•We do ~~our~~not ~~relationships~~anticipate ~~with~~paying ~~other~~dividends ~~companies~~in orthe near term. We expect to retain income, if any, for working capital ~~commitments;~~and investment needs. It is anticipated that any income received from operations will be devoted to future operations. The timing and payment of cash or other distributions, if any, will be left to the discretion of the Board of Directors.

•Our articles ~~additions~~of incorporation, bylaws and Nevada Law contain provisions that could discourage an acquisition or ~~departures~~change of ~~key personnel;~~control.

•Our articles ~~sales~~of incorporation authorize our board of directors to issue common stock orwithout ~~termination~~stockholder approval. We have not authorized nor issued any shares of preferred stock. ~~transfer~~If ~~restrictions;~~our board of directors elects to issue shares of preferred stock, it could be more difficult for a third party to acquire control of us. In addition, provisions of the articles of incorporation and bylaws could also make it more difficult for a third party to acquire control of us. In addition, Nevada’s “Combination with Interested Stockholders’ Statute” and its “Control Share Acquisition Statute” may have the effect in the future of delaying or making it more difficult to effect a change in control.

•These statutory ~~changes~~anti-takeover inmeasures ~~financial~~may ~~estimates~~have certain negative consequences, including an effect on the ability of the stockholders of the Company or other individuals to (i) change the composition of the incumbent board of directors; (ii) benefit from certain transactions which are opposed by ~~securities~~the ~~analysts~~incumbent board of directors; and (iii) make a tender offer or attempt to gain control of the Company, even if ~~any;~~such attempt were beneficial to the Company and our stockholders. Since such measures may also discourage the accumulations of large blocks of our common stock by purchasers whose objective is to seek control of our company or have such common stock repurchased by us or other persons at a premium, these measures could also depress the market price of our common stock. Accordingly, our stockholders may be deprived of certain opportunities to realize the “control premium” associated with take-over attempts.

•Our internal ~~fluctuations~~controls inmay ~~stock~~be ~~market~~inadequate, ~~price~~which could cause our financial reporting to be unreliable and ~~volume~~lead to misinformation being disseminated to the public.

~~Your~~We have ~~inability~~a limited number of personnel that are required to ~~sell~~perform ~~your~~various ~~shares~~roles ~~during~~and aduties. ~~decline~~Furthermore, inwe ~~the~~have ~~price~~two ofindividuals, our CEO and CFO, who are responsible for monitoring and ensuring compliance with our ~~stock~~internal ~~may~~control ~~increase~~procedures. ~~losses~~These ~~that~~individuals developed ~~you~~our ~~may~~internal ~~suffer~~control asprocedures and are responsible for monitoring and ensuring compliance with those procedures, but neither is an accountant. As a result, ofour ~~your~~internal ~~investment~~controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the shareholders.

Because we do not intend to pay any dividends on our common stock, holders of our common stock must rely on stock appreciation for any return on their investment.

We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future. Accordingly, holders of our common stock will have to rely on capital appreciation, if any, to earn a return on their investment in our common stock.

The Company will deposit offering proceeds into its operating account upon receipt and use them to conduct its business and operations, and proceeds are non-refundable.

Subscription funds submitted by subscribers will be deposited into the Company’s operating account upon receipt and used to conduct the Company’s business and operations. All proceeds from the sale of the Shares are non refundable.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

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~~ITEM~~Risks Related 2.to ~~PROPERTIES~~Our Common Stock.

~~Our~~If the ~~office~~ownership isof ~~located~~our atcommon ~~7582~~stock ~~Las~~becomes ~~Vegas~~highly ~~Blvd S.~~concentrated, ~~Suite~~it ~~552,~~may ~~Las~~prevent ~~Vegas,~~you NVand ~~89123~~other stockholders from influencing significant corporate decisions and may result in conflicts of interest that could cause our stock price to decline.

Our executive officers, directors and their affiliates beneficially own or control approximately 67% percent of the outstanding shares of our common stock. Accordingly, these executive officers, directors and their affiliates, acting as a group, will have considerable influence over the outcome of corporate actions requiring stockholder approval, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets or any other significant corporate transactions. However, as a result of their positions, these stockholders may also delay or prevent a change of control, even if such a change of control would benefit other stockholders. The significant concentration of stock ownership, if it should occur, may adversely affect the trading price of our common stock due to investors’ perception that conflicts of interest may exist or arise.

~~ITEM~~There is 3.no ~~LEGAL~~public ~~PROCEEDINGS~~market for our stock and there may never be such a market.

There is no public market for our stock, which means that even if an exemption from the Securities Act is available to an investor for the resale of our stock, there may be no one willing to buy it. Although we have a symbol and we are quoted on the OTCQB operated by OTC Markets Group, Inc., there is no active trading in our common stock. We cannot assure investors that a public market of our stock will ever materialize. Investors should be prepared to hold an investment in our stock indefinitely.

Because our common stock is deemed a low-priced “Penny” stock, an investment in our common stock should be considered high risk and subject to marketability restrictions.

Since our common stock is, by definition, a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment even if a market develops for our stock. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:

Deliver to the customer, and obtain a written receipt for, a disclosure document;
Disclose certain price information about the stock;
Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;
Send monthly statements to customers with market and price information about the penny stock; and
In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.

Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.

Future sales of our common stock may result in a decrease in the market price of our common stock, even if our business is doing well.

The market price of our common stock, when and if established, could drop due to sales of a large number of shares of our common stock in the market after the offering or the perception that such sales could occur. This could make it more difficult to raise funds through future offerings of common stock.

ITEM 2. PROPERTIES

We lease office space in Irvine, California for our corporate headquarters. We also own a 4000 square foot research and development faculty in Mesa, Arizona, subject to a mortgage securing approximately $300,000 of debt. We currently contract our manufacturing and warehouse facilities in Phoenix, Arizona.

ITEM 3. LEGAL PROCEEDINGS

We currently have no legal proceedings pending nor have any legal proceeding been threatened against us or any of our officers, directors or control persons of which we are aware.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable~~, as we have not yet commenced mining operations~~.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND ISSUER PURCHASES of EQUITY SECURITIES.

Market Information

Our stock is ~~not~~ quoted on ~~any~~the ~~exchange~~OTCQB operating by OTC Market Group, Inc. under the symbol “GDGR.” We have had no trading activity in our common stock to date. We can provide no assurance that a public market will materialize.

Penny Stock

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.

Holders

As of ~~August~~September 1523, ~~2013~~2014, we had 119 ~~shareholder~~shareholders of record and 827,~~000~~012,~~000~~500 common shares issued and outstanding.

Dividend Policy

We have not declared or paid any dividends on our common stock to date. We anticipate that any future earnings will be retained as working capital and used for business purposes. Accordingly, it is unlikely that we will declare or pay any such dividends in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans

To date, we have not granted any stock options, warrants or any other securities convertible into shares of our common stock, and we have no shares reserved for issuance under any stock option plan.

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Recent Sales of Unregistered Securities

On July ~~June~~15, 142014, ~~2012~~we entered into a Share Exchange Agreement with CorGreen Technologies Corporatoin, a privately held Nevada corporation (“CorGreen”) and the ~~Company~~shareholders ~~issued~~of 8CorGreen. In accordance with the terms of the Share Exchange Agreement,~~000~~ at the closing an aggregate of 18,~~000~~562,500 shares of our common stock were issued to the ~~founder~~holders of ~~the~~CorGreen’s ~~Company~~common stock in exchange for ~~stock~~their ~~subscriptions~~shares ~~payable~~ of ~~$4,990~~CorGreen ~~and~~(the ~~$3,010 of cash~~“Exchange”).

~~Registered~~Before the ~~Offering~~Exchange, CorGreen was able to raise $950,000 from the sale of ~~Securities~~promissory –notes ~~Use~~that convert into 550,000 shares of ~~Proceeds~~our common stock.

OnThese securities ~~June~~were ~~10,~~issued ~~2013,~~pursuant to Section 4(2) of the ~~SEC~~Securities ~~declared~~Act ~~effective~~and/or ~~our~~Rule ~~Registration~~506 ~~Statement~~promulgated onthereunder. ~~Form~~The ~~S-1~~holders ofrepresented their ~~10,000,000~~intention ~~shares~~to atacquire anthe ~~offering~~securities ~~price~~for ofinvestment $0only and not with a view towards distribution.01 ~~per~~The ~~share~~investors were given adequate information about us to make an informed investment decision. As ofWe ~~August~~did ~~15,~~not ~~2013,~~engage noin ~~subscriptions~~any ~~for~~general ~~these~~solicitation ~~shares~~or ~~had~~advertising. We ~~yet~~directed ~~been~~our ~~filled,~~transfer soagent ~~that~~to noissue ~~offering~~the ~~proceeds~~stock ~~had~~certificates ~~yet~~with ~~been~~the ~~received~~appropriate byrestrictive legend affixed to the ~~Company~~restricted stock.

ITEM 6. SELECTED FINANCIAL DATA.

Because the Company is a smaller reporting company, it is not required to provide the information required by this Item 6.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

~~Operations~~Plan of Operation

~~We are an exploration stage company. We have not yet started operations or generated or realized any revenues from our business operations.~~Current Plans

~~Our~~As ~~auditors have issued~~ a ~~going~~result ~~concern~~of ~~opinion.~~the ~~This~~Exchange, ~~means that there is substantial doubt that~~ we ~~can~~are no ~~continue~~longer aspursuing anour ~~ongoing~~former business ~~for~~plan ~~the~~of ~~next~~acquiring ~~twelve~~and ~~months~~exploring ~~unless~~mineral weproperties. ~~obtain~~Under ~~additional~~the ~~capital~~direction toof ~~pay~~ our ~~bills.~~newly ~~This~~appointed officers ~~is because we have not generated any revenues~~ and ~~no revenues are anticipated until we begin removing and selling minerals. Accordingly~~directors, we ~~must~~are ~~raise~~in ~~cash from sources other than~~ the ~~sale~~business of ~~minerals~~serving ~~found~~cannabis onmanufacturing, ~~the~~grow ~~Property.~~operational ~~Our~~management, ~~only~~distributing ~~other~~of CBD ~~sources~~based ~~for~~products ~~cash at this time are loans from related parties~~ and ~~additional sales of common stock. Our success or failure will be determined by what additional~~ financing ~~we obtain and what we find under the ground~~processes.

IfOur immediate wegoals ~~find~~for ~~mineralized material and it is economically feasible to remove~~ the ~~mineralized~~business ~~material,~~are ~~we will attempt~~ to ~~raise additional money through a private placement, public offering or through loans.~~:

15Increase the number of dispensaries for which we provide turnkey management; currently, we have five dispensaries under turnkey management.
~~Table~~Beginning providing turnkey management of ~~Contents~~marijuana farms.
~~Results~~Add a ofcannabis ~~Operations~~spray and a vitamin/cannabis combination spray to our product line.
~~Revenue~~Launching a second-generation oil extraction machine.
~~We did not earn any revenues from~~ Place our ~~incorporation~~supplement onsprays ~~July~~in 15Walgreen’s, ~~2010~~Vitamin toShoppe ~~June~~and ~~30, 2013. We are~~ in ~~the~~additional ~~exploration~~major ~~stage of our business and can provide no assurance that we will discover economic mineralization on our mineral property~~markets.

~~Expenses~~Results of Operations for the years ended June 30, 2014 and 2013

~~For the year ended June 30, 2013, we incurred operating expenses in the amount of $14,632 which was comprised of general and administrative expenses, relating to filing fees and professional fees.~~Revenues

We have ~~incurred~~generated ~~total~~no ~~operating~~revenue ~~expenses~~since inour inception and through the ~~amount~~date ofwe ~~$23,586~~acquired ~~for~~CorGreen ~~the~~Technologies ~~period~~Corporation. ~~from~~We ~~our~~are ~~inception~~a development onstage ~~July~~company ~~15,~~and ~~2010~~there tois ~~June~~no ~~30,~~guarantee ~~2013.~~that ~~These~~we ~~operating~~will ~~expenses~~be ~~were~~able ~~comprised~~to ofexecute ~~filing~~on ~~fees~~our ~~and~~business ~~professional~~plan. ~~fees~~We have incurred losses since our inception.

Operating Expenses

Operating expenses increased to $64,522 for the year ended June 30, 2014 from $14,632 for the year ended June 30, 2013. Our operating expenses for the year ended June 30, 2014 consisted of professional fees in the amount of $22,629, mining expenses of $18,357 and general and administrative expenses of $23,536. In comparison, our operating expenses for the year ended June 30, 2013 consisted of professional fees in the amount of $13,680 and general and administrative expenses of $952.

We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to administrative and operating costs associated with our new cannabis related activities and with our reporting obligations under the Securities Exchange Act of 1934.

Net Loss

~~Our~~We incurred a net loss ~~increased~~of ~~from~~ $~~541 in 2012 to $14~~64,~~632~~522 for the ~~fiscal~~ year ended June 30, ~~2013.~~2014, ~~This~~compared ~~loss~~to ~~was~~a ~~mainly~~net ~~due~~loss toof ~~the~~$14,632 ~~increase~~for inthe ~~expenses~~year ~~noted~~ended ~~above~~June 30, 2013.

Liquidity

As of June 30, 2013, we had total assets of $2,204, including liquid assets of $2,204. As of June 30, 2012, we had total assets of $484. We had an accumulated deficit of $23,586 and current liabilities of $17,790 at June 30, 2013. We had an accumulated deficit of $8,954 and current liabilities of $1,438 at June 30, 2012.

Recently Issued Accounting Pronouncements

In February 2010, the FASB issued Accounting Standards Update ("ASU") No. 2010-09 ("ASU 2010-09"), which is included in the FASB Accounting Standards Codification (the "ASC") Topic 855. ASU 2010-09 clarifies that an SEC filer is required to evaluate subsequent events through the date that the financial statements are issued. ASU 2010-09 is effective upon the issuance of the final update and did not have a significant impact on the Company's financial statements.

Generally Accepted Accounting Principles

In June 2009, the FASB issued guidance now codified as ASC 10 as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 did not have a material impact on the Company's financial statements, but did eliminate all references to pre-codification standards.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Critical Accounting Policies

The preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.

Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made. Note 1 to the financial statements, included elsewhere in this report, includes a summary of the significant accounting policies and methods used in the preparation of our financial statements.

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~~Off-Balance~~Liquidity and ~~Sheet~~Capital ~~Arrangements~~Resources

WeAs of ~~have~~June no30, ~~off-balance sheet arrangements~~2014, aswe ~~defined~~had intotal ~~Item~~current ~~303(a)(4)(ii)~~assets of ~~Regulation S-K, obligations under any guarantee contracts or contingent obligations~~$102. We ~~also~~had ~~have~~current noliabilities ~~other~~of ~~commitments,~~$210 ~~other~~as ~~than the costs~~ of ~~being~~June a30, ~~public~~2014. ~~company~~Accordingly, ~~that~~we had ~~will~~a ~~increase~~working ~~our~~capital ~~operating~~deficit ~~costs~~of or$108 ~~cash~~as ~~requirements~~of inJune ~~the~~30, ~~future~~2014.

~~ITEM~~Operating activities 7Aused $65,665 in cash for the year ended June 30, 2014, as compared with $11,931 used for the year ended June 30, 2013. Our ~~QUANTITATIVE~~negative ~~AND~~operating ~~QUALITATIVE~~cash ~~DISCLOSURES~~flow ~~ABOUT~~for ~~MARKET~~June ~~RISK~~30, 2014 was mainly a result of our net loss for the period.

Financing activities for the year ended June 30, 2014 generated $63,563 in cash, as compared with cash flows provided by financing activities of $13,651 for the year ended June 30, 2013. Our positive cash flow from financing activities for the year ended June 30, 2014 was the result of proceeds from the sale of our common stock. We used $16,437 in cash to repay related party payables for the year ended June 30, 2014.

A component of our operating plan impacting our expansion is the ability to obtain additional capital through additional equity and/or debt financing for purposes of future product development and the expansion of our manufacturing facilities. Additionally, we anticipate obtaining additional financing to fund acquisitions through common stock offerings and bank borrowings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital. In the event we cannot obtain the necessary capital to pursue our strategic plan, we may have to pursue other avenues.

Before the Exchange, CorGreen was able to raise $950,000 from the sale of promissory notes that convert into 550,000 shares of our common stock. This bridge loan provided us with working capital but we will need to raise more money to execute our business plan. We believe that if we are able to raise $2,000,000, our capital and anticipated funds from operations will be sufficient to sustain operations and planned expansion in the next twelve months. We are anticipating that the proceeds will be used for current operations, expansion of the manufacturing facility, acquisition activities, research and development, marketing our new products and the costs of becoming a publicly-reporting company.

Going Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of our company as a going concern. However, we have generated revenues of $0 since inception and have an accumulated deficit of $88,108 at June 30, 2014. We currently have limited liquidity and have not completed our efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These factors raise substantial doubt about our ability to continue as a going concern.

Management anticipates that we will be dependent, for the near future, on additional investment capital, primarily from our shareholders, to fund operating expenses. We intend to position our company so that we may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that we will be successful in this or any of our endeavors or become financially viable and continue as a going concern.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition.

Recently Issued Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

Off Balance Sheet Arrangements

As of June 30, 2014, there were no off balance sheet arrangements.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Our financial statements for the years ended June 30, ~~2013~~2014 and June 30, ~~2012~~2013, and the ~~reports~~report ~~thereon~~ of Sadler, Gibb & Associates, LLC, are included in this annual report on Form 10-K following the signature page.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We conducted ~~maintain~~an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, (as defined in ~~Rule~~Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act) ~~that~~of ~~are~~1934, ~~designed~~as amended, or the Exchange Act, as of June 30, 2014, to ensure that information ~~that would be~~ required to be disclosed by us in the reports filed or submitted by us under the Exchange Act ~~reports~~ is recorded, processed, summarized and reported, within the time ~~period~~periods specified in the ~~SEC~~Securities Exchange Commission’s rules and forms, ~~and~~including ~~that~~to ~~such~~ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including to our ~~chief~~principal executive ~~officer~~ and ~~chief~~principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2014, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described in Item 9A(b).

AsOur principal ~~required~~executive byofficers ~~Rule~~do ~~13a-15~~not ~~under~~expect ~~the~~that ~~Exchange~~our ~~Act,~~disclosure ~~our~~controls ~~management,~~or internal controls will prevent all error and all fraud. Although our ~~CEO,~~disclosure ~~evaluated~~controls ~~the~~and ~~effectiveness~~procedures were designed to provide reasonable assurance of ~~the~~achieving ~~design~~their objectives and our ~~operation~~principal ofexecutive officers have determined that our disclosure controls and procedures asare ofeffective ~~June~~at 30doing so, ~~2013.~~a ~~Based~~control system, onno ~~that~~matter ~~evaluation~~how well conceived and operated, ~~our~~can ~~CEO~~provide ~~concluded~~only reasonable, not absolute assurance that asthe objectives of the ~~June~~system ~~30,~~are ~~2013~~met. Further, ~~and~~the asdesign of a control system must reflect the ~~date~~fact that there are resource constraints, and the benefits ~~evaluation~~of controls must be considered relative to their costs. Because of the ~~effectiveness~~inherent oflimitations ~~our~~in ~~disclosure~~all control systems, no evaluation of controls can provide absolute assurance that all control issues and ~~procedures~~instances ~~was~~of ~~completed~~fraud, ~~our~~if ~~disclosure~~any, ~~controls~~within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and ~~procedures~~that breakdowns ~~were~~can ~~not~~occur ~~effective~~because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to ~~satisfy~~do ~~the~~so. ~~objectives~~There ~~for~~can ~~which~~be ~~they~~no ~~are~~assurance ~~intended~~that any design will succeed in achieving its stated goals under all potential future conditions.

Management~~’s Annual~~ Report on Internal Control ~~over~~Over Financial Reporting

~~Changes~~Our management Inis responsible for establishing and maintaining adequate internal control over financial reporting. Internal ~~Control~~control over ~~Over~~financial ~~Financial~~reporting ~~Reporting~~is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as amended, as a process designed by, or under the supervision of, our principal executive and principal financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States and includes those policies and procedures that:

~~There~~• ~~were~~Pertain noto ~~changes~~the inmaintenance ~~our~~of ~~internal~~records ~~control over financial reporting~~ that ~~occurred~~in ~~during~~reasonable ~~the~~detail ~~year~~accurately ~~ended~~and ~~June~~fairly ~~30,~~reflect ~~2013,~~our ~~that~~transactions ~~have~~and ~~materially~~any ~~affected,~~disposition orof ~~are reasonably likely to materially affect,~~ our ~~internal control over financial reporting~~assets;

•

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

•

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2014. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on this assessment, Management identified the following three material weaknesses that have caused management to conclude that, as of June 30, 2014, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level:

1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act as of the year ending June 30, 2014. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

3. Effective controls over the control environment were not maintained. Specifically, a formally adopted written code of business conduct and ethics that governs our employees, officers, and directors was not in place. Additionally, management has not developed and effectively communicated to employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, our Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

Remediation of Material Weaknesses

To remediate the material weakness in our documentation, evaluation and testing of internal controls we plan to engage a third-party firm to assist us in remedying this material weakness once resources become available.

We intend to remedy our material weakness with regard to insufficient segregation of duties by hiring additional employees in order to segregate duties in a manner that establishes effective internal controls once resources become available.

Changes in Internal Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the period covered by this report, the fiscal year ended June 30, 2014, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

1719

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors, Executive Officers and Significant Employees

The following ~~directors~~table ofcontains ~~the~~information ~~Company~~with ~~hold~~respect ~~office~~to ~~for~~our ~~annual~~current ~~terms~~executive ~~and will remain in their positions until successors have been elected and qualified. The~~ officers ~~are appointed by the board of directors of the Company~~ and ~~hold office until their death, resignation or removal from office. The ages, positions held, and duration of terms of the~~ directors ~~and executive officers are as follows~~:

Name	~~Age~~	~~Position~~	Age	Position
David Mough	52	President, Treasurer, Chief Executive Officer and Director
Clinton Pyatt			43	Chief Executive Officer, President and Director
Maureen Flansburg	69	Secretary
Brian Loiselle			43	Chief Financial Officer, Treasurer and Director
Eric Dena			40	Chief Operating Officer, Secretary and Director

~~The~~Clint Pyatt. ~~persons~~Clinton ~~named~~Pyatt, ~~above~~age ~~expect~~43, came to ~~hold~~California ~~their~~from ~~offices/positions~~Illinois ~~until~~in 1989 to attend US Marine Corps boot camp in San Diego. He graduated boot camp and was sent to several schools where he quickly attained the ~~next~~rank ~~annual~~of ~~meeting~~Sergeant. Clinton spent years overseas where he earned multiple commendations while in Desert Storm, Desert Shield and Somalia. Clinton came back to California and exited the military and began his schooling at California State University and University of ~~our~~California ~~stockholders~~Irvine where he earned a degree in Law and Criminal Justice.

~~Each~~While attending ofschool ~~Mr.~~he ~~Mough~~opened Executive Mortgage in Irvine which he ran for 4 years successfully and Msmerged ~~Flansburg~~in ~~devote~~with Heartland Financial. Clinton exited the mortgage field due to a ~~minimum~~non-compete ~~amount~~clause and opened a recruiting branch of ~~time~~Interim asFinancial islater ~~required~~to bybecome Spherion ~~this~~Professional ~~early~~Recruitment. ~~stage~~Clinton ~~company~~partnered ~~and~~with ~~have~~some ~~agreed~~of tothe ~~spend~~largest upcompanies within Southern California to ~~10%~~include Buy.com, ofAllergan, ~~their~~Allegra ~~available~~Foods, ~~business~~Ingram ~~hours~~Micro asand itMind ~~may~~Speed. beWhile ~~required~~with atSpherion ~~this~~Clinton ~~early~~billed ~~stage~~in excess of $2mm a year in revenue.

~~Biographical~~Clinton left ~~Information~~the recruitment business after 3 successful years and entered the mortgage sector once again working for FirstNLC as their Senior Credit Officer. Clinton was responsible for taking the company from $14mm in revenue to over $178mm in 2 years. He mitigated the sale of the company to a private party at which time he left FirstNLC and took a Vice President position with First Franklin. While working for First Franklin, Clinton was placed into multiple regions to grow and refine their operations. The last region in which he ran was in Arizona, New Mexico and Southern California. The region went from $48mm in monthly production to $117mm a month in revenue. First Franklin was sold to Merrill Lynch at which time Clinton left and went to work for Wells Fargo as a Regional Sales Manager. Wells Fargo offered a platform to which Clinton become acquainted with the Real Estate industry and he garnished his Real Estate Sales License in California.

~~Set~~Clinton left ~~forth~~Wells ~~below~~Fargo isto move into a ~~brief~~consulting ~~description~~role ofwith ~~the~~multiple ~~background~~lenders and ~~business~~real ~~experience~~estate offirms. ~~our~~He has taken a Senior Vice President position at several lending institutions and ~~director~~currently has a small percentage of ownership within Synergy One Lending based out of San Diego. Clinton was diagnosed with cancer and was recommended to use medicinal cannabis to help his recovery. As a result of his related medical bills, MrClinton filed for personal bankruptcy on March 15th, 2013. ~~David~~Clinton ~~Mough:~~reached out to several individuals who had made the transition into the industry and came to agreement with 3 Lids Consulting and Eric Dena.

MrBrian Loiselle. ~~David Mough has~~ ~~acted~~Brian asLoiselle, ~~our~~age ~~president~~43, ~~treasurer,~~has ~~chief~~had ~~executive~~a ~~officer~~long and assuccessful acareer ~~director~~as ~~since~~an ~~our~~entrepreneur ~~incorporation~~and onhas ~~July~~founded LVC 15Investments, ~~2010.~~a Heproperty ~~attended~~management ~~the~~company ~~Mackay~~and ~~School~~Phuket ofLimited ~~Mines~~Partnership, atowner ~~the~~-operators ~~University~~ of ~~Nevada,~~adult ~~Reno~~care facilities. ~~Here~~He is hecurrently ~~studied~~owns ~~Mining~~EastWest ~~Engineering~~Realty ~~for~~and ~~two~~Vesta ~~years~~Insurance ~~before~~Group ~~transferring~~and ~~his~~serves ~~efforts~~on ~~toward~~the aBoard ~~degree~~of inDirectors ~~geology~~at Noble Innovations, Inc. He was ~~caught~~awarded inhis ~~the 1980'~~bachelor’s ~~gold~~degree ~~exploration~~in ~~boom,~~Finance ~~working~~from inArizona ~~the~~State ~~western~~University ~~U.S.~~and ~~for~~ a ~~variety~~Dual ofMasters ~~clients,~~in Business ~~eventually~~Administration ~~specializing~~and inManagement ~~northern~~and ~~Nevada.~~Leadership Infrom ~~the~~Grand ~~past~~Canyon ~~five~~University. (Equipment engineer for 5) years ~~commencing~~at Motorola inSemiconductor ~~2008~~research and ~~until~~development. ~~present,~~Served hesix ~~has~~years ~~been~~in ~~engaged~~the asUnited anStates ~~independent~~Navy ~~consulting~~as ~~geologist~~a ~~for~~Search ~~both major~~ and ~~junior~~Rescue ~~resource~~Swimmer. Brian ~~companies~~also ~~such~~holds ~~as Placer~~licenses: ~~Dome~~Mortgage Brokerage, ~~Bravo~~Real ~~Gold~~Estate, ~~Rio~~Property ~~Fortuna~~ and ~~Trend~~Casualty ~~Resources~~Insurance,,, ~~supervising~~as ~~drill~~well ~~programs~~as ~~and~~Life ~~generating targets through classic mapping~~ and ~~sampling. Additionally~~Health Insurance, heand ~~has~~holds ~~worked~~Series ~~as a prospector~~6, ~~leasing~~63 ~~properties to the likes of Teck, FMC Gold,~~ and ~~Midway~~65 ~~Gold~~Security Licenses.

~~Currently~~Eric Dena. Eric Dena, age 40, is an industry leader and expert in ~~addition~~the medical marijuana field. From 2008 to ~~his~~2012, ~~involvement~~Eric ~~with~~was ~~Gold~~employed ~~Ridge~~by Click 5 Media in Tustin, MrCalifornia. ~~Mough~~From ~~operates~~2012 ~~his~~to ~~own~~2013, ~~Geological~~he ~~Consulting~~worked ~~business~~for Pacific Mercantile Bank in Costa Mesa, California. MrFrom 2013 to the present he works for Bay Equity, LLC in Santa Ana, California. ~~Mough~~Eric has ~~carried~~applied ~~out~~ his years of experience and broad range of knowledge in the real estate profession to create 3 Lids consulting. ~~business~~He asand athe ~~sole~~3 ~~proprietor~~Lids ~~under~~team are maximizing operational success and taking the ~~name~~marijuana ~~“Dave~~industry Cto a higher level. ~~Mough~~Eric ~~Mineral~~also ~~Exploration~~holds a California Real Estate Brokers License.”

Mr. Mough’s Geological background and training and overall mining experience renders him uniquely qualified to serve as officer and director of this Company. Set forth below is a brief description of the background and business experience of our Secretary and director, Maureen Flansburg:20

Maureen Flansburg has acted as our Secretary and Director since June 29, 2011. Ms Flansburg brings over twenty five years experience in business administration and financial management to our Company.

From 1998 until 2004, Ms. Flansburg was Project Manager/Bookkeeper for Downey Research, where she implemented and supervised a wide variety of market research projects and managed the company’s accounting and payroll. She then served as an administrator and bookkeeper for Las Vegas Field & Focus from June 2004 until April 2005.She was retired from 2005 until 2010. From May 2010 until her retirement in November 2012, Ms. Flansburg was Business Manager for Las Vegas Shakespeare Company.

There are no family relationships among our officers and directors.

Involvement in Certain Legal Proceedings

During the past ten years neither of our Officers/Directors above have been the subject of the following events:

Any bankruptcy petition filed by or against any business of which either was a general partner or executive officer either at the time of the bankrupt within two years prior to that time.

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~~1. Any conviction~~ Involvement in aCertain ~~criminal~~Legal ~~proceeding or being subject to a pending criminal proceeding.~~Proceedings

To the best of our knowledge, during the past ten years, none of the following occurred with respect to our present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2.) Anany conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, orof any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

3. Found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Future Trading Commission to have violated a federal or state sec or commodities law, and the judgment has not been reversed, suspended or vacated.

Term of Office

Our directors are appointed for one-year terms to hold office until the next annual meeting of our stockholders or until removed from office in accordance with our By- Laws. Our officers are appointed by our board of directors and hold office until removed by the board.

Committees of the Board and Financial Expert

WeOur company docurrently does not have anominating, ~~separately-designated~~compensation ~~audit~~ or ~~compensation~~audit ~~committee~~committees ~~of the Board~~ or ~~any~~committees ~~other~~performing ~~Board-designated~~similar ~~committee.~~functions ~~Audit~~nor ~~and~~does our ~~compensation~~company ~~committee~~have ~~functions~~a ~~are~~written ~~performed~~nominating, bycompensation ~~our~~or ~~Board~~audit ofcommittee ~~Directors~~charter. WeOur ~~will~~directors ~~form~~believe ~~such~~that ~~committees~~it inis ~~the~~not ~~future~~necessary to ashave ~~the need for~~ such committees ~~may arise. In addition~~, at this time, webecause ~~have~~the ~~determined~~functions ~~that~~of wesuch docommittees ~~not~~can ~~have~~be anadequately ~~“audit~~performed ~~committee financial expert” as defined~~ by the ~~SEC~~board ~~on our Board. We do not have a code~~ of ~~ethics that covers our~~ directors~~, officers, and employees~~. ~~We believe that the promulgation of a code of ethics is unnecessary due to the Company’s small size and current corporate governance.~~

~~ITEM~~Our company 11does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. ~~EXECUTIVE~~The ~~COMPENSATION~~board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

~~The~~A shareholder ~~following~~who ~~Summary~~wishes ~~Compensation Table shows the compensation awarded~~ to orcommunicate ~~earned~~with by our ~~Chief~~board ~~Executive~~of ~~Officer~~directors ~~and~~may ~~other~~do ~~most~~so ~~highly~~by ~~compensated~~directing ~~executive~~a ~~officers~~written ~~for~~request ~~fiscal~~addressed ~~2013.~~to ~~The~~our ~~persons~~President and ~~listed~~director, inClinton ~~the~~Pyatt, ~~following~~at ~~Summary~~the ~~Compensation~~address ~~Table~~appearing ~~are~~on ~~referred~~the tofirst ~~herein~~page asof ~~the~~this ~~“Named~~Annual ~~Executive Officers~~Report.”

Name and Principal position	Year	Salary	Bonus	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Non-Qualified Deferred Compensation Earnings	All Other Compensation	Total
David Mough	\ 2013	0	0	0	0	0	0	0	0
President & CEO	2012	0	0	0	0	0	0	0	0
Maureen Flansburg	2013	0	0	0	0	0	0	0	0
Secretary	2012	0	0	0	0	0	0	0	0

Code of Ethics

~~Since~~As of ~~our~~the ~~incorporation~~date onof ~~July~~this ~~15,~~Annual ~~2010~~Report, we ~~have~~had not ~~compensated~~adopted ~~and~~a ~~have~~Code noof ~~arrangements~~Ethics ~~to compensate our officers and directors~~ for ~~their~~Financial services to us as officers and directors. There are no employment agreements or consulting agreements with our current directors and officers. There are no arrangements or plans in which we provide pensionExecutives, ~~retirement or similar benefits for directors or executive officers. We do not have any material bonus or profit sharing plans pursuant to~~ which ~~cash~~would orinclude ~~non-cash compensation is or may be paid to~~ our ~~directors or~~ principal executive ~~officers~~officer, ~~except~~principal ~~that~~financial ~~stock~~officer, ~~options~~principal ~~may~~accounting beofficer ~~granted at the discretion of our board of directors from time to time. We have no plans~~ or ~~arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation~~controller, ~~retirement, change of control)~~ or apersons ~~change~~performing ofsimilar ~~responsibilities following a change of control~~functions.

1921

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ITEM 12 11. ~~SECURITY~~EXECUTIVE ~~OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.~~COMPENSATION

OnThe following ~~June~~Summary ~~14,~~Compensation ~~2012,~~Table weshows ~~issued~~the ancompensation ~~aggregate~~awarded ofto ~~8,000,000~~or ~~shares~~earned ofby our ~~common~~Chief ~~stock~~Executive toOfficer ~~our~~and ~~founder,~~other ~~officer~~most highly ~~and~~compensated ~~director~~executive officers for ~~aggregate~~fiscal ~~consideration~~2014. ofThe ~~$8,000~~persons listed in the following Summary Compensation Table are referred to herein as the “Named Executive Officers.”

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him.

Name and Principal position

Year

Salary

Bonus

Stock

Awards

Option

Awards

Non-Equity
Incentive Plan
Compensation

Non-Qualified
Deferred
Compensation
Earnings

All Other

Compensation

Total

David
Mough
President & CEO

2014

2013

0

0

Maureen
Flansburg
Secretary

2014

2013

0

0

~~The~~Narrative Disclosure ~~following~~to ~~table provides information regarding~~ the ~~beneficial~~Summary ~~ownership~~Compensation ~~of our common stock as of the date of this Prospectus by:~~Table

•We have ~~each~~not ~~person~~entered ~~known~~into toany usemployment toagreement beor ~~the~~consulting ~~beneficial~~agreement ~~owner~~with ofour ~~more~~executive ~~than~~officers. 5%There ofare ~~our~~no ~~outstanding~~arrangements or ~~shares~~plans ofin ~~common~~which ~~stock;~~we provide pension, retirement or similar benefits for executive officers.

•Our decision ~~each~~to compensate officers depends on the availability of our ~~executive~~cash ~~officers~~resources ~~and~~with ~~directors;~~respect ~~and~~to the need for cash to further our business purposes.

~~• all of our officers and directors as a group~~Director Compensation

~~Except~~We do asnot ~~otherwise~~pay ~~indicated,~~any wecompensation ~~believe~~to ~~that~~our ~~all~~directors ~~persons~~at ~~named~~this intime. ~~the~~However, ~~table~~we ~~have~~reserve ~~sole~~the ~~voting~~right ~~and~~to ~~investment~~compensate ~~power~~our ~~with~~directors ~~respect~~in tothe ~~all~~future with ~~shares~~cash, ofstock, ~~common~~options, ~~stock~~or ~~beneficially~~some ~~owned~~combination byof ~~them~~the above.

Name, Address and Title	Title of Class	Amount and Nature of Beneficial Ownership	Percentage of Class (1)
David Mough Box 1937, Nevada City, CA President and Director	Common	8,000,000	100.0%
All officers & directors as a group consisting of two persons.	Common	8,000,000	100.0%

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

20The following table sets forth certain information regarding the beneficial ownership of our Common Stock as of July 15, 2014 by (a) each stockholder who is known to us to own beneficially 5% or more of our outstanding Common Stock; (b) all directors; (c) our executive officers, and (d) all executive officers and directors as a group. Except as otherwise indicated, all persons listed below have (i) sole voting power and investment power with respect to their shares of Common Stock, except to the extent that authority is shared by spouses under applicable law, and (ii) record and beneficial ownership with respect to their shares of Common Stock.

For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of Common Stock that such person has the right to acquire within sixty (60) days of July 15, 2014. Unless otherwise identified, the address of our directors and officers is c/o Gold Ridge Resources, Inc., 9891 Irvine Center Drive Suite 200 Irvine, California 92618.

Name of Beneficial Owner and Address	Amount and Nature of Beneficial Ownership of Common Stock		Percent of Common Stock (1)
5% Shareholders
Darren Goodrich, Inc.		2,515,391		9.3	%
Mitchell Miller		1,852,166-		6.9	%
Directors and Executive Officers
Clinton Pyatt		6,187,500		22.9	%
Brian Loiselle		6,187,500		22.9	%
Eric Dena		6,187,500		22.9	%
All directors and officers as a group (3 people)		18,562,500		68.7	%

(1)

Based on 27,012,500 shares of Common Stock issued and outstanding as of September 23, 2014. Shares of Common Stock subject to options or warrants currently exercisable or exercisable within sixty (60) days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for purposes of computing the percentage of any other person.

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Changes in Control

WeOn July ~~know~~15, of2014, nowe ~~contractual~~entered ~~arrangements~~into ~~which~~a ~~may~~Share atExchange Agreement (the “Exchange Agreement”) with CorGreen Technologies Corporatoin, a ~~subsequent~~privately ~~date~~held Nevada corporation (“CorGreen”) and the shareholders of CorGreen. As a result of the transaction (the “Exchange”), CorGreen became our wholly-owned subsidiary. In accordance with the terms of the Exchange Agreement, at the closing an aggregate of 18,562,500 shares of our common stock were issued to the holders of CorGreen’s common stock in aexchange ~~change~~for their shares of ~~control~~CorGreen. Each of us, CorGreen and the shareholders of CorGreen provided customary representations and warranties, pre-closing covenants and closing conditions in the ~~Company~~Exchange Agreement.

~~ITEM~~Immediately subsequent 13to the Exchange, we entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Conveyance Agreement”) with our prior officer and director, Mr. ~~CERTAIN~~David ~~RELATIONSHIPS~~Mough. ~~AND~~Pursuant ~~RELATED~~to ~~TRANSACTIONS~~the Conveyance Agreement, we ~~AND~~transferred ~~DIRECTOR~~all ~~INDEPENDENCE~~assets and business operations associated with our mining business to Mr. Mough. In exchange, Mr. Mough agreed to cancel his 8,000,000 shares in our company and to assume and cancel all liabilities relating to our former business.

As a result of the Exchange, we are no longer pursuing our former business plan. Under the direction of our newly appointed officers and directors, as set forth below, we are in the business of serving cannabis manufacturing, distributing and financing processes.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Transactions

~~During~~Other than ~~the~~as ~~fiscal~~disclosed ~~year~~below, ~~ended~~there ~~June~~have ~~30,~~been ~~2012~~no transactions, ~~the~~or ~~Company~~proposed ~~received~~transactions, ~~$500~~which inhave ~~cash~~materially ~~from~~affected ~~related~~or ~~parties~~will ~~and~~materially affect ~~had~~us ~~$938~~ in ~~expenses~~which ~~paid~~any ondirector, ~~its~~executive ~~behalf,~~officer ~~leaving~~or abeneficial ~~balance~~holder ~~due~~of tomore ~~related~~than ~~parties~~10% of ~~$1,438~~the asoutstanding ofcommon ~~June 30~~stock, ~~2012. During~~or ~~the~~any of ~~year~~their ~~ended~~respective ~~June 30~~relatives, ~~2013~~spouses, ~~the~~associates ~~Company~~or ~~received $13~~affiliates,~~651~~ inhas ~~cash~~had ~~from~~or ~~related~~will ~~parties~~have ~~and~~any ~~had~~direct ~~$1,348~~or ofmaterial ~~expenses~~indirect ~~paid on its behalf~~interest. We Ashave ofno ~~June~~policy ~~30,~~regarding ~~2013~~entering ~~the~~into ~~balance~~transactions ~~due~~with toaffiliated ~~related~~ parties ~~was $16,437~~. ~~The related party payables are unsecured, bear no interest and are due on demand.~~

During the fiscal year ended June 30, 2012, the Company received $500 in cash from related parties and had $938 in expenses paid on its behalf, leaving a balance due to related parties of $1,438 as of June 30, 2012. During the year ended June 30, 2013, the Company received $13,651 in cash from related parties and had $1,348 of expenses paid on its behalf. As of June 30, 2013 the balance due to related parties was $0.

On September 16, 2013, we issued 500,000 shares of our common stock to our Secretary and director for consideration of $500 cash.

On July 15, 2014, we entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Agreement”) with our former sole officer and director, David Mough. Pursuant to the Agreement, we transferred all assets related to our mineral exploration business, including our mining claims, to Mr. Mough. In exchange for this assignment of assets, Mr. Mough agreed to assume and cancel all liabilities relating to our former mineral exploration business and cancel 8,000,000 shares of our common stock.

Director Independence

As of the date of this report we have no independent directors.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The aggregate fees billed by the Company’s auditors for professional services rendered in connection with the audit of the Company’s annual financial statements for the year ended June 30, ~~2013~~2014 in the Company’s Form 10-K and reviews of the financial statements included in the Company’s Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements was $68,000 , which was paid to Sadler, Gibb & Associates, LLC, CPAs, our independent registered public accounting firm.

We did not pay our independent registered public accounting firm any fees for tax compliance assurance or other non-audit services during the fiscal year ended June 30, ~~2013~~2014.

All services provided by our independent registered public accounting firm were approved by our directors.

2123

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit No.	Description	~~Description~~
3.1		Articles of Incorporation (incorporated by reference to Exhibit 3.1 to our Form 10 filed on May 2, 2011)
2.1	Share Exchange Agreement, dated July 15, 2014(1)
3.2		By–Laws (incorporated by reference to Exhibit 3.2 filed to our Form 10 filed on May 2, 2011
2.2	Conveyance Agreement, dated July 15, 2014(1)
31.1		Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
3.1	Articles of Incorporation (incorporated by reference to Exhibit 3.1 to our Form 10 filed on May 2, 2011)
32.1		Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
3.2	By–Laws (incorporated by reference to Exhibit 3.2 filed to our Form 10 filed on May 2, 2011
31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

22Incorporated by reference to the Form 8-K filed on July 21, 2014.

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~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		GOLD RIDGE RESOURCES, INC.
		Gold Ridge Resources, Inc.
September 6, 2013	By:	/s/ David Mough
		By:	/S/ Clinton Pyatt
		David Mough
Dated: September 26, 2014			Clinton Pyatt Chief Executive Officer
		Chief Executive Officer (Principal Executive, Financial and Accounting Officer)

~~Pursuant~~POWER OF toATTORNEY ~~the~~AND ~~requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~SIGNATURES

Signature	Title	Date
/s/ David Mough David Mough	Director	September 6, 2013

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Clinton Pyatt as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute may lawfully do or cause to be done by virtue hereof.

23Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


Signature	Title	Date

/S/Clinton Pyatt	Chief Executive Officer and Director	September 26, 2014
Clinton Pyatt	(Principal Executive Officer)


/S/Brian Loiselle	Chief Financial Officer and Director	September 26, 2014
Brian Loiselle	(Principal Financial and Accounting Officer)

/S/Eric Dena

Chief Operating Officer and Director

September 26, 2014

Eric Dena

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GOLD RIDGE RESOURCES, INC. ~~(An Exploration Stage Company) AUDIT REPORT OF INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS June 30, 2013 and 2012~~

(An Exploration Stage Company)

AUDIT REPORT OF INDEPENDENT ACCOUNTANTS

AND

FINANCIAL STATEMENTS

June 30, 2014 and 2013

CONTENTS

F-1	Report of Independent Registered Public Accounting Firm
F-2	Balance Sheets
F-3	Statements of Operations
F-4	Statements of Stockholders’ Deficit
F-5	Statements of Cash Flows
F-6	Notes to Financial Statements

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C O N T E N T S

Report of Independent Registered Public Accounting Firm	F-3
Balance Sheets	F-4
Statements of Operations	F-5
Statements of Stockholders’ Deficit	F-6
Statements of Cash Flows	F-7
Notes to Financial Statements	F-8

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Gold Ridge Resources, Inc.

~~(An~~We have ~~Exploration~~audited ~~Stage~~the accompanying balance sheets of Gold Ridge Resources, Inc. (the Company) as of June 30, 2014 and 2013 and the related statements of operations, stockholders’ deficit and cash flows for the years then ended and for the cumulative period from July 15, 2010, (date of inception) through June 30, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted ~~have~~our ~~audited~~audits ~~the~~in ~~accompanying~~accordance ~~balance~~with ~~sheets~~the standards of ~~Gold~~the ~~Ridge~~Public ~~Resources,~~Company ~~Inc~~Accounting Oversight Board (United States). asThose standards ofrequire ~~June~~that ~~30,~~we ~~2013~~plan and ~~2012,~~perform ~~and~~the audits to obtain reasonable assurance about whether the ~~related~~consolidated financial statements are free of ~~operations~~material misstatement. The Company is not required to have, ~~stockholders’~~nor ~~deficit~~were ~~and~~we ~~cash~~engaged ~~flows~~to ~~for~~perform, ~~the~~an ~~years~~audit ~~then~~of its ~~ended~~internal ~~and~~control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for ~~the~~designing ~~period~~audit ~~from~~procedures ~~inception~~that onare ~~July~~appropriate 15in the circumstances, ~~2010~~but ~~through~~not ~~June~~for ~~30,~~the ~~2013.~~purpose ~~These~~of ~~financial~~expressing ~~statements~~an opinion ~~are~~on the ~~responsibility~~effectiveness of the Company’s ~~management.~~internal ~~Our~~control ~~responsibility~~over isfinancial toreporting. Accordingly, we express anno such opinion. An audit also includes examining, on ~~these~~a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing ~~based~~the onaccounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~We conducted~~ In our ~~audits~~opinion ~~in accordance with~~ the ~~standards~~financial ofstatements ~~the~~referred ~~Public~~to ~~Company~~above ~~Accounting~~present ~~Oversight~~fairly, ~~Board~~in ~~(United~~all ~~States).~~material ~~Those~~respects, ~~standards require that we plan and perform~~ the ~~audits to obtain reasonable assurance about whether the~~ financial ~~statements~~position ~~are free~~ of ~~material~~Gold Ridge ~~misstatement~~Resources, Inc. ~~The~~as ~~Company~~of isJune ~~not required to have~~30, ~~nor~~2014 ~~were~~and ~~we engaged to perform~~2013, anand ~~audit~~the ofresults ~~its internal control over financial reporting. Our audits included consideration~~ of ~~internal~~their ~~control~~operations ~~over~~and ~~financial~~cash ~~reporting~~flows ~~as a basis~~ for ~~designing audit procedures that are appropriate in~~ the ~~circumstances,~~years ~~but~~then ~~not~~ended and for the ~~purpose~~cumulative ofperiod ~~expressing~~from anJuly ~~opinion~~15, on2010, ~~the~~(date ~~effectiveness~~ of ~~the~~inception) ~~Company’s~~through ~~internal~~June ~~control over financial reporting. Accordingly~~30, ~~we express no such opinion. An audit also includes examining~~2014, ~~on a test basis, evidence supporting the amounts and disclosures~~ in ~~the~~conformity ~~financial~~with ~~statements,~~U.S. ~~assessing~~generally accepted ~~the~~ accounting principles ~~used and significant estimates made by management, as well as evaluating the overall financial statement presentation~~. ~~We believe that our audits provide a reasonable basis for our opinion.~~

In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of Gold Ridge Resources, Inc. as of June 30, 2013 and 2012, and the results of their operations and their cash flows for the years then ended and for the period from inception on July 15, 2010 through June 30, 2013, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not yet established an ongoing source of revenue sufficient to cover its operating costs which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sadler, Gibb & Associates, LLC

Sadler, Gibb & Associates, LLC

Salt Lake City, UT

~~September 3~~August 11, ~~2013~~2014

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GOLD RIDGE RESOURCES, INC. ~~(An Exploration Stage Company) Balance Sheets~~

ASSETS
	June 30,				June 30,
	2013				2012
CURRENT ASSETS
Cash		$	2,204			$	484
Total Current Assets			2,204				484
TOTAL ASSETS		$	2,204			$	484
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable		$	1,353			$	-
Payable - related party			16,437				1,438
Total Current Liabilities			17,790				1,438
STOCKHOLDERS' DEFICIT
Common stock, 100,000,000 shares authorized at
par value of $0.001, 8,000,000 and no shares
issued and outstanding, respectively			8,000				8,000
Additional paid-in capital			-				-
Deficit accumulated during the development stage			(23,586	)			(8,954	)
Total Stockholders' Deficit			(15,586	)			(954	)
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT		$	2,204			$	484

(An Exploration Stage Company)

Balance Sheets

		June 30,			June 30,
		2014			2013
ASSETS
CURRENT ASSETS
Cash	$	102		$	2,204
Total Current Assets		102			2,204
TOTAL ASSETS	$	102		$	2,204
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	210		$	1,353
Payable - related party		—			16,437
Total Current Liabilities		210			17,790
STOCKHOLDERS' DEFICIT
Common stock, 100,000,000 shares authorized at par value of $0.001, 16,450,000 shares issued and outstanding		16,450			8,000
Additional paid-in capital		71,550			—
Deficit accumulated during the development stage		(88,108	)		(23,586	)
Total Stockholders' Deficit		(108	)		(15,586	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	102		$	2,204

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

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GOLD RIDGE RESOURCES, INC. ~~(An Exploration Stage Company) Statements of Operations~~

							From Inception
	For the			For the			on July 15, 2010
	Year Ended			Year Ended			through
	June 30,			June 30,			June 30,
	2013			2012			2013
REVENUES	$	-		$	-		$	-
OPERATING EXPENSES
Professional fees		13,680			-			21,343
General and administrative		952			541			2,243
Total Operating Expenses		14,632			541			23,586
LOSS FROM OPERATIONS		(14,632	)		(541	)		(23,586	)
LOSS BEFORE INCOME TAXES		(14,632	)		(541	)		(23,586	)
PROVISION FOR INCOME TAXES		-			-			-
NET LOSS	$	(14,632	)	$	(541	)	$	(23,586	)
BASIC AND DILUTED LOSS PER COMMON SHARE		(0.00	)		(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING - BASIC AND DILUTED		8,000,000			371,585

(An Exploration Stage Company)

Statements of Operations

	For the			For the			From Inception on July 15, 2010
	Year Ended			Year Ended			through
	June 30,			June 30,			June 30,
	2014			2013			2014
REVENUES	$	—		$	—		$	—
OPERATING EXPENSES
Professional fees		22,629			13,680			43,972
Mining expense		18,357			—			18,357
General and administrative		23,536			952			25,779
Total Operating Expenses		64,522			14,632			88,108
LOSS FROM OPERATIONS		(64,522	)		(14,632	)		(88,108	)
LOSS BEFORE INCOME TAXES		(64,522	)		(14,632	)		(88,108	)
PROVISION FOR INCOME TAXES		—			—			—
NET LOSS	$	(64,522	)	$	(14,632	)	$	(88,108	)
BASIC AND DILUTED LOSS PER COMMON SHARE		(0.00	)		(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED		14,644,247			8,000,000

The accompanying notes are an integral part of these financial statements

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GOLD RIDGE RESOURCES, INC. ~~(An Exploration Stage Company) Statements of Stockholders' Deficit~~

								Deficit
								Accumulated
					Stock			During the			Total
	Common Stock				Subscriptions			Development			Stockholders'
	Shares		Amount		Payable			Stage			(Deficit)
Balance, July 15, 2012(Inception)		-	$	-	$	-		$	-		$	-
Stock subscription payable
issued for cash		-		-		4,990			-			4,990
Loss for the year ended June 30, 2011		-		-		-			(8,413	)		(8,413	)
Balance, June 30, 2011		-		-		4,990			(8,413	)		(3,423	)
Common stock issued for cash		8,000,000		8,000		(4,990	)		-			3,010
Loss for the year ended June 30, 2012		-		-		-			(541	)		(541	)
Balance, June 30, 2012		8,000,000		8,000		-			(8,954	)		(954	)
Loss for the year
ended June 30, 2013		-		-		-			(14,632	)		(14,632	)
Balance, June 30, 2013		8,000,000	$	8,000	$	-		$	(23,586	)	$	(15,586	)

(An Exploration Stage Company)

Statements of Stockholders' Deficit

				Stock			Additional		Deficit Accumulated During the			Total
	Common Stock				Subscriptions			Paid-in		Development			Stockholders’
	Shares		Amount		Payable			Capital		Stage			(Deficit)
Balance, July 15, 2010	—	$	—	$	—		$	—	$	—		$	—
Stock subscription payable issued for cash	—		—		4,990			—		4,990
Loss for the year ended June 30, 2011	—		—		—			—		(8,413	)		(8,413	)
Balance, June 30, 2011	—		—		4,990			—		(8,413	)		(3,423	)
Common stock issued for cash	8,000,000		8,000		(4,990	)		—		3,010
Loss for the year ended June 30, 2012	—		—		—			—		(541	)		(541	)
Balance, June 30, 2012	8,000,000		8,000		—			—		(8,954	)		(954	)
Loss for the year ended June 30, 2013	—		—		—			—		(14,632	)		(14,632	)
Balance, June 30, 2013	8,000,000		8,000		—			—		(23,586	)		(15,586	)
Common stock issued for cash	8,450,000		8,450		—			71,550		—			80,000
Loss for the year ended June 30, 2014	—		—		—			—		(64,522	)		(64,522	)
Balance, June 30, 2014	16,450,000	$	16,450	$	—		$	71,550	$	(88,108	)	$	(108	)

The accompanying notes are an integral part of these financial statements

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GOLD RIDGE RESOURCES, INC. ~~(An Exploration Stage Company) Statements of Cash Flows~~

							From Inception
	For the			For the			on July 15, 2010
	Year Ended			Year Ended			Through
	June 30,			June 30,			June 30,
	2013			2012			2013
OPERATING ACTIVITIES
Net loss	$	(14,632	)	$	(541	)	$	(23,586	)
Adjustments to reconcile net loss to
net cash used by operating activities:
Operating expenses paid by shareholder		1,348			938			2,286
Changes in operating assets and liabilities:
Accounts payable		1,353			(3,423	)		1,353
Net Cash Used in Operating Activities		(11,931	)		(3,026	)		(19,947	)
INVESTING ACTIVITIES
Net Cash Provided by Investing Activities		-			-			-
FINANCING ACTIVITIES
Proceeds from related-party payables		13,651			500			14,151
Proceeds from stock subscriptions payable		-			-			4,990
Proceeds from common stock for cash		-			3,010			3,010
Net Cash Provided by Financing Activities		13,651			3,510			22,151
NET INCREASE IN CASH		1,720			484			2,204
CASH AT BEGINNING OF PERIOD		484			-			-
CASH AT END OF PERIOD	$	2,204		$	484		$	2,204
CASH PAID FOR:
Interest	$	-		$	-		$	-
Income Taxes	$	-		$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for stock subscriptions payable	$	-		$	4,990		$	4,990

(An Exploration Stage Company)

Statements of Cash Flows

							From Inception
	For the			For the			on July 15, 2010
	Year Ended			Year Ended			Through
	June 30,			June 30,			June 30,
	2014			2013			2014
OPERATING ACTIVITIES
Net loss	$	(64,522	)	$	(14,632	)	$	(88,108	)
Adjustments to reconcile net loss to net cash used by operating activities:
Operating expenses paid by shareholder		—			1,348			2,286
Changes in operating assets and liabilities:
Accounts payable		(1,143	)		1,353			210
Net Cash Used in Operating Activities		(65,665	)		(11,931	)		(85,612	)
INVESTING ACTIVITIES
Net Cash Provided by Investing Activities		—			—			—
FINANCING ACTIVITIES
Proceeds from related-party payables		—			13,651			14,151
Repayments of related-party payables		(16,437	)		—			(16,437	)
Proceeds from stock subscriptions payable		—			—			4,990
Proceeds from common stock for cash		80,000			—			83,010
Net Cash Provided by Financing Activities		63,563			13,651			85,714
NET INCREASE IN CASH		(2,102	)		1,720			102
CASH AT BEGINNING OF PERIOD		2,204			484			—
CASH AT END OF PERIOD	$	102		$	2,204		$	102
CASH PAID FOR:
Interest	$	—		$	—		$	—
Income Taxes	$	—		$	—		$	—
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for stock subscriptions payable	$	—		$	—		$	4,990

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

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GOLD RIDGE RESOURCES, INC. ~~(An Exploration Stage Company) Notes to the Financial Statements June 30, 2013 and 2012~~

(An Exploration Stage Company)

Notes to the Financial Statements

June 30, 2014 and 2013

NOTE 1 - NATURE OF BUSINESS

Nature of Business

Gold Ridge Resources, Inc. (the “Company”) was incorporated in the State of Nevada on July 15, 2010. The Company is a developmental stage enterprise on that is focused on acquiring and developing mineral properties.

NOTE 2 – GOING CONCERN

Going Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern. However, the Company has generated revenues of $-0- since inception and has an accumulated deficit of $2388,~~586~~108 at June 30, ~~2013~~2014. The Company currently has limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital, primarily from its shareholders, to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is June 30.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

Per Share Data

In accordance with "ASC-260 - Earnings per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At June 30, ~~2013~~2014, the Company had no stock equivalents that were anti-dilutive and excluded in the loss per share computation.

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Mineral Acquisition and Exploration Costs

The Company has been in the exploration stage since its formation on July 15, 2010 and has not yet realized any revenue from its planned operations. It has been primarily engaged in the acquisition, exploration, and development of mining properties. Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves.

Exploration Stage Company

The Company is considered to be in the exploration stage, as defined under Accounting Codification Standard, Development Stage Entities ("ASC-915"). Since its formation, the Company has not yet realized any revenues from its planned operations.

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Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Risks and Uncertainties

The Company operates in the resource exploration industry that is subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating a resource exploration business, including the potential risk of business failure.

Environmental Expenditures

The operations of the Company have been, and may in the future be, affected from time to time in varying degree by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.

Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. All of these types of expenditures incurred since inception have been charged against earnings due to the uncertainty of their future recoverability. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.

Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

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The Company’s financial instruments consist principally of cash, amounts receivable, accounts payable, accrued liabilities, notes payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

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Recent Accounting Pronouncements

NOTE 4 – RELATED-PARTY TRANSACTIONS

During the ~~fiscal~~ year ended June 30, 2012, the Company received $500 in cash from the Company’s President and had $938 in expenses paid on its behalf, leaving a balance due to related parties of $1,438 as of June 30, 2012. During the year ended June 30, 2013, the Company received $13,651 in cash from ~~the~~related ~~Company’s~~parties ~~President~~ and had $1,348 of expenses paid on its behalf. As of June 30, ~~2013~~2014 the balance due to related parties was $~~16,437~~-0-. The related party payables are unsecured, bear no interest and are due on demand.

On September 16, 2013, we issued 500,000 shares of our common stock to our Secretary and director for consideration of $500 cash.

NOTE 5 - STOCKHOLDERS’ EQUITY

The Company has authorized 100,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

As of June 30, 2011, the Company had received $4,990 in cash in exchange for stock subscriptions payable. On June 14, 2012, the Company issued 8,000,000 shares of common stock to the founder of the Company in exchange for stock subscriptions ~~payable~~ receivable of $4,990 and cash of $3,010 ~~of cash~~.

On September 16, 2013, we issued 500,000 shares of our common stock to our Secretary and director for consideration of $500 cash.

During the year ended June 30, 2014 the Company issued 8,450,000 shares of common stock for cash of $80,000.

NOTE 6 – INCOME TAXES

Income Taxes

The Company provides for income taxes using an asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 15% to the net loss before provision for income taxes for the following reasons:

	Year Ended			Year Ended
	June 30,			June 30,
	2013			2012
	2014			2013
Income tax expense (benefit) at statutory rate	$	(421,~~975~~937	)	$	(~~184~~4,975	)
Change in Valuation allowance		421,~~975~~937			~~184~~4,975
Income tax expense (benefit)	$	-—		$	-—
Net Deferred tax assets consist of the following components as of:
		June 30,			June 30,
		2012			2012
		2014			2013
NOL Carryover	$	829,~~019~~956		$	38,~~044~~019
Valuation allowance		(829,~~019~~956	)		(38,~~044~~019	)
Net deferred tax asset	$	-—		$	-—

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $2388,~~586~~ 108 for federal income tax reporting purposes could be subject to annual limitations should a change in ownership occur. The net operating loss carry forwards begin to expire in 2030.

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NOTE 7 – SUBSEQUENT EVENTS

~~Subsequent~~On July to15, 2014, we entered into a Share Exchange Agreement (the ~~period~~“Exchange ~~end~~Agreement”) with CorGreen Technologies Corporation, a privately held Nevada corporation (“CorGreen”) and the ~~Company~~shareholders ~~received~~of ~~$35~~CorGreen. As a result of the transaction (the “Exchange”),~~500~~ ~~for~~CorGreen ~~stock~~became ~~subscriptions~~our ~~receivable~~wholly-owned subsidiary. ~~The~~ ~~number~~In ofaccordance ~~shares~~with tothe beterms ~~issued~~of ~~has~~the ~~yet~~Exchange toAgreement, at bethe ~~determined~~closing ~~and~~an noaggregate of 18,562,500 shares ~~have~~of ~~been~~our ~~authorized~~common tostock bewere issued byto the ~~Company~~holders of CorGreen’s ~~board~~common stock in exchange for their shares of ~~directors~~CorGreen. Each of us, CorGreen and the shareholders of CorGreen provided customary representations and warranties, pre-closing covenants and closing conditions in the Exchange Agreement.

InImmediately subsequent ~~accordance~~to ~~with~~the ~~ASC~~Exchange, ~~855~~we entered into an Agreement of Conveyance, ~~the~~Transfer ~~Company~~and ~~evaluated~~Assignment ~~subsequent~~of ~~events~~Assets ~~through~~and Assumption of Obligations (the ~~date~~“Conveyance ~~these~~Agreement”) ~~financial~~with ~~statements~~our ~~were~~prior ~~issued~~officer and director, Mr. ~~There~~David ~~were~~Mough. noPursuant ~~other~~to ~~material~~the ~~subsequent~~Conveyance ~~events~~Agreement, we ~~that~~transferred ~~required~~all ~~recognition~~assets orand ~~additional~~business ~~disclosure~~operations associated with our mining business to Mr. Mough. In exchange, Mr. Mough agreed to cancel his 8,000,000 shares in ~~these~~our ~~financial~~company ~~statements~~and to assume and cancel all liabilities relating to our former business.

As a result of the Agreement, we are no longer pursuing our former business plan. Under the direction of our newly appointed officers and directors, as set forth below, we are in the business of serving cannabis manufacturing, distributing and financing processes.

In accordance with ASC 855, the Company evaluated subsequent events through the date these financial statements were issued. There were no other material subsequent events that required recognition.

F-9

Filing Compare · CORGREEN TECHNOLOGIES HOLDING Corp