U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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~~December 3031, ~~2014~~2017

[ ] 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. 333-172850

	Unique Underwriters, Inc.
	Grand Havana Inc. (Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
JunkieDog.com, Inc. (Former Name of Registrant)
Nevada (State or Other Jurisdiction of Incorporation or Organization)	~~6361~~5149 (Primary Standard Industrial Classification Number)	27-0631947 (IRS Employer Identification Number)

~~121 North~~761 ~~Commercial~~NW ~~Drive,~~23rd Street

~~Mooresville~~Miami, NC ~~28815~~FL 33127

(~~704~~800) ~~902~~ 608-~~5380~~ 5441

(Address and telephone number of principal executive offices)

Securities Registered Under Section 12(b) of the Exchange Act: None

Securities Registered Under Section 12(g) of the Exchange Act: ~~Common Stock, $0.001 par value (Title of class)~~

~~Indicate by~~Common ~~check~~Stock, ~~mark~~$0.001 ifpar ~~the registrant is a well-known seasoned issuer as defined by Rule 405 of the Securities Act Yes [ ] No [X].~~value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer as defined by Rule 405 of the Securities Act

Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Rule 13 or Section 15(d) of the Act

Yes [ ] No [X].

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ] No [X]

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

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best 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. [ ]

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

Large accelerated filer ~~[ ]~~☐ Accelerated filer ~~[ ]~~☐ Non-accelerated filer ~~[ ]~~☐ (Do not check if smaller reporting company) Smaller reporting company ~~[X]~~ ☒ Emerging growth company ☐

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $~~828~~4,~~435. For purposes of this computation~~731, ~~all directors and executive officers of the registrant are considered to be affiliates of the registrant)~~858.

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

Class	Outstanding as ofJuly ~~December 31~~18, ~~2014~~2019
Common Stock: $0.001 par value	~~775~~82,~~656~~309,830

DOCUMENTS INCORPORATED BY REFERENCE

~~An information statement on Form 14F-1 regarding the change of directors and executive officers of the Company was filed on June 2, 2014.~~None

An information statement on Form DEF 14C regarding the name change, reverse stock split and redomicile of the Company from Texas to Nevada was filed on June 23, 2014.

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Table of Contents

TABLE OF CONTENTS

PART I:

Item 1. Business

Item 1A. Risk Factors

Item 1B. Unresolved Staff Comments

Item 2. Properties

Item 3. Legal Proceedings

Item 4. Mine Safety Disclosures

PART II:

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6. Selected Financial Data

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Item 8. Financial Statements and Supplementary Data

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures

Item 9A(T). Controls and Procedures

Item 9B. Other Information

PART III:

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accounting Fees and Services

PART IV:

Item 15. Exhibits, Financial Statement Schedules

SIGNATURES:

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Table of Contents

Cautionary Statement Regarding Forward-Looking Statements

This annual report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. Some discussions in this report may contain forward-looking statements that involve risk and uncertainty.

A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made in this report. Forward-looking statements are often identified by words like: “believe”, “expect”, “estimate”, “anticipate”, “intend”, “project” and similar expressions or words which, by their nature, refer to future events. In some cases, you can also identify forward-looking statements by terminology such as “may”, “will”, “should”, “plans”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

The cautions outlined made in this statement and elsewhere in this document should not be construed as complete or exhaustive. In many cases, we cannot predict factors which could cause results to differ materially from those indicated by the forward-looking statements. Additionally, many items or factors that could cause actual results to differ materially from forward-looking statements are beyond our ability to control. The Company will not undertake an obligation to further update or change any forward-looking statement, whether as a result of new information, future developments, or otherwise.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. References to common shares refer to common shares in our capital stock.

In this report, “~~Unique~~Grand ~~Underwriters,~~Havana Inc.”, “JunkieDog.com,” “the Company,” “the Registrant,” “we,” “us,” and “our,” refer to ~~Unique~~Grand ~~Underwriters~~Havana Inc., unless the context otherwise requires. Unless otherwise indicated, the term “fiscal year” refers to our fiscal year ending June 30, ~~2014~~2015. Unless otherwise indicated, the term “common stock” refers to shares of the Company’s common stock, par value $0.001 per share.

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Table of Contents

PART I

Item 1. Business.

Overview

~~Unique Underwriters,~~Grand Havana Inc., ~~(the “Company”)~~ was ~~incorporated~~originally incorporated in the State of Texas in 2009 as Unique Underwriters Inc.. Effective as of March 14, 2014, Samuel Wolfe and Robert Luciano entered into a Share Purchase Agreement whereby, Mr. Wolfe sold to Mr. Luciano 305,000 shares (after reverse stock split discussed below) of the Company’s common stock in consideration for payment of $5,000. Mr. Wolfe retained ownership of 20,000 shares (after reverse stock split) of the Company’s common stock. As of the same date, Ralph Simpson and Bennie Manion entered into a Share Purchase Agreement, whereby Mr. Simpson sold to Mr. Manion 305,000 shares (after reverse stock split) of the Company’s common stock in consideration for payment of $5,000. Mr. Simpson retained ownership of 20,000 shares (after reverse stock split) of the Company’s common stock. Both Mr. Luciano and Mr. Manion each held approximately 39.3% of the Company’s outstanding shares as of March 14, 2014 as a result of the foregoing.

Pursuant to resolution of the Board of Directors, on March 14, 2014, Mr. Samuel Wolfe resigned as the Company’s chief executive officer and president and from all other officer positions; Mr. Rudolf Renda resigned as a director of the Company (his sole position) and Mr. Ralph Simpson resigned as the Company’s chief financial officer, chairman of the board, director and from all other positions held by him. Simultaneously, pursuant to the same resolution, Roberto Luciano was appointed as the Company’s chief executive officer, president, secretary, treasurer and director and Bennie Manion was appointed chief operating officer, vice president and director of the Company. After such appointments, and pursuant to the same board resolution, Mr. Samuel Wolfe resigned as director of the Company, leaving Mr. Luciano and Mr. Manion as the Company’s sole officers and directors.

On or around ~~May~~June 9, 2014, the Board of Directors agreed to and did incorporate a wholly owned subsidiary in Nevada under the name Junkiedog.com with the intent of merging with the subsidiary in order to change the Company’s domicile and name and effectuate a reverse split of its common stock at a ratio of 1:100. The Board of Directors and shareholders of the Company approved the merger with JunkieDog.com on or about June 9, 2014~~, which was not completed as of June 30, 2014~~.

~~An information~~On ~~statement~~September on19, ~~Form~~2014, ~~14F-1~~JunkieDog.com, ~~regarding~~Inc. entered ~~the~~into ~~change~~a Plan of ~~directors~~Exchange ~~and~~with ~~executive~~First ~~officers~~Choice ofApparel, ~~the~~an ~~Company~~online ~~was~~wholesale ~~filed~~website onfor ~~June~~clothing and other quality items. Under 2the agreement JunkieDog.com, ~~2014;~~Inc. ~~and~~agreed anto ~~information~~acquire ~~statement~~certain onassets ~~Form~~and ~~DEF~~liabilities ~~14C~~of ~~regarding~~First ~~the~~Choice ~~name~~Apparel ~~change~~for 40,000,000 ~~reverse~~restricted shares of common stock. ~~split~~Subsequent ~~and~~to ~~redomicile~~entering ofinto ~~the~~this ~~Company from~~agreement, ~~Texas~~both toparties ~~Nevada~~agreed ~~was~~to ~~filed~~amend onthe ~~June~~agreement ~~23,~~from ~~2014,~~a ~~each~~Plan of ~~which~~Exchange to ~~are~~an ~~incorporated~~Asset ~~herein~~Acquisition byAgreement ~~reference~~ and ~~provide~~to ~~more~~account ~~detail~~for ~~regarding~~ the ~~foregoing~~transaction, based on those terms.

On February 5, 2017, an Agreement For The ~~disclosures~~Exchange inof ~~this~~Stock ~~Form~~(the ~~10-K~~“Exchange”) ~~regarding~~was entered into between the ~~number~~Company and the Grand Havana Master LLC (“GHM”), a Florida limited liability company, and the members of GHM, pursuant to which 50,000,000 shares ~~and~~of the Company’s ~~statement~~common stock were issued to the members of ~~stockholders~~GHM in exchange for 100% of the membership interests of GHM. Upon completion of the Exchange, Grand Havana Master LLC became the Company’s ~~equity~~wholly-owned ~~have~~subsidiary ~~been~~and ~~restated~~the members of GHM ~~per~~own ~~FASB~~a ~~128~~controlling ~~paragraph~~interest ~~134,~~in asthe ifCompany. Simultaneously upon the ~~reverse~~Closing ~~split~~of ~~took~~the ~~effect~~Exchange, atMr. Roberto Luciano, the Company’s ~~beginning~~Chief Executive Officer, returned his 40,000,00 shares of the ~~periods~~Company’s ~~presented~~common stock for cancellation in exchange for certain assets of the business.

Plan of Operation

About Our Company

~~The~~Initially, the Company acted as a national Independent Marketing Organization that focused exclusively on the sale of mortgage protection insurance policies, final expense insurance policies and life insurance policies. The Company ~~provides~~provided sales and marketing assistance for its agents by utilizing direct-mail lead programs, insurance sales training and agency-building opportunities. ~~As of June 30, 2014, the Company offered the following forms of insurance sales:~~

~~Mortgage life~~With ~~insurance: a form of life insurance that will cover~~ the ~~cost~~acquisition of ~~the~~First ~~mortgage~~Choice inApparel Company ~~the event of policy holder’s death~~LLC, so ~~that~~a ~~his/her~~North ~~family~~Carolina ~~doesn’t~~limited ~~have~~liability tocompany ~~worry~~(“First ~~about~~Choice”), ~~paying it off without~~ the ~~aid~~Company ofacted ~~primary~~as ~~income.~~an ~~Life~~online ~~insurance can be~~e-commerce ~~used~~company ~~for~~that aspecialized ~~variety~~in ~~of purposes~~importing, ~~such~~product ~~as: providing for your spouse and children~~sourcing, ~~paying off a mortgage~~ and ~~other~~global ~~debts,~~distribution ~~transferring wealth~~of orvarious ~~business~~products ~~interests,~~ranging ~~accumulating~~from ~~cash~~consumer ~~on a tax advantaged basis, achieving estate tax liquidity, saving money for college~~electronics ~~expenses~~to ordepartment ~~retirement~~store ~~or other life events~~merchandise. ~~Disability Insurance pays the insured a monthly benefit if he/she becomes disabled, as a result of an accident or disease, and cannot perform the duties of their own job.~~

~~Funeral~~Grand expense insurance: an insurance policy used to pay for funeral services and a burial when the named insured dies. Such a policy helps ease the financial burden placed on a family when a loved one dies. It is no different than a traditional life insurance policy with a small monetary value. Funeral expense insurance allows the named insured to feel safe knowing that funeral-related expenses are covered regardless of the status of their estate at the time of death.Havana

~~As of~~With ~~June 30, 2014,~~ the ~~Company~~acquisition ~~provides~~of ~~sales~~Grand ~~and marketing assistance for its agents by utilizing direct-mail lead programs~~Havana, ~~insurance sales~~the ~~training and agency-building opportunities. The~~ Company exited ~~rents quality leads to its agents that allow~~ the ~~agent~~business ~~to generate sales~~ of ~~mortgage~~First ~~protection~~Choice ~~insurance~~Apparel ~~policies, final expense insurance policies, annuities~~ and ~~life~~changed ~~insurance~~its ~~policies.~~focus ~~UUI generates~~to ~~revenue~~the ~~from~~distribution ~~three sources: (1) commissions from insurance carriers as a result~~ of ~~policies~~specialty ~~sold~~coffee byand ~~our~~tea, ~~network~~based ~~of independent~~around ~~agents;~~the ~~(2)~~theme ~~renting leads to our network~~ of ~~independent~~providing ~~agents; (3) and~~ the ~~sales~~perfect ofcup ~~annual membership packages to our agents that provide various levels~~ of ~~access~~Cuban ~~to leads, training, personalized website, mentoring, customer support, company events and conventions~~Coffee.

~~In conjunction~~Market with the changes in control due to the share purchase agreements above discussed, the Company intends to assign its insurance business to Mr. Samuel Wolfe. Prior to assigning its insurance business, the Company intends to complete an acquisition of First Choice Apparel Company LLC, a North Carolina limited liability company (“First Choice”), which is an online e-commerce company that specializes in importing, product sourcing, and global distribution of various products ranging from consumer electronics to department store merchandise. Opportunity

~~(4)~~Grand Havana currently sells and distributes a variety of coffees and teas, specializing in espresso beans to make “Cuban Coffee” or a “Cortadito.” A Cortadito is identical to Italian pulls, except for the addition of sugar directly to the metal pourer. The heat from the coffee-making process will hydrolyze some of the sucrose, thereby creating a sweeter and slightly more viscous result than a normal pull or adding sugar at the table. Besides selling directly to end-users through our own website, Grand Havana coffee is distributed to 65 restaurants and coffee shops throughout Florida.

~~Table~~Specialty coffee has been a growing market. Coupled with the growth of ~~Contents~~the Hispanic population in the United States, the Company seeks to offer an espresso that has a unique appeal and can differentiate itself from the well-known Italian espresso served by national chains such as Starbucks.

~~First Choice Apparel~~Competition

~~The Company~~Grand ~~intends~~Havana tooffers ~~acquire~~specialty ~~First~~products ~~Choice~~that are inrooted ~~exchange~~with ~~for~~Latin ~~40,000,000~~flare ~~shares~~such ~~(after~~as ~~the~~Cuban ~~reverse~~Style ~~split) of the Company’s common stock~~roast, orLatin ~~approximately~~Espressos ~~98.1%~~such ofas ~~outstanding~~Cafecito, ~~common~~Cortadito ~~shares after their issuance to the current First Choice shareholders. First Choice has agreements~~ and ~~relationships~~Cafe ~~overseas~~con ~~with manufacturers and in the U~~Leche.S. ~~with~~Our ~~many major, big box retailers that will~~baked ~~enable~~goods ~~the Company to~~ have ~~strong~~a ~~competitive~~Caribbean ~~advantages~~influence insuch ~~its~~as ~~market segments. Through~~ the ~~acquisition~~popular ofEmpanada ~~First Choice, the Company will offer various products~~ and ~~distributes~~Rum ~~across multiple distribution channels, including, but not limited to, retail e-commerce, wholesale, liquidation, and bulk sales of liquidated merchandise~~Cake.

~~Market~~Grand Havana competes with mainstream coffee ~~Opportunity~~roasters and cafes such as Starbucks, as well as pod makers such as Nesspresso, and specialty roasters such as Café Bustelo. These companies are larger, more established, better capitalized and have greater brand recognition than Grand Havana.

First Choice currently sells and distributes a constantly growing and changing number of products ranging from consumer electronics to department store merchandise. Besides selling directly to end-users through its own websiteHowever, ~~First~~Grand ~~Choice’s~~Havana ~~greatest revenue source~~ is ~~selling~~not ~~business-to-business~~directly ~~through major established merchandise portals including Amazon, eBay, Sears, RetailMeNopt,~~targeting ~~Rakuten,~~the ~~HalfOffDepot~~same ~~and~~markets ~~others.~~or ~~These~~otherwise ~~distribution~~differentiates ~~outlets~~itself ~~have~~from ~~spent~~these ~~and continue to spend millions of dollars attracting customers to their sites~~competitors.

~~The strength~~Starbucks ~~of First Choice and what gives it a sustainable competitive edge~~ is ~~its~~now ~~ability~~considered ~~to source~~ a ~~large~~main ~~variety~~stream ~~of products~~purveyor ~~at low prices that offer high margins. In addition, through the use~~ of ~~strategic~~coffee ~~agreements with manufacturers, other distributors~~ and ~~third~~specialty ~~party~~coffee ~~shippers, First Choice operates with low overhead and without large investments in the cost of storage of inventory~~drinks.

~~Competition~~Nespresso is a capsule style coffee company that sells very popular varieties of Italian roasted espresso. However, Grand Havana caters to a different demographic.

~~The e-commerce~~Cafe ~~market~~Bustelo is ~~highly~~a ~~competitive.~~Cuban ~~The~~style ~~Company~~roaster ~~believes~~ that mainly ~~the~~distributes ~~ability~~its ofproduct ~~First~~throughout ~~Choice~~independent tosupermarkets ~~compete~~and inbodegas. ~~this~~The ~~space~~brand ~~depends on~~targets ~~many~~the ~~factors~~Latin ~~both~~community ~~within~~ and ~~beyond~~does market ~~its~~to ~~control~~mainstream ~~including:~~America.

~~- The size and composition of the customer and vendor base~~Employees

-We ~~The~~currently ~~number~~have of7 ~~vendors and products featured on its website~~employees

-Item ~~Selling~~1A ~~and~~Risk ~~marketing efforts~~Factors

-We ~~The~~are ~~quality,~~a ~~price,~~smaller ~~and~~reporting ~~reliability~~company as defined by Rule 12b-2 of ~~products~~the ~~offered~~Exchange byAct ~~First~~and ~~Choice~~are asnot ~~compared~~required to provide the ~~competition~~information under this item.

-Item ~~The~~1B. ~~ability~~Unresolved toStaff ~~cost-effectively source, market, and distribute products~~Comments

~~Employees~~None

~~As of~~Item ~~June~~2 ~~30, 2014, First Choice has 5 full-time employees and 1 part-time employee. First Choice also utilizes a staffing agency to process inbound orders.~~Properties

~~Item~~We lease approximately 2,000 square feet of 1Aoffice ~~Risk~~and ~~Factors~~warehouse space located at 761 NW 23rd Street

~~We are~~Miami, aFL ~~smaller~~33127. ~~reporting~~We ~~company~~have asa ~~defined by Rule 12b-~~2- ofyear ~~the~~lease ~~Exchange~~at a ~~Act~~cost ~~and~~of ~~are~~$3,095 ~~not~~per ~~required to provide the information under this item~~month.

Item 1B 3. ~~Unresolved~~Legal ~~Staff Comments~~ Proceedings

~~None~~Luis Ravelo and Lucia Ravelo v. Grand Havana Inc. and Grand Havana Master LLC, Case No. 2018-035017-CA-01 11th Judicial Circuit in and for Miami-Dade County, Florida. In May 2017 the Company acquired a 70% interest in Cafesa.co, a Florida corporation and a distributor of coffee to gas stations and convenience stores. In conjunction with the acquisition, Luis Ravelo became an employee and director of the Company. In June 2018, it became apparent that Mr. Ravelo had been misusing Company assets and had been diverting customers to a new venture he had created. On July 10, 2018, Mr. Ravelo resigned as a director of the Company. On October 31, 2018, Luis and Lucia Ravelo sued the Company and its wholly owned subsidiary, Grand Havana Master LLC, alleging breach of the Stock Purchase Agreement for the acquisition of Cafesa.co and Mr. Ravelo’s employment agreement with the Company. The Company filed a counterclaim alleging breach of the employment agreement, breach of the stock purchase agreement, fraud in the inducement and breach of fiduciary duty. The litigation is currently in the discovery stage. No determination can be made at this time with regard to the outcome of the litigation. The Company intends to continue to vigorously defend the action and to vigorously prosecute its counterclaims.

Item 2 ~~Properties~~4. Mine Safety Disclosures

~~Our administrative offices are located at 121 North Commercial Drive, Mooresville, North Carolina 28815.~~N/A

~~Item 3. Legal Proceedings~~ (1)

~~None~~Table of Contents

~~Item 4.~~PART ~~Mine Safety Disclosures~~II

~~(5)~~Market Information

~~Table~~Our common stock is quoted on the OTC Link™ quotation platform of ~~Contents~~OTC Markets Group, Inc. under the symbol “GHAV”. OTC Markets Group, Inc. is not an issuer listing service, market or exchange.

PART II

Date	High	Low
January 1, 2016 – March 31, 2016	$.0046	$.0015
April 1, 2016 – June 30, 2016	$.0025	$.0015
July 1 – September 30, 2016	$.0036	$.0015
October 1 – December 31, 2016	$.004	$.0002

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Date	High	Low
January 1, 2017 – March 31, 2017	$.05	$.0002
April 1, 2017 – June 30, 2017	$.0254	$.01
July 1 – September 30, 2017	$.0375	$.0085
October 1 – December 31, 2017	$.10	$.0085

~~Market~~As of the date of this report we have 127 registered ~~for~~shareholders ~~Common~~and ~~Equity~~a total of 69,002,799 common shares issued and outstanding

~~As the Company is a “smaller reporting company,” it is not required to provide the performance graph required in paragraph (e) of Item 201.~~Holders

~~Market~~As of the date hereof 69,002,799 shares of ~~Information~~common stock were issued and outstanding. Each shareholder of our common stock is entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Holders of our common stock representing a majority of the voting power of our capital stock issued and outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Although there are no provisions in our charter or by-laws that may delay, defer or prevent a change in control, we are authorized, without shareholder approval, to issue shares of preferred stock that may contain rights or restrictions that could have this effect. Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

~~Our common~~Additionally, ~~stock~~the isCompany ~~quoted~~has ona ~~the~~class ~~OTC~~of ~~Link™~~Series A ~~quotation~~Preferred ~~platform~~shares ofthat ~~OTC~~were ~~Markets~~designated ~~Group~~on April 18, ~~Inc~~2017. ~~under~~Each Series A share has voting rights equal to 2% of the ~~symbol~~issued ~~“JKDG”.~~and ~~OTC~~outstanding ~~Markets~~shares ~~Group,~~at ~~Inc~~the time of such vote. isThere ~~not~~are an100 ~~issuer~~Series ~~listing~~A ~~service~~shares issued and outstanding. Voting as a group, ~~market~~the orSeries A ~~exchange~~holders can out vote the holders of the common stock.

~~As of the date of this report we have 112 registered shareholders holding 775,687 shares; there are no shares held by broker-dealers.~~Dividends

~~Holders~~We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the board of directors considers relevant.

~~As of~~Securities June 30, 2014, 775,656 shares of common stock were issued and outstanding. There are 112 shareholders of our common stock and each shareholder of our common stock is entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued and outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Although there are no provisions in our charter or by-laws that may delay, defer or prevent a change in control, we are authorized, without shareholder approval, to issue shares of preferred stock that may contain rights or restrictions that could have this effect. Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for ~~each~~issuance ~~class~~under ofequity ~~stock, if any, having preference over~~compensation ~~the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.~~plans

~~Dividends~~We do not have any equity compensation plans and accordingly we have no securities authorized for issuance hereunder.

~~We have~~Purchases ~~never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion~~ of ~~our~~equity ~~business,~~securities ~~and~~by ~~we do not anticipate paying any cash dividends on common stock. Any future determination to pay dividends will be at~~ the ~~discretion~~Issuer ~~of the Board of Directors~~ and ~~will~~affiliated be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the board of directors considers relevant.purchasers

~~Securities~~There were no shares of common stock or other ~~authorized~~securities ~~for~~issued ~~issuance~~to ~~under~~the ~~equity~~issuer ~~compensation~~or ~~plans~~affiliated purchasers during the year ended December 31, 2016.

~~We do~~Penny ~~not have any equity compensation plans and accordingly we have no securities authorized for issuance hereunder.~~Stock

~~Purchases~~Our common stock is considered to be a “penny stock” under the rules of the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities bywith a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the ~~Issuer~~NASDAQ Stock Market System, provided that current price and ~~affiliated~~volume ~~purchasers~~information with respect to transactions in such securities is provided by the exchange or quotation 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 Commission, that:

~~There were~~- nocontains ~~shares~~a description of ~~common~~the ~~stock~~nature and level of risks in the market for penny stocks in both public offerings and secondary trading; - contains a description of the broker’s or ~~other~~dealer’s ~~securities~~duties ~~issued~~to the customer and of the rights and remedies available to the ~~issuer~~customer with respect to a violation to such duties or ~~affiliated~~other ~~purchasers~~requirements ~~during~~of Securities’ laws; contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the ~~year~~significance ~~ended~~of ~~June~~the 30spread between the bid and ask price; - contains a toll-free telephone number for inquiries on disciplinary actions; - defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and - contains such other information and is in such form, ~~2014~~ including language, type, size and format, as the Commission shall require by rule or regulation.

~~Penny~~The broker-dealer also must provide, prior to effecting any transaction ~~Stock~~in a penny stock, the customer with:

~~Our common~~- ~~stock~~bid isand ~~considered~~offer toquotations befor athe “penny stock”; ~~under~~- the ~~rules~~compensation of the ~~Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934. The SEC has adopted rules that regulate~~ broker-dealer ~~practices~~and inits ~~connection~~salesperson ~~with transactions~~ in ~~penny~~the ~~stocks.~~transaction; ~~Penny~~- ~~stocks~~the ~~are~~number ~~generally~~of ~~equity~~shares ~~securities~~to ~~with~~which asuch ~~price~~bid ofand ~~less~~ask ~~than~~prices ~~$5.00~~apply, ~~other than securities registered on certain national securities exchanges~~ or ~~quoted~~other oncomparable ~~the NASDAQ Stock Market System, provided that current price and volume~~ information ~~with~~relating ~~respect~~ to ~~transactions~~the indepth ~~such~~and ~~securities~~liquidity isof ~~provided by~~ the ~~exchange~~marker orfor ~~quotation~~such ~~system. The penny~~ stock; ~~rules~~and ~~require~~- amonthly ~~broker-dealer,~~account ~~prior~~statements toshowing athe ~~transaction~~market invalue aof each penny stock, toheld ~~deliver~~in ~~a standardized risk disclosure document prepared by~~ the ~~Commission,~~customer’s ~~that:~~account.

-In ~~contains~~addition, athe ~~description~~penny ofstock ~~the~~rules ~~nature~~that ~~and~~require that ~~level~~prior ofto ~~risks~~a transaction in ~~the~~a ~~market for~~ penny ~~stocks~~stock innot ~~both~~otherwise ~~public~~exempt ~~offerings~~from ~~and~~those ~~secondary trading~~rules; ~~- contains a description of~~ the broker~~’s or~~ -dealer’s ~~duties~~must tomake ~~the~~a ~~customer~~special ~~and~~written determination ofthat the ~~rights~~penny ~~and~~stock ~~remedies~~is ~~available to the customer with respect to~~ a ~~violation~~suitable toinvestment ~~such~~for ~~duties~~the orpurchaser ~~other~~and ~~requirements~~receive ofthe ~~Securities~~purchaser’s ~~laws;~~written ~~contains a brief, clear, narrative description~~ acknowledgement of ~~a dealer market, including bid and ask prices for penny stocks and~~ the ~~significance~~receipt of ~~the spread between the bid and ask price; - contains~~ a ~~toll-free~~risk ~~telephone number for inquiries on disciplinary actions; - defines significant terms in the~~ disclosure ~~document~~statement, ora inwritten ~~the~~agreement ~~conduct~~to oftransactions ~~trading~~involving in penny stocks;, and -a ~~contains~~signed ~~such other information~~ and isdated copy inof ~~such~~a ~~form,~~written ~~including~~suitably ~~language, type, size and format, as the Commission shall require by rule or regulation~~statement.

~~The~~These ~~broker-dealer also~~disclosure ~~must~~requirements ~~provide,~~may ~~prior~~have tothe effect ~~effecting~~of ~~any~~reducing ~~transaction~~the trading activity in athe ~~penny~~secondary ~~stock,~~market ~~the~~for ~~customer~~our ~~with:~~stock.

- bid and offer quotations for the penny stock; - the compensation of the broker-dealer and its salesperson in the transaction; - the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the marker for such stock; and - monthly account statements showing the market value of each penny stock held in the customer’s account.(2)

~~In addition,~~Table the penny stock rules that 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 acknowledgement of ~~the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement.~~Contents

~~These disclosure~~Item ~~requirements~~6. ~~may~~Selected ~~have~~Financial ~~the effect of reducing the trading activity in the secondary market for our stock.~~Data

~~(6)~~As a smaller reporting company, we are not required to provide the information required by this item.

~~Table~~Item 7. Management’s Discussion and Analysis of ~~Contents~~Financial Condition and Results of Operations

~~Item~~The following discussion should be read 6.in ~~Selected~~conjunction ~~Financial~~with ~~Data~~our financial statements and the notes thereto.

~~As a~~Forward-Looking ~~smaller reporting company, we are not required to provide the information required by this item.~~Statements

~~Item~~As previously stated, this annual report contains 7forward-looking statements relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. ~~Management~~When used in this Report, the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management’s ~~Discussion~~current view of us concerning future events and ~~Analysis~~are subject to certain risks, uncertainties and assumptions, including among many others: our potential inability to raise additional capital, the possibility that third parties hold proprietary rights that preclude us from marketing our products, the emergence of ~~Financial~~additional ~~Condition~~competing technologies, changes in domestic and ~~Results~~foreign laws, regulations and taxes, changes in economic conditions, a general economic downturn, a downturn in the securities markets, Securities and Exchange Commission regulations which affect trading in the securities of ~~Operations~~“penny stocks,” and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Report as anticipated, estimated or expected.

~~The following~~Use ~~discussion~~of ~~should~~GAAP beFinancial ~~read in conjunction with our financial statements and the notes thereto.~~ Measures

~~Forward-Looking~~We use GAAP financial measures in the section ~~Statements~~of this annual report captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All of the GAAP financial measures used by us in this report relate to the inclusion of financial information.

As previously stated, this annual report contains forward-looking statements relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. When used in this Report, the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management’s current view of us concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: our potential inability to raise additional capital, the possibility that third parties hold proprietary rights that preclude us from marketing our products, the emergence of additional competing technologies, changes in domestic and foreign laws, regulations and taxes, changes in economic conditions, a general economic downturn, a downturn in the securities markets, Securities and Exchange Commission regulations which affect trading in the securities of “penny stocks,” and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Report as anticipated, estimated or expected.Overview

~~Use~~This subsection of MD&A is an overview of ~~GAAP~~the ~~Financial~~important ~~Measures~~factors that management focuses on in evaluating our businesses, financial condition and operating performance, our overall business strategy and our earnings for the periods covered.

We use GAAP financial measures in the section of this annual report captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All of the GAAP financial measures used by us in this report relate to the inclusion of financial information.General

~~Overview~~On February 7, 2017 the Company entered into an agreement with the members of Grand Havana Master LLC, a Florida limited liability company, whereby the Company acquired Grand Havana Master in exchange for shares of the Company, Grand Havana Master became a wholly-owned subsidiary of the Company, we sold the business of First Choice Apparel and the website junkiedog.com to Roberto Luciano and adopted the business plan of Grand Havana Master.

~~This subsection~~Results of MD&A is an overview of the important factors that management focuses on in evaluating our businesses, financial condition and operating performance, our overall business strategy and our earnings for the periods covered.Operations

~~General~~Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

~~The Company~~We ~~intends~~expect towe ~~enter~~will arequire ~~Plan~~additional ~~of Exchange (the “Exchange”) with First Choice Apparel Company LLC and the members~~capital ~~of First Choice, including the Company’s CEO and director, Roberto Luciano, pursuant~~ to ~~which~~meet ~~40,000,000~~our ~~shares~~long ofterm ~~the~~operating ~~Company’s common~~requirements. ~~stock~~We isexpect ~~expected~~ to beraise ~~issued~~additional tocapital ~~the~~through, ~~members~~among ofother ~~First Choice in exchange for all of the shares in First Choice. Upon completion of the Exchange~~things, ~~First Choice will become~~ the ~~Company’s~~sale ~~wholly-owned subsidiary and the members~~ of ~~First Choice~~equity ~~will~~or ~~then~~debt ~~own a ‘controlling interest’ in the Company, representing approximately 98~~securities.~~1% of the current voting shares of the Company on a fully dilutive basis. The Exchange is expected to be closed in December, 2014.~~

~~Results~~Revenues ~~of Operations~~

~~Our financial~~We ~~statements~~had ~~have~~revenue ~~been~~of ~~prepared~~$204,303 ~~assuming~~for ~~that~~the year weended ~~will~~December ~~continue as a going concern and~~31, ~~accordingly~~2017. Comparatively, dowe ~~not~~had ~~include~~revenue ~~adjustments~~of ~~relating~~$210,508 tofor the ~~recoverability~~year ~~and~~ended ~~realization~~December of31, ~~assets~~2016. ~~and~~The ~~classification~~difference ofis ~~liabilities~~due ~~that~~to ~~might~~the beCompany’s ~~necessary~~change ~~should~~to wethe befood servicing business ~~unable~~following tothe ~~continue~~acquisition inof ~~operation~~Cafesa,Co.

~~We expect~~Cost ~~we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale~~ of ~~equity or debt securities.~~Sales

~~(7)~~Costs of sales was $107,196 for the year ended December 31, 2017 or 52.5% of revenues. The cost of sales was $50,512, or 24.0% of revenues for the current year ended December 31, 2016. Cost of sales includes the costs directly attributable to revenue recognition, such as equipment costs, purchased costs, and payments to vendors.

~~Table of Contents~~Operating Expenses

~~Revenues~~We had operating expenses of $4,228,850 for the year ended December 31, 2017 compared to operating expenses of $276,796 during the year ended December 31, 2016. The increase is mainly due to the change in business from selling retail products to selling to wholesale accounts, the impairment of goodwill of $553,980, and the issuance of 100 shares of Series A preferred stock to employees valued at $2,811,782.

WeOther had revenue of $ 311,789 for the current fiscal year ended June 30, 2014, of which $134,731 was from commissions due to sales of insurance products, including mortgage life insurance and funeral expense insurance, and $177,058 from the sales of leads during the current fiscal year ended June 30, 2014.Expenses

~~Comparatively, we~~We had ~~revenue~~other expenses of $ 14,~~524~~534,~~576~~ 539 for the ~~fiscal~~ year ended ~~June~~December 3031, ~~2013,~~2017 ofcompared ~~which $811,136 was from commissions due~~ to ~~sales~~other expenses of ~~insurance~~ ~~products, including mortgage life insurance and funeral expense insurance, and~~ $~~713,440~~0 ~~from the sales of leads~~ during ~~the~~ ~~fiscal~~ the year ended ~~June~~December 3031, ~~2013~~2016. The ~~revenue decreased by $1,212,788 or 79.55 %, during the current fiscal year ended June~~increase ~~30,~~is ~~2014,~~mainly ~~because~~due ofto ~~the~~a change in ~~management~~derivative liabilities of ~~the Company on March 14~~$4, ~~2014 per Share Purchase Agreements discussed above~~224,631.

~~Cost of~~Liquidity ~~Sales~~and Capital Resources

~~The cost~~Operating ~~of sales was $157,487, or 50.51% of revenues for the current fiscal year ended June 30, 2014.~~Activities

~~Cost~~Net cash used in operating activities was $467,938 ofduring ~~sales~~the ~~includes~~current year ended December 31, 2017. Negative cash flow from operation during the ~~costs~~current ~~directly~~year ~~attributable~~end December 31, 2017 was due to ~~revenue~~the ~~recognition~~net loss of $8,666,282, ~~such~~offset asby ~~marketing~~the ~~and~~common ~~leads~~stock ~~generation~~issued ~~costs~~for compensation of $71,250, Series A preferred stock ~~leads~~issued ~~purchased~~for ~~costs~~$2,811,782, ~~and~~loss ~~payments~~on toderivative ~~agents~~liabilities by $4,224,631, ~~which~~depreciation ~~was~~expense of $4116,~~947~~402, the increase in accounts payable and accrued expenses in amount of $4883,~~181~~286, the increase in payroll and related liabilities of $67142,~~359~~945, ~~respectively,~~and ~~for~~ the ~~current fiscal~~increase ~~year~~in ~~ended~~accrued ~~June~~interest ~~30,~~of ~~2014~~$37,800.

~~The cost~~Investing ~~of sales was $649,161, or 43 % of revenues for the fiscal year ended June 30, 2013.~~Activities

~~Cost of~~Net ~~sales~~cash ~~includes~~used ~~the~~in ~~costs~~investing ~~directly~~activities ~~attributable~~was ~~to revenue recognition~~$5,594 for ~~such~~the asfiscal ~~marketing~~year ~~and~~ended ~~leads~~December ~~generation costs~~31, ~~leads purchased costs~~2017, ~~and~~due ~~payments~~primarily to ~~agents,~~purchase ~~which~~of ~~was~~property ~~$151,864,~~and equipment of $~~173~~8,~~949~~465, ~~and~~cash acquired in Cafesa acquisition of $~~323~~2,~~348~~393 ~~for~~and ~~the~~cash ~~fiscal~~acquired ~~year~~in ~~ended~~reverse ~~June~~merger ~~30,~~of ~~2013~~$478.

~~We recognized~~Financing cost of sales in the same manner in conjunction with revenue recognition, when the costs were incurred. Contract labor expenses were not directly related to the generation of sales; rather, these were involved in the selling, general and administrative expenses of the business.Activities

~~Expenses~~Net cash provided by financing activities was $608,421 for the current fiscal year ended December 31, 2017 primarily due to proceeds from convertible notes of $583,750, proceeds from related party loans payable of $41,526 and repayments towards related party loans payable of $121,775.

We had operating expenses of $477,126 during the current fiscal year ended June 30, 2014, compared to operating expenses of $914,254 during the fiscal year ended June 30, 2013. The decrease of $437,128 during the current fiscal year ended June 30, 2014 was due primarily to the decrease in contract labor, payroll and related taxes and other general and administrative expenses by $167,349, $214,717, and $134,000, respectively.(3)

~~Expenses included~~Table ~~in other administrative expenses in the accompanying statement~~ of ~~operations are miscellaneous and sundry expenses pertaining to office expenses and office supplies that are immaterial to be presented separately on the face of the statement of operations.~~Contents

~~Liquidity and~~Critical ~~Capital~~Accounting ~~Resources~~Policies

~~Operating~~Revenue Recognition - The Company applies ~~Activities~~paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when services are realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met:

~~Net cash~~(i) ~~used~~persuasive inevidence ~~operating activities was $94,530 during the current fiscal year ended June 30, 2014. Negative cash flow from operation during the current fiscal year ended June 30, 2014 was due to the net loss~~ of ~~$410,085,~~an ~~offset~~arrangement ~~by the common stock issued for compensation of $10~~exists,800, loss on derivative liabilities by $66, loss on disposal of fixed assets of $3,717, amortization of debt discount of $54,309, the issuance of convertible debt for professional fee of $12,500, depreciation expense of $484, the decrease in rent deposit of $4,578, the increase in accounts payable in amount of $500, the increase in accrued expense of $222,018, and the increase in accrued interest of $4,803.

~~Comparatively, net~~(ii) ~~cash used in operating activities was $50,682 during~~ the ~~fiscal~~services ~~year~~have ~~ended~~been ~~June~~rendered 30, 2013. Negative cash flow from operation during the fiscal year ended June 30, 2013 was due to the net loss of $48,715, the increase in accounts receivable by $1,780, the increase in rent deposit by 4,578, plus the decrease in accounts payable in amount of $31,987, offset by the amortization of debt discount of $484, the imputed interest expense of $10,000, and ~~the~~all ~~increase~~required inmilestones ~~accrued payroll taxes by $25~~achieved,~~892.~~

~~Investing Activities~~(iii) the sales price is fixed or determinable, and

~~Net cash~~(iv) ~~used~~Collectability inis ~~investing~~reasonably ~~activities was $1,315 for the fiscal year ended June 30, 2014, due primarily to the purchase of computer~~assured. ~~Comparatively, net cash used in investing activities was $3,371 for the fiscal year ended June 30, 2013, due primarily to the purchase of furniture.~~

~~Financing~~Sales are recorded at the time title of goods sold passes ~~Activities~~to customers, which based on shipping terms, which generally occurs when the product is shipped to the customer and collectability is reasonably assured. Sales are presented net of discounts and allowances. Discounts and allowances are determined when a sale is negotiated. The Company does not grant price adjustments after a sale is complete.

~~Net cash~~The ~~provided~~Company’s byrevenue ~~financing~~is ~~activities~~primarily ~~was~~derived from ~~$85,238 for~~ the ~~current~~sale ~~fiscal~~of ~~year ended June 30~~coffee, ~~2014~~tea ~~due~~and toaccessories. ~~$4,662 bank~~The ~~overdraft,~~Company ~~$66,229~~records ifrevenue ~~proceeds~~when ~~from~~the ~~issuance~~amount ofis ~~convertible~~fixed ~~debenture,~~or ~~$39~~determinable,~~205~~ ofdelivery ~~net proceeds from factory arrangements, offset by~~has ~~$24,858~~occurred ~~repayment~~or ofservices ~~loans~~have ~~from~~been ~~related~~performed ~~party.~~and ~~Comparatively, cash~~both ~~provided~~title byand ~~financing~~risk ~~activities~~of ~~was~~loss ~~$45,484~~have ~~for~~transferred to the ~~current~~ ~~fiscal year ended June 30~~customer, ~~2013~~and ~~due~~collection tois ~~proceeds from related party loans~~reasonably assured.

~~(8)~~Cost of Sales - The Company’s policy is to recognize cost of sales in the same manner in conjunction with revenue recognition, when the costs are incurred.

~~Table~~Plan of ~~Contents~~Operation and Funding

~~Critical~~The Company’s current cash on hand is ~~Accounting~~not ~~Policies~~sufficient to meet our working capital requirements for the next twelve month period. We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) increased production; (ii) advertisement expenses; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and potentially debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or debt securities could potentially result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock.

~~Revenue Recognition~~ Off-Balance ~~The~~Sheet Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when services are realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met:Arrangements

~~(i)~~As ~~persuasive~~of ~~evidence~~the date of anthis ~~arrangement~~Report, ~~exists~~we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

~~(ii)~~Going ~~the services have been rendered and all required milestones achieved,~~Concern

~~(iii)~~The ~~the~~Company ~~sales~~has ~~price~~suffered isrecurring ~~fixed~~losses and ornegative ~~determinable,~~cash flows from operations since inception and has a negative working capital. These factors raise substantial doubt as to the ability of the Company to continue as a going concern.

~~(iv~~Management’s plans with regard to these matters encompass the following actions: 1) ~~Collectability~~obtain funding from new investors to alleviate the Company’s working deficiency, and 2) expand sales of Grand Havana products. The Company’s continued existence is ~~reasonably~~dependent ~~assured~~upon its ability to resolve it liquidity problems and increase profitability in its current business operations. However, the outcome of management’s plans cannot be ascertained with any degree of certainty. The accompanying financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.

~~The Company~~Item ~~recognized revenue during the period in which insurance carriers receive premium payments, at which point the Company has fully earned the commission~~7A. ~~Commission~~Quantitative ~~payments~~and ~~are~~Qualitative ~~generally~~Disclosures ~~received~~About ~~within~~Market ~~few days of being earned.~~Risk

~~he lead~~We ~~sales~~are ~~revenue~~a issmaller ~~recognized~~reporting ~~when~~company ~~one~~as ofdefined by ~~our~~Rule ~~agents~~12b-2 ~~submits~~of anthe ~~order~~Securities toExchange ~~rent~~Act ~~leads~~of ~~and~~1934 ~~simultaneously their credit card is processed~~ and ~~the leads~~ are ~~distributed~~not torequired ~~them. The Company recognizes revenue when the agent submits an order~~ to ~~rent~~provide the ~~leads for~~information 30under ~~days.~~this ~~After thirty days the leads become available for rental to another agent~~item. ~~Leads may be rented multiple times at decreasing rates due to the lead’s age and number of times it has been rented. The Company earned selling leads in December 2013.~~

Cost of Sales - The Company’s policy is to recognize cost of sales in the same manner in conjunction with revenue recognition, when the costs are incurred. Cost of sales includes the costs directly attributable to revenue recognition and include marketing and leads generation costs, leads purchased costs and agent expenses. Selling, general and administrative expenses are charged to expense as incurred.(4)

~~Plan~~ Table of ~~Operation and Funding~~Contents

~~We had~~Item a8. ~~bank~~Financial ~~overdraf~~Statements ~~of $4,682 as of June 30, 2014,~~ and ~~the~~Supplementary ~~accumulated deficit as of June 30, 2014 was $11,767,911. The Company’s current cash on hand is not sufficient to meet our working capital requirements for the next twelve month period.~~Data

After the closing of the Exchange (discussed in this Item above under “General”), we expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our ~~working capital~~financial ~~requirements~~statements are ~~expected~~stated ~~to increase~~ in ~~line with the growth of our business after the reverse merger with First Choice.~~United InStates ~~connection~~Dollars ~~with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to:~~ (iUS$) ~~logistic expenses; (ii) advertisement expenses;~~ and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and potentially debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or debt securities could potentially result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are ~~not~~prepared available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in ~~the~~accordance ~~next twelve~~with ~~months~~United inStates ~~order~~Generally toAccepted ~~sustain~~Accounting ~~and expand our operations~~Principles. ~~We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock.~~

~~Off-Balance~~The Report of Independent Registered Public ~~Sheet~~Accounting ~~Arrangements~~Firm issued by MaloneBailey, LLP for the audited financial statements for year ended December 31, 2017 are included herein immediately preceding the audited financial statements.

~~As of~~Our ~~the~~audited ~~date~~financial ofstatements ~~this Annual Report, we do not have any off-balance sheet arrangements that have or~~ are ~~reasonably likely to have~~included afollowing ~~current~~the orsignature ~~future~~page ~~effect~~to onthis ~~our~~Form ~~financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors~~10K.

~~Going Concern~~Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

~~The Company~~On ~~has~~June ~~suffered~~25, ~~recurring~~2018, ~~losses~~the ~~from~~Board ~~operations~~of ~~since~~Directors voted ~~inception~~to ~~and~~dismiss ~~has~~D. aBrooks ~~negative~~and ~~working~~Associates ~~capital~~CPA’s, P.A. ~~These~~(“Brooks”) ~~factors~~as ~~raise substantial~~principal ~~doubt~~independent asauditor tofor the Company. ~~ability~~Simultaneously, of the Company toengaged ~~continue~~MaloneBailey LLP (“MaloneBailey) as aits ~~going~~independent ~~concern~~registered public accounting firm. The engagement of MaloneBailey was approved by Company’s Board of Directors.

~~Management~~During Company’s ~~plans~~ ~~with~~two ~~regard~~most torecent ~~these~~fiscal years ~~matters~~and ~~encompass~~ the ~~following~~subsequent ~~actions:~~interim 1)period ~~obtain~~preceding ~~funding from new investors~~ to ~~alleviate~~ the ~~Company’s working~~dismissal ~~deficiency, and 2) implement a plan~~ of ~~exchange~~Brooks, ~~with~~the ~~First Choice Apparel~~ Company ~~LLC,~~had ~~which~~no isdisagreements anwith ~~e-commerce~~the ~~company~~firm on ~~generating~~any ~~sales~~matter ~~revenues~~of ~~through~~accounting ~~online~~principles ~~trading.~~or ~~The~~practices, ~~Company’s~~financial ~~continued~~statement ~~existence~~disclosure, isor ~~dependent~~auditing ~~upon~~scope ~~its~~of ~~ability~~procedure towhich ~~resolve~~disagreement itif ~~liquidity~~not ~~problems~~resolved ~~and~~to ~~increase profitability in its current business operations. However,~~ the ~~outcome~~satisfaction of ~~management’s plans~~Brooks ~~cannot~~would behave ~~ascertained~~caused ~~with~~it ~~any~~to ~~degree~~make ofreference ~~certainty.~~to ~~The~~the ~~accompanying~~subject ~~financial~~matter ~~statements~~of dothe ~~not include any adjustments~~disagreement ~~that~~in ~~might~~connection ~~result~~with ~~from~~its ~~the outcome of these risks and uncertainties~~report.

~~(9)~~Brook’s had not provided a report on the Company during the last two fiscal years. Brooks had provided a report on the Company’s financial statements for the fiscal year ended June 30, 2014. That report of Brooks on the Company’s financial statements contained no adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except as that the report indicated conditions which raised substantial doubt about the Company’s ability to continue as a going concern.

~~Table~~During Company’s two most recent fiscal years and the subsequent interim period prior to retaining MaloneBailey (1) neither Company nor anyone on Company’s behalf consulted MaloneBailey regarding (a) either the application of ~~Contents~~accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on Company’s financial statements or (b) any matter that was the subject of a disagreement or a reportable event as set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K, and (2) MaloneBailey did not provide Company with a written report or oral advice that they concluded was an important factor considered by Company in reaching a decision as to accounting, auditing or financial reporting issue.

Item 7A 9A. ~~Quantitative~~Controls and ~~Qualitative Disclosures About Market Risk~~ Procedures

We maintain disclosure controls and procedures that are adesigned ~~smaller~~to ~~reporting~~ensure ~~company~~that asinformation ~~defined~~required byto ~~Rule~~be ~~12b-2~~disclosed ofin our reports filed under the Securities Exchange Act ofis recorded, ~~1934~~processed, summarized and ~~are~~reported ~~not~~within ~~required~~the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the ~~information~~cost-benefit ~~under~~relationship ~~this~~of ~~item~~possible controls and procedures.

~~Item~~Our management does not expect that our disclosure 8controls or our internal controls over financial reporting will prevent all error and fraud. ~~Financial~~A ~~Statements~~control system, no matter how well conceived and ~~Supplementary~~operated, ~~Data~~can provide only reasonable, but not absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

~~Our~~As of December 31, 2017, the year-end period covered by this report, under the supervision and with the participation of the Company’s principal executive officer and principal financial ~~statements~~officer, ~~are~~we ~~stated~~carried inout ~~United~~an ~~States~~evaluation ~~Dollars~~of ~~(US$)~~the effectiveness of the design and ~~are~~operation ~~prepared~~of our disclosure controls and procedures. Based on the foregoing, we have concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this annual report. There have been no changes in ~~accordance~~our ~~with~~internal ~~United~~controls ~~States~~over ~~Generally~~financial ~~Accepted~~reporting ~~Accounting~~that ~~Principles~~occurred during the year ended December 31, 2017 that have materially or are reasonably likely to materially affect our internal controls over financial reporting.

The Report of Independent Registered Public Accounting Firm issued by Bongiovanni & Associates, CPAs for the audited financial statements for the year ended June 30, 2013 and the Report of Independent Registered Public Accounting Firm issued by D. Brooks and Associates CPAManagement's, ~~P.A.~~Report ~~for~~on ~~the~~Internal ~~audited~~Control ~~financial~~over ~~statements~~Financial ~~for current fiscal year ended June 30, 2014 are included herein immediately preceding the audited financial statements.~~Reporting

~~Our~~Based on its evaluation under the framework ~~audited~~in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission as of December 31, 2017, the Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, concluded that its internal control over financial ~~statements~~reporting ~~are~~were ~~included~~not ~~following~~effective as of December 31, 2017. Based on its evaluation, our management concluded that our internal control over financial reporting as of the ~~signature~~end ~~page~~of toour ~~this~~most ~~Form~~recent ~~10K~~fiscal year is not effective because there is a material weakness in our internal control over financial reporting as discussed below. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

~~Item~~This annual report does not include an attestation 9report of the Company's independent registered public accounting firm regarding internal control over financial reporting. ~~Changes~~Management's report inwas ~~and~~not ~~Disagreements~~subject ~~With~~to ~~Accountants~~attestation onby ~~Accounting~~our independent registered public accounting firm pursuant to the Dodd-Frank Wall Street Reform and ~~Financial~~Consumer ~~Disclosure~~Protection Act, which permanently exempts non-accelerated filers from complying with Section 404(b) of the Sarbanes-Oxley Act of 2002.

OnAttached as exhibits to this Form 10-K are ~~May~~certifications ~~15,~~of ~~2014,~~the ~~Silberstein~~Company’s ~~Ungar,~~Chief ~~PLLC~~Executive Officer (“~~Silberstein~~CEO”) ~~resigned~~and asChief ~~principal~~Financial ~~independent~~Officer ~~auditor for the Company. Silberstein~~(“CFO”), ~~had~~which ~~been~~are ~~retained~~required in ~~that~~accordance ~~position~~with ~~since~~Rule ~~April~~13a-14 ~~12,~~of ~~2014. Simultaneously,~~ the ~~Company~~Securities ~~engaged~~Exchange D.Act ~~Brooks~~of ~~and~~1934, ~~Associates~~as ~~CPA’s, P.A.~~amended (the “D.Exchange ~~Brooks~~Act”). This as“Controls ~~its~~and ~~independent~~Procedures” ~~registered~~section ~~public~~includes ~~accounting~~information ~~firm.~~concerning ~~The~~the ~~engagement~~controls ofand D.controls ~~Brooks~~evaluation ~~and Associates~~referred ~~CPA’s,~~to ~~P.A.~~in ~~was~~the ~~approved by Company’s Board of Directors~~certifications.

~~During Company’s~~Material ~~two~~Weakness most recent fiscal years and the subsequent interim period preceding to the dismissal of Silberstein, Company had no disagreements with the firm on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure which disagreement if not resolved to the satisfaction of Silberstein would have caused it to make reference to the subject matter of the disagreement in connection with its report. Although Silberstein was recently selected as auditor, they have not yet done any audit work.Identified

~~During~~ The Company’s ~~two~~does ~~most~~not ~~recent~~have ~~fiscal~~a ~~years~~full time Controller or Chief Financial Officer and ~~the~~utilizes ~~subsequent~~a ~~interim~~part ~~period~~time ~~prior~~consultant to ~~retaining~~perform D.these ~~Brooks~~critical ~~(1)~~responsibilities. ~~neither Company~~This ~~nor~~lack ~~anyone~~of onfull ~~Company’s~~time ~~behalf~~accounting ~~consulted~~staff D.results ~~Brooks~~in ~~regarding (~~a) ~~either~~lack ~~the~~of ~~application~~segregation of ~~accounting~~duties ~~principles~~and toaccounting atechnical ~~specified~~expertise necessary ~~transaction,~~for ~~either~~an ~~completed~~effective orsystem ~~proposed~~of internal control, or, ~~the~~along ~~type~~with a lack of ~~audit~~a ~~opinion~~formal review process that ~~might~~includes bemultiple ~~rendered~~levels onof review. ~~Company’s~~Additionally, ~~financial~~certain ~~statements or~~IT ~~(b)~~controls ~~any~~have ~~matter~~not ~~that~~been ~~was~~developed nor adhered to. Because of the ~~subject~~size of athe ~~disagreement~~Company orand athe Company’s ~~reportable~~administrative ~~event~~staff, as ~~set~~well ~~forth~~as inother ~~Item~~reasons ~~304(a)(1)(iv)~~noted ~~and (v)~~above, ~~respectively,~~ controls related to the segregation of certain ~~Regulation~~duties, ~~S-K~~and additionally, controls and ~~(2)~~processes D.involving ~~Brooks~~the ~~did~~communication, dissemination, and disclosure of information, have not ~~provide~~been developed and the Company ~~with~~has not been able to adhere to them. Furthermore, we have not formally adopted a written ~~report~~code orof ~~oral~~business ~~advice~~conduct and ethics that ~~they~~governs ~~concluded~~the ~~was~~Company’s anemployees, ~~important~~officers, and directors. ~~factor~~Since ~~considered~~these byentity ~~Company~~level inprograms ~~reaching~~have a ~~decision~~pervasive effect across the organization, as towell ~~accounting~~as other deficiencies, ~~auditing~~management has ordetermined that these circumstances constitute a material weakness. Additionally, the Board of Directors does not currently have a director who qualifies as an audit committee financial ~~reporting~~expert ~~issue~~as defined in Item 407(d)(5)(ii) of Regulation S-K.

~~Item 9A.~~The ~~Controls~~Company intends to review the above design and ~~Procedures~~operational weaknesses going forward.

~~We maintain~~Changes ~~disclosure controls and procedures that are designed to ensure that information required to be disclosed~~ in ~~our~~Internal ~~reports filed~~Control ~~under~~over ~~the~~Financial Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management to allow for timely decisions regarding required disclosureReporting. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

~~Our management~~There ~~does~~were ~~not~~no ~~expect~~changes ~~that~~in our ~~disclosure controls or our~~ internal controls ~~over financial reporting will prevent all error~~ ~~and~~or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but not absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in ~~decision-making can~~other befactors ~~faulty and~~ that ~~breakdowns~~could ~~can~~significantly ~~occur~~affect ~~because~~these ~~of simple error or mistake. Additionally,~~ controls ~~can~~subsequent beto ~~circumvented by~~ the ~~individual~~evaluation ~~acts of some persons, by collusion of two or more people or by management override of a control~~date. A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

~~As of~~Item June 30, 2014, the year-end period covered by this report, under the supervision and with the participation of the Company’s principal executive officer and principal financial officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures9B. ~~Based~~Other on the foregoing, we have concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this annual report. There have been no changes in our internal controls over financial reporting that occurred during the fiscal year ended June 30, 2014 that have materially or are reasonably likely to materially affect our internal controls over financial reporting.Information

~~Management's Report~~No items required to be reported on ~~Internal~~Form ~~Control~~8-K during ~~over~~the ~~Financial~~fourth ~~Reporting~~quarter ended December 31, 2017 covered by this report were not previously reported on Form 8-K..

~~Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15~~(f5) and 15d-15(f) under the Exchange Act. Management has employed a framework consistent with Exchange Act Rule 13a-15(c), to evaluate internal control over financial reporting described below. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles.

~~Because of~~Table ~~its inherent limitations, internal control over financial reporting may not prevent or detect 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.Contents

~~The Company’s~~PART principal executive officer and principal financial officer, conducted an evaluation of the design and operation of our internal control over financial reporting as of June 30, 2014. As a result of this assessment, we concluded that, as of June 30, 2014, our internal control over financial reporting was not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.III

~~All internal~~Item ~~control systems, no matter how well designed, have inherent limitations~~10. ~~Therefore~~Directors, ~~even~~Executive ~~those~~Officers ~~systems determined to be effective can provide only reasonable assurance with respect to financial statement preparations~~ and ~~presentations.~~Corporate Also, 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.Governance

As On February 7, 2017, upon the acquisition of Grand ~~June~~Havana 30Master by the Company, ~~2014~~Roberto Luciano, ~~our~~the ~~auditor~~sole ~~considers~~officer and director of the Company resigned and was replaced by our ~~internal~~current ~~controls~~officers toand ~~have~~directors. ~~certain~~The ~~material~~following ~~weaknesses~~individuals orserve ~~significant~~as ~~deficiencies under~~the ~~standards~~directors and executive officers of our company as of the ~~PCAOB~~date of this annual report. ~~Our~~All ~~auditor~~directors ~~noted~~of our company hold office until the ~~following~~next ~~deficiencies~~annual ~~that~~meeting itof ~~believes~~our shareholders or until their successors have been elected and qualified. The executive officers of our company are aappointed ~~material~~by ~~weaknesses:~~our board of directors and hold office until their death, resignation or removal from office.

- Accounts payable (design weakness)

Name	Age	Title
Robert Rico	45	Chief Executive Officer, Principal Financial Officer and Director
Tanya Bredemeier	48	President and Director, Chairwoman
Steven Polisar	73	Director
Luis Bustelo	77	Chief Operating Officer
Steven Haas	61	Director

-None ~~Reconciliation~~of our directors or officers is a director in any other U.S. reporting companies. We are not aware of ~~bank~~any ~~accounts~~proceedings ~~(design~~to ~~weakness)~~which any of our officers or directors, or any associate of any such officer or director is a party adverse to us or has a material interest adverse to us.

-Director ~~Improper Application of GAAP Related to Assigned Debt (design~~ and ~~operational~~Executive ~~weakness)~~Biographies

-Robert ~~Improper~~Rico, ~~Application~~Chief ofExecutive ~~GAAP~~Officer. ~~Related to Abandoned Lease (design and operational weakness)~~

-Robert NoRico ~~independent~~was ~~Audit~~a ~~Committee~~consultant to Grand Havana prior to the Company’s acquisition. Mr. Rico was CEO of Pleasant Kids, a specialized beverage company, with oversight of the company’s business development. Prior to GH, Robert was managing director, Alchemist Funds, There was a team leader for Financial Services, composed of numerous professionals covering investment banks, commercial banks, consumer finance. For seven years prior, he was managing director of RR Investments Group. where he advised companies in corporate finance and M&A transactions. Mr. Rico has managed over 40 transactions, including Expert Group (Correspondent Lending Company).

-Tanya ~~Lack~~Bredemeier, ofPresident ~~Segregation of Duties~~ and ~~Financial Reporting Duties (Design Weakness)~~Director, Chairwoman

~~The~~Tanya Bredemeier is a founder and Chief Operating ~~Company~~Officer ~~intends~~of toGrand ~~review~~Havana’s ~~the~~retail ~~above~~hotel ~~design~~kiosks and ~~operational~~wholesale ~~weaknesses~~division ~~going~~in ~~forward~~Miami Beach, Florida. She opened Grand Havana with her partners in 2015, bringing more than 20 years of retail business ownership and management expertise.

~~Changes~~Prior to joining Grand Havana, Tanya Bredemeier built, owned and operated her own luxury retail apparel store for 10 years. Her experience previously was in ~~Internal~~the ~~Control~~luxury ~~over~~fine ~~Financial~~jewelry business ~~Reporting~~with retail store management and sales for 8 years. Her excellent entrepreneurial skills allow her to focus on leadership , branding, innovation, detail awareness and exceptional customer service .

~~There were~~Steve noPolisar, ~~changes~~Director ~~in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date.~~

~~Item~~Steve Polisar is currently a practicing attorney, 9Bspecializing in hospitality issues. ~~Other~~He ~~Information~~attended Michigan State University on a full baseball scholarship and was the Batting Champion of his senior year. After Graduation, he was accepted into the University of the Pacific School of Law in Sacramento, California. US Supreme Court Justice Anthony Kennedy was his Constitutional Law Professor. Mr. Polisar was admitted to the Florida Bar in 1975.

~~No items~~Subsequently, ~~required~~Mr to. bePolisar ~~reported~~opened and built the first sidewalk café on ~~Form~~Ocean ~~8-K~~Drive, ~~during~~South Beach in 1988 and was co-chairing the ~~fourth~~Ocean ~~quarter~~Drive ~~ended~~Association. ~~June~~Thereafter in 302002, ~~2014~~based ~~covered~~on extensive experience,he was asked by ~~this~~the ~~report~~Mayor ~~were~~and ~~not~~City ~~previously~~Commission of the City of Miami Beach to chair the Nite ~~reported~~Life onTask ~~Form~~Force ~~8-K~~which negotiated various issues regarding the hospitality industry between public officials and private sector..

~~(10)~~Luis Bustelo, Chief Operating Officer

~~Table~~Louis Bustello is the former president of ~~Contents~~Bustelo Coffee and has 50 years learning the US coffee business. He was one of the builders of the Cuban espresso market in Florida.

~~PART~~Mr. Bustello built his career at the now 80-year-old ~~III~~Spanish immigrant founded company that bears his family's name. The company was later bought by transnational corporations and became the US Latino coffee market leader for years, while Luis served as president and became an expert in the corporate-style American coffee business.

~~Item 10.~~Steven ~~Directors~~Haas, ~~Executive Officers and Corporate Governance~~ Director

~~The following~~Mr. ~~individuals~~Haas ~~serve~~is asa ~~the~~past ~~directors~~Chair ~~and executive officers~~ of ~~our company as of~~ the ~~date~~Miami ofBeach Visitor ~~this~~and ~~annual~~Convention ~~report.~~Authority ~~All~~and ~~directors of~~has ~~our~~co-owned ~~company~~and ~~hold~~operated ~~office~~numerous ~~until~~restaurants in the ~~next~~greater ~~annual~~Miami ~~meeting~~area ofincluding ~~our~~Soyka ~~shareholders~~Restaurant/News Café orCorp ~~until~~and ~~their~~City ~~successors~~Hall ~~have~~Restaurant. ~~been~~He ~~elected~~has ~~and~~also ~~qualified. The~~worked ~~executive~~for ~~officers~~China ofGrill ~~our~~Management, ~~company~~a ~~are~~world ~~appointed~~renowned byoperator ~~our board~~ of ~~directors~~high ~~and~~end restaurants. ~~hold~~Mr. ~~office~~Haas ~~until~~is ~~their~~a ~~death,~~graduate ~~resignation~~of ~~or removal~~Florida ~~from~~International ~~office~~University.

Name	Age	Title
Roberto Luciano	42	President, Chief Executive officer, Principal Financial Officer and Director
Bennie Manion	40	Chief Operations Officer and Director

(6)

~~None of~~Table ~~our directors or officers is a director in any other U.S. reporting companies. We are not aware~~ of ~~any proceedings to which any of our officers or directors, or any associate of any such officer or director is a party adverse to us or has a material interest adverse to us.~~Contents

~~Director and~~Involvement ~~Executive~~in ~~Biographies~~Certain Legal Proceedings

~~Mr. Luciano,~~During ~~age~~the ~~42,~~past ~~has~~ten ~~since June 2010 been a partner in Mi Logistics~~years, anone ~~third~~of ~~party~~our ~~logistics and supply chain management company~~officers ~~specializing~~or indirectors ~~warehousing,~~have ~~transportation~~been ~~and contract packaging located in Mooresville, North Carolina. Mi Logistics’ business strategy is to assist companies in achieving greater efficiency, reliability and profitability in~~ the ~~delivery~~subject of ~~their products. In 2013 he co-founded First Choice Apparel Company which is engaged in ecommerce sales of name brand apparel and accessories, where he is currently~~ the ~~principal~~following ~~and CEO.~~events:

Mr1. ~~Luciano~~ ~~has~~Any ~~spent~~bankruptcy ~~more~~petition ~~than~~filed 15by ~~years~~or against any business of ~~his~~which ~~professional~~they ~~career~~was ina ~~the~~general ~~technology~~partner ~~field~~or ~~having~~executive ~~worked~~officer ~~for~~either ~~three~~at ~~Fortune~~the ~~100~~time ~~companies including:~~of ~~McGraw-Hill,~~the ~~Johnson~~bankruptcy &or ~~Johnson~~within ~~and~~two ~~IBM~~years prior to that time.

Mr2. Any conviction in a criminal proceeding ~~Luciano~~or ~~attended~~being ~~Montclair~~subject ~~State~~to ~~University~~a pending criminal proceeding.

Mr3. ~~Manion,~~ ~~age~~An 40order, ~~has~~judgment, ~~since~~or ~~March~~decree, ~~2010~~not ~~served~~subsequently reversed, assuspended ~~the~~or ~~chief~~vacated, ~~executive~~or ~~officer~~any court of Micompetent ~~Logistics~~jurisdiction, ~~LLC~~permanently ~~and~~or istemporarily ~~responsible for its operations~~enjoining, ~~business~~ ~~development~~barring, ~~sales,~~suspending or ~~fulfillment~~otherwise ~~and~~limiting ~~support.~~their Ininvolvement ~~2013 he co-founded First Choice Apparel Company which is engaged~~ in ~~ecommerce sales~~any type of ~~name~~business, ~~brand~~securities ~~apparel~~or ~~and~~banking ~~accessories~~activities. ~~From 2005 to 2009 was co-owner of Faith Integrated Logistics, LLC.~~

Mr4. ~~Manion has~~Found ~~spent~~by ~~four~~a ~~years~~court asof ancompetent ~~Associate~~jurisdiction (in ~~and~~a ~~Youth~~civil ~~Pastor~~action), atthe ~~Aldersgate~~Securities ~~UMC~~and inExchange ~~Nixa,~~Commission ~~MO. He~~or ~~earned~~the anCommodity ~~M.A.~~Future ~~from~~Trading ~~the~~Commission ~~Assemblies of~~to ~~God~~have ~~Theological~~violated ~~Seminary~~a ~~and~~federal or astate ~~Bachelor~~securities ofor ~~Science~~commodities ~~degree~~law, inand ~~Biology~~the ~~from~~judgment ~~Southern~~has ~~Illinois~~not ~~University~~been atreversed, ~~Carbondale~~suspended or vacated.

~~Involvement in~~Stockholder ~~Certain~~Communications ~~Legal~~with ~~Proceedings~~the Board

~~During~~We have not implemented a formal policy or ~~the~~procedure ~~past~~by ~~ten~~which ~~years,~~our ~~neither~~stockholders Mrcan communicate directly with our Board of Directors. ~~Luciano~~Nevertheless, ~~nor~~every ~~Mr.~~effort ~~Manion~~will ~~has~~be ~~been~~made to ensure that the ~~subject~~views of stockholders are heard by the ~~following~~Board ~~events:~~of Directors, and that appropriate responses are provided to stockholders in a timely manner. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.

~~1. Any~~Audit bankruptcy petition filed by or against any business of which Mr. Manion or Mr. Luciano was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.Committee

We do not have a separately designated standing audit committee. Pursuant to Section 3(a)(58)(B) of the Exchange Act, the entire Board of Directors acts as an audit committee for the purpose of overseeing the accounting and financial reporting processes, and audits of our financial statements. The Commission recently adopted new regulations relating to audit committee composition and functions, including disclosure requirements relating to the presence of an "audit committee financial expert" serving on its audit committee. In connection with these new requirements, our Board of Directors examined the Commission's definition of "audit committee financial expert" and concluded that we do not currently have a person that qualifies as such an expert. We have had minimal operations for the past two (2) years. ~~Any~~Presently, ~~conviction~~there are only four (4) directors serving on our Board, and us are not in a ~~criminal~~position ~~proceeding~~at orthis ~~being~~time ~~subject~~to attract, retain and compensate additional directors in order to acquire a ~~pending~~director ~~criminal~~who ~~proceeding~~qualifies as an "audit committee financial expert", but we intend to retain an additional director who will qualify as such an expert, as soon as reasonably practicable. While neither of our current directors meets the qualifications of an "audit committee financial expert", each of our directors, by virtue of his past employment experience, has considerable knowledge of financial statements, finance, and accounting, and has significant employment experience involving financial oversight responsibilities. Accordingly, we believe that our current directors capably fulfill the duties and responsibilities of an audit committee in the absence of such an expert.

~~3. An~~Code ~~order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court~~ of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Luciano, nor Mr. Manion’s involvement in any type of business, securities or banking activities.Ethics

~~4. Found~~We byhave anot ~~court~~adopted a Code of Business Conduct ~~competent~~and Ethics that ~~jurisdiction~~applies ~~(in~~to aour ~~civil~~principal ~~action)~~executive officer, ~~the~~principal ~~Securities~~financial officer, ~~and~~principal accounting officer ~~Exchange~~or ~~Commission~~controller, or ~~the~~persons ~~Commodity~~performing ~~Future Trading~~similar ~~Commission~~functions toin ~~have~~that ~~violated~~our officers ~~a federal or state securities or commodities law,~~ and ~~the~~directors ~~judgment~~serve ~~has not been reversed,~~in ~~suspended~~these ~~or vacated~~capacities.

~~Stockholder Communications~~Section ~~with~~16(a) ~~the~~Beneficial ~~Board~~Ownership Reporting Compliance

~~We have~~Under ~~not~~Section ~~implemented~~ 16(a) ~~formal~~of ~~policy~~the orExchange ~~procedure~~Act, byall ~~which~~executive ~~our~~officers, directors, ~~stockholders~~and ~~can~~each ~~communicate~~person ~~directly~~who ~~with~~is ~~our~~the ~~Board~~beneficial owner of ~~Directors. Nevertheless,~~more ~~every~~than ~~effort~~10% ~~will~~of bethe ~~made~~common tostock ~~ensure~~of a company that ~~the~~files ~~views~~reports pursuant to Section 12 of ~~stockholders~~the Exchange Act, are ~~heard~~required byto report the ~~Board~~ownership of ~~Directors~~such common stock, options, and ~~that~~stock appreciation rights ~~appropriate~~(other ~~responses~~than ~~are~~certain ~~provided~~cash-only torights) ~~stockholders~~and any changes in athat ~~timely~~ownership ~~manner~~with the Commission. ~~During~~Specific ~~the~~due ~~upcoming~~dates ~~year~~for these reports have been established, ~~our~~and ~~Board~~we ~~will~~are ~~continue~~required to ~~monitor whether~~report, itin ~~would~~this beForm ~~appropriate~~10-K, any failure to ~~adopt~~comply ~~such~~therewith aduring ~~process~~the year ended December 31, 2017.

~~Audit Committee~~(7)

~~We do~~Table ~~not have a separately designated standing audit committee. Pursuant to Section 3(a)(58)(B)~~ of the Exchange Act, the entire Board of Directors acts as an audit committee for the purpose of overseeing the accounting and financial reporting processes, and audits of our financial statements. The Commission recently adopted new regulations relating to audit committee composition and functions, including disclosure requirements relating to the presence of an "audit committee financial expert" serving on its audit committee. In connection with these new requirements, our Board of Directors examined the Commission's definition of "audit committee financial expert" and concluded that we do not currently have a person that qualifies as such an expert. We have had minimal operations for the past two (2) years. Presently, there are only four (4) directors serving on our Board, and us are not in a position at this time to attract, retain and compensate additional directors in order to acquire a director who qualifies as an "audit committee financial expert", but we intend to retain an additional director who will qualify as such an expert, as soon as reasonably practicable. While neither of our current directors meets the qualifications of an "audit committee financial expert", each of our directors, by virtue of his past employment experience, has considerable knowledge of financial statements, finance, and accounting, and has significant employment experience involving financial oversight responsibilities. Accordingly, we believe that our current directors capably fulfill the duties and responsibilities of an audit committee in the absence of such an expert.Contents

~~Code of~~Item ~~Ethics~~11. Executive Compensation

We have adopted a code of ethic (the "Code of Ethics") that applies to our principal chief executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Ethics is being designed with the intent to deter wrongdoing, and to promote the following:General

•The ~~Honest~~table ~~and~~below ~~ethical~~sets ~~conduct~~forth information concerning compensation paid, ~~including~~earned ~~the~~or ~~ethical~~accrued ~~handling~~by ofour ~~actual~~chief orexecutive ~~apparent~~officer ~~conflicts~~and ofchief ~~interest~~operating ~~between~~officer ~~personal~~(“Named Executive Officers”) from the years ended December 31, 2017 and ~~professional~~2016, ~~relationships~~respectively.

• Full, fair, accurate, timely and understandable disclosure in reports and documents that a small business issuer files with, or submits to, the Commission and in other public communications made by the small business issuer • Compliance with applicable governmental laws, rules and regulations

SUMMARY COMPENSATION TABLE
Name and principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Roberto Luciano, CEO (1)	2017	0	0	0	0	0	0	0	0
	2016	107,647	0	0	0	0	0	0	107,647
Robert Rico, CEO (2)	2017	73,387	0	0	0	0	0	0	73,387
	2016	10,417	0	0	0	0	0	0	10,417
Tanya Bredemeier, President (3)	2017	75,000	0	0	0	0	0	0	75,000
	2016	6,250	0	7,589	0	0	0	0	13,839
Steve Polisar, CLO	2017	36,000	0	0	0	0	0	0	36,000
	2016	3,000	0	0	0	0	0	0	3,000
Jorge Moreno, CMO	2017	40,000	0	0	0	0	0	0	40,000
	2016	3,333	0	0	0	0	0	0	3,333

~~The prompt~~(1) ~~internal~~Robert ~~reporting~~Luciano ofresigned ~~violations~~as ~~of the code to~~ an officer ~~appropriate~~and ~~person~~director orof ~~persons~~the ~~identified~~Company inon ~~the~~February ~~code~~7, 2017.

•(2) ~~Accountability~~Robert ~~for~~Rico ~~adherence~~was toappointed CEO and Director of the ~~code~~Company on February 5, 2017.

~~Section 16~~(a3) ~~Beneficial~~Tanya ~~Ownership~~Bredemeir ~~Reporting~~was ~~Compliance~~appointed President and Director of the Company on February 5, 2017.

~~Under Section 16~~(a4) Steve ofPolisar ~~the~~was ~~Exchange~~appointed Chief ~~Act,~~Legal ~~all~~Officer ~~executive officers, directors,~~ and ~~each~~Director ~~person who is the beneficial owner~~ of ~~more than 10% of~~ the ~~common~~Company ~~stock~~on ofFebruary ~~a company that files reports pursuant to Section 12 of the Exchange Act~~5, ~~are required to report the ownership of such common stock, options, and stock appreciation rights (other than certain cash-only rights) and any changes in that ownership with the Commission~~2017. ~~Specific due dates for these reports have been established, and we are required to report, in this Form 10-K, any failure to comply therewith during the fiscal year ended June 30, 2013.~~

~~The Company~~(5) isJorge ~~aware~~Moreno ~~that~~was ~~both~~appointed ~~Bennie~~Chief ~~Manion~~Marketing Officer and ~~Roberto~~Director ~~Luciano~~of ~~have each failed to file a form 3 with~~ the ~~SEC~~Company ~~disclosing their respective acquisition of 305,000 shares~~ on ~~March~~February 145, ~~2014 as detailed herein~~2017. ~~Mr.~~Jorge Moreno's ~~Manion~~employment ~~and~~agreement ~~Mr.~~was ~~Luciano~~terminated ~~have indicated their intent to report such transactions~~ on ~~form~~June 5.19, ~~The Company is also aware that Samuel Wolfe and Ralph Simpson have each failed to file form 4s indicating their disposition of shares~~2018.

~~(11)~~The Company has not adopted any retirement, pension, profit sharing, stock option or insurance programs or other similar programs for the benefit of its employees.

~~Table~~The Company does not have a compensation committee. Given the nature of ~~Contents~~the Company’s business, its limited stockholder base and the current composition of management, the board of directors does not believe that the Company requires a compensation committee at this time. The board of directors takes the position that management of a Target Business will make a determination to establish a compensation committee that will be suitable for its operations at such time as the Company consummates a Business Transaction, if ever.

Item 11 12. ~~Executive~~Security ~~Compensation~~Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

~~General~~The following table lists, as of December 31, 2017, the number of shares of our common stock that are beneficially owned by (i) each person or entity known to us to be the beneficial owner of more than 5% of our common stock; (ii) each executive officer and director of our company; and (iii) all executive officers and directors as a group. Information relating to beneficial ownership of Common Stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. 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. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The table below sets forth information concerning compensation paid, earned or accrued by our chief executive officer and chief operating officer (“Named Executive Officers”) from the years ended June 30, 2014 and 2013, respectively.

(1) Title of Class	(2) Name and Address of Beneficial Owner	(3) Amount and Nature of Beneficial Ownership	(4) Percent of Class
Common Shares	Robert Rico (ii)	4,900,000	7.69%
Common Shares	Jorge Moreno (i)	5,000,000	7.85%
Common Shares	Steve Polisar (ii)	15,000,000	23.54%
Common Shares	Robert Taicher (i)	10,000,000	15.69%
Common Shares	Tanya Bredemeier (ii)	12,500,000	19.62%
Common Shares	Luis Bustelo	1,500,000	2.35%
Common Shares	Steve Haas	1,250,000	1.96%
	All directors and Officers as a group (iii)	50,150,000	78.70%

	SUMMARY COMPENSATION TABLE*
Series A Preferred Shares (5)	Tanya Bredemeier (ii)	25	25%
Name and principal position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Series A Preferred Shares (5)	Robert Rico (ii)	10	10%
Roberto Luciano	2014	0	0	0	0	0	0	0	0
Series A Preferred Shares (5)	Jorge Moreno (i)	10	10%
Bennie Manion	2014	0	0	0	0	0	0	0	0
Series A Preferred Shares (5)	Steve Polisar (ii)	30	30%
Samuel Wolfe, CEO/ President	2013	130,000	0	0	0	0	0	4,487	134,487
Series A Preferred Shares (5)	Robert Taicher (i)	20	20%
	2014	0	0	0	0	0	0	0	0
Series A Preferred Shares (5)	Luis Bustelo	3	3%
Ralph Simpson, COO/ Chairman	2013	130,000	0	0	0	0	0	61,800	191,800
	All directors and Officers as a group (iii)	98	98%
	2014	0	0	0	0	0	0	0	0

(1) ~~For~~The ~~year ended June 30, 2014, the~~ Company ~~has~~is ~~not~~authorized ~~paid~~to ~~any~~issue ~~compensation. Moving forward~~400,000,000 ~~compensation~~common ~~shall~~shares ~~be in the discretion of incoming management~~1,000,000 ~~which~~preferred ~~has not been set at this time.~~shares

(2) The ~~Company~~ ~~has~~address ~~not~~for ~~adopted~~each ~~any~~of ~~retirement,~~the ~~pension,~~officers ~~profit~~and ~~sharing,~~directors ~~stock~~listed ~~option~~is or761 ~~insurance~~NW ~~programs~~23rd orStreet, ~~other~~Miami, ~~similar~~Florida ~~programs for the benefit of its employees.~~33127

~~The Company~~(3) ~~does~~All ~~not~~shares ~~have~~are adirectly ~~compensation~~held ~~committee.~~by ~~Given~~each the nature of the Company’s business, its limited stockholder base and the current composition of management, the board of directors does not believe that the Company requires a compensation committee at this time. The board of directors takes the position that management of a Target Business will make a determination to establish a compensation committee that will be suitable for its operations at such time as the Company consummates a Business Transaction, if ever.shareholder

(124) Percentages are based upon 63,726,087 common shares outstanding and 100 Series A Preferred Shares Outstanding.

~~Table~~(5) Series A Preferred Shares are convertible into a number of ~~Contents~~common shares equal to 1% of the issued and outstanding common shares at the time of conversion.

~~Item 12.~~Changes ~~Security~~in ~~Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~ Control

~~The following~~ On ~~table~~February ~~lists~~5, ~~as of December 31~~2017, ~~2014,~~an ~~the~~Agreement ~~number~~For The ofExchange ~~shares~~ of ~~our~~Stock ~~common stock that are beneficially owned by~~ (ithe “Exchange”) ~~each~~was ~~person or~~entered ~~entity~~into ~~known~~between tothe usCompany toand be the ~~beneficial~~Grand ~~owner~~Havana ofMaster ~~more~~LLC ~~than 5% of our common stock;~~ (ii“GHM”), a ~~each~~Florida ~~executive~~limited ~~officer~~liability ~~and director of our~~ company;, and ~~(iii)~~the ~~all~~members ~~executive~~of ~~officers~~GHM, ~~and~~pursuant ~~directors~~to aswhich a50,000,000 ~~group.~~shares ~~Information~~of ~~relating~~the toCompany’s ~~beneficial ownership of Common~~common ~~Stock~~stock bywill ~~our~~be ~~principal~~issued ~~shareholders~~to ~~and~~the ~~management~~members isof ~~based~~GHM ~~upon~~in ~~information~~exchange ~~furnished~~for by100% ~~each~~of ~~person~~the ~~using~~Capital ~~“beneficial ownership”~~Shares ~~concepts~~of ~~under~~GHM. ~~the~~Upon ~~rules~~completion of the ~~Securities and~~ Exchange ~~Commission. Under these rules~~, ~~a person is deemed to~~ beGrand aHavana ~~beneficial~~Master ~~owner~~LLC ofbecame ~~a security if that person has or shares voting power, which includes~~ the ~~power~~Company’s towholly-owned ~~vote~~subsidiary orand ~~direct~~ the ~~voting~~ members of ~~the~~GHM ~~security,~~owned ora ~~investment~~‘controlling ~~power,~~interest’ in ~~which includes~~ the ~~power~~Company torepresenting ~~vote~~88% orof ~~direct~~ the voting shares of the ~~security~~Company. ~~The~~Simultaneously ~~person is~~upon ~~also~~the ~~deemed~~Closing ~~to be a beneficial owner~~ of ~~any security of which that person has a right to acquire beneficial ownership within 60 days. Under~~ the ~~Securities and~~ Exchange ~~Commission rules~~, ~~more~~Mr. ~~than one person may be deemed to be a beneficial owner of the~~Roberto ~~same securities~~Luciano, ~~and~~the aCompany’s ~~person~~Chief ~~may~~Executive beOfficer, ~~deemed~~returned tohis be40,000,00 ashares ~~beneficial owner~~ of ~~securities~~the asCompany’s tocommon ~~which~~stock hefor ~~or she may not have any pecuniary~~cancellation ~~beneficial~~in ~~interest.~~exchange ~~Except~~for ascertain ~~noted~~assets ~~below,~~of ~~each~~the ~~person has sole voting and investment power~~business. ~~The~~In ~~percentages~~exchange ~~below~~for ~~are calculated based on 775~~1,~~656~~000,000 ~~shares of our~~ common stock ~~were issued~~ and ~~outstanding~~certain asassets of the ~~date of this 10-K~~business.

Name of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned		Percent of Common Stock Beneficially Owned
Roberto Luciano, CEO, president, secretary,Treasurer, director		305,000		39.30	%
Bennie Manion , COO and director		305,000		39.30	%
All officers and directors		610,000		78.60	%

~~Changes~~On December 1, 2016, the Company entered into employment agreements with certain key executives with initial terms of five years and call for compensation in ~~Control~~cash and equity in the Company as follows:

Upon closing of the Share Purchase Agreements, dated March 14, 2014, Mr. Roberto Luciano and Mr. Bennie Manion purchased total 610,000 shares of common stock of the Company, representing approximately 78.6% in total of the issued and outstanding common stock, which caused a change in control of the Company.

Employee	Position	Cash Compensation	Equity Compensation
Tanya Bredemeier	Chairman and COO	$ 75,000*	25%
Robert Rico	Chief Executive Office	$ 125,000	10%
Steve Polisar	Chief Legal Officer	$ 36,000*	30%
Jorge Moreno	Chief Marketing Officer	$ 40,000*	10%

~~Item 13.~~*= ~~Certain~~Second ~~Relationships~~year ~~and~~compensation ~~Related~~will ~~Transactions,~~increase ~~and~~by 20% ~~Director~~after ~~Independence~~corporate financing milestones are met.

~~N/A~~Additionally, an employment agreement was entered into on May 5, 2017, with Luis Ravelo, Vice President of Operations. The agreement has a one-year renewable term with an annual salary of $104,000. As of December 31, 2017 and 2016 related party payroll liabilities totaled $165,945 and $0, respectively.

~~Item~~Certain employees and shareholders were granted 14shares of Series A preferred stock in 2017. ~~Principal~~For ~~Accounting~~the ~~Fees~~years ended December 31, 2017 and ~~Services~~2016 employees and shareholders received a total of 100 shares of Series A preferred stock valued at $2,811,782.

The ~~following~~ ~~table~~Company ~~represents~~has ~~the~~received ~~aggregate~~loans ~~fees~~from ~~billed~~related parties for ~~professional~~working ~~audit~~capital ~~services~~purposes. ~~rendered~~These ~~during~~unsecured ~~the~~loans ~~fiscal~~bear ~~year~~interest ~~ended~~at ~~June 30,~~a ~~2013~~rate toof ~~the~~6% ~~independent~~per ~~auditor,~~annum ~~Bongiovanni~~and &have ~~Associates~~no ~~CPA’s~~repayment ~~(“B&A”), for our audit of the annual~~terms. ~~financial~~For ~~statements for~~ the ~~fiscal~~years ~~year~~ ended ~~June~~December 3031, ~~2013,~~2017 and D.2016 ~~Brooks~~the ~~and~~Company ~~Associates~~was ~~CPA’s PA~~ (~~“Brooks”~~repaid) ~~for~~ ~~our~~loaned ~~audit~~a net of ~~the~~$(80,249) ~~annual~~and ~~financial statements during the fiscal year ended June 30~~$57,452, ~~2014~~respectively. WeAs of ~~did~~December ~~not~~31, ~~have~~2017 ~~professional~~and ~~audit services~~2016 ~~rendered during~~ the ~~year~~outstanding balance of ~~2011.~~these ~~Audit~~loans ~~fees~~is $102,018 and ~~other~~$77,267, ~~fees of auditors are listed as follows:~~respectively.

	Year Ended
	June 30 2014Brooks		June 30, 2013 B&A
Audit Fees	$	15,000	$	20,000
Audit Related Fees	$	0	$	7,500
Tax Fees	$	0	$	0
All Other Fees	$	0	$	0
Total	$	15,000	$	27,500

As part of the Cafesa acquisition on April 25, 2017, the Company is required to make cash and stock payments to a related party. For the year ended December 31, 2017, the Company made two cash payments totaling $105,000. As of December 31, 2017, the outstanding balance due to this related party is $315,000.

~~Audit Fees:~~Item ~~The~~14. ~~aggregate~~Principal ~~fees~~Accounting ~~billed~~Fees ~~by the independent accountants for the last two fiscal years are for professional services for the audit of our annual financial statements~~ and ~~the review of our Form 10-Q and other services that are normally provided by the accountants in connection with statutory and regulatory filings or engagements.~~Services

~~Audit-Related Fees:~~ The ~~aggregate~~following ~~fees~~table ~~billed~~represents ~~in each of~~ the ~~last~~aggregate fees ~~two~~billed ~~fiscal years~~ for ~~assurance~~professional ~~and~~audit ~~related~~ services byrendered during the ~~principal~~fiscal ~~accountant that~~years ~~are~~ended ~~reasonably~~June ~~related~~30, to2016 ~~the~~and ~~performance~~December of31, ~~the~~2017 ~~audit~~to ~~or review for~~ the ~~audit~~independent auditor, orD. ~~review~~Brooks ~~of our annual financial statements~~ and ~~the~~Associates ~~review~~CPA’s ofPA ~~financial~~(“Brooks”) ~~statements~~ and ~~are~~MaloneBailey ~~not~~LLP ~~reported under the previous item, Audit Fees.~~(“MaloneBailey”):

Tax Fees: During the last two fiscal years any other fees charged by the principal accountants for tax services other than those disclosed above.

	Year Ended
	December 31, 2016		December 31, 2017
Audit Fees	$	0	$	80,000
Audit Related Fees	$	0	$	0
Tax Fees	$	0	$	0
All Other Fees	$	0	$	0
Total	$	0	$	80,000

~~All Other~~Audit Fees : ~~During~~The aggregate fees billed by the independent accountants for the last two fiscal years ~~any~~are ~~other~~for ~~fees~~professional ~~charged~~services byfor the ~~principal~~audit ~~accountants~~of our annual financial statements and the review of our Form 10-K and other ~~than~~services ~~those~~that ~~disclosed~~are normally provided by the accountants in connection with ~~above~~statutory and regulatory filings or engagements.

~~Our~~Audit-Related Fees : The aggregate fees ~~board~~billed in each of ~~directors~~the ~~has~~last ~~considered~~two ~~the~~fiscal ~~nature~~years ~~and~~for ~~amount~~assurance ofand ~~fees~~related ~~billed~~services by ~~our~~the ~~independent~~principal ~~auditors~~accountant ~~and~~that ~~believes~~are ~~that~~reasonably related to the ~~provision~~ performance of ~~services~~the ~~for~~audit ~~activities~~or ~~unrelated~~review tofor the audit isor ~~compatible~~review ~~with~~of ~~maintaining~~ our ~~independent~~annual ~~auditors’~~financial ~~independence~~statements and the review of financial statements and are not reported under the previous item, Audit Fees.

~~(13)~~Tax Fees : During the last two fiscal years any other fees charged by the principal accountants for tax services other than those disclosed above.

~~Table~~All ofOther ~~Contents~~Fees : During the last two fiscal years any other fees charged by the principal accountants other than those disclosed above.

~~PART~~Our board of directors has considered the nature IVand amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

~~Item 15. Exhibits, Financial Statement Schedules~~ (8)

(a)	Financial Statements
	(1)	Financial statements for our Company are presented after the signature of this document
(b)	Exhibits

Table of Contents

Exhibit No.			Description
	(3)		Articles of Incorporation and By-laws
	3.1		Articles of Incorporation (1)
	3.2		Bylaws (1)
	14.1	*	Code of Ethics
	(31)		Section 302 Certification
	31.1	*	Certification of Chief Executive Officer pursuant to 18 U.S.C.§ 1350, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002.
	31.2	*	Certification of Principal Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C.§ 1350, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002.
	(32)		Section 906 Certification
	32	*	Certification of Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

PART IV

	*	Filed herewith.
	(1)	Previously filed with the Securities and Exchange Commission.

Item 15. Exhibits, Financial Statement Schedules

SIGNATURES


(a)	Financial Statements
	(1)	Financial statements for our Company are presented after the signature of this document
(b)	Exhibits

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit No.			Description
	(3)		Articles of Incorporation and By-laws
	3.1		Articles of Incorporation (1)
	3.1(a)		Designation of Series A Preferred Shares as Amended
	3.2		Bylaws (1)
	10.1		Plan of Exchange (filed on Form 8-K February 7, 2017)
	(31)		Section 302 Certification
	31.1	*	Certification of Chief Executive Officer pursuant to 18 U.S.C.§ 1350, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002 .
	31.2	*	Certification of Principal Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C.§ 1350, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002 .
	(32)		Section 906 Certification
	32.1	*	Certification of Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 .

		Unique Underwriters, Inc.
	*	Filed herewith.
Dated: January 7, 2015		By: /s/ Roberto Luciano
	(1)	Previously filed with the Securities and Exchange Commission.
		Roberto Luciano, President, Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer

~~(14)~~SIGNATURES

~~Table~~In accordance with Section 13 or 15(d) of ~~Contents~~the Securities Exchange Act of 1934, the Registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

CONTENTS


		Grand Havana, Inc.
Dated: August 5, 2019		By: /s/ Robert Rico
		Robert Rico Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer

~~REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS ……………….... F-2~~(9)

~~BALANCE SHEETS…………………………………………………………………………………. F-4~~Table of Contents

~~STATEMENTS OF OPERATIONS……………………………………………………….…………. F-5~~CONTENTS

~~STATEMENTS~~ REPORTS OF ~~CASH~~INDEPENDENT ~~FLOWS~~REGISTERED PUBLIC ACCOUNTING FIRMS ……………~~……………………………………………………~~. .. F-62

~~STATEMENT OF~~BALANCE ~~STOCKHOLDERS’ DEFECIT~~SHEETS………….………..………….………….………… ……………………….......…. F-73

~~NOTES~~STATEMENTS ~~TO THE~~OF ~~FINANCIAL STATEMENTS~~OPERATIONS……………….……………………~~...~~………………….………... F-84

(STATEMENTS OF STOCKHOLDERS’ DEFICIT………………………………………………... F-1)5

~~Table~~STATEMENT ofOF ~~Contents~~CASH FLOWS ………….………..………….………….…….…...................... F-6

~~Bongiovanni&~~NOTES ~~Associates,~~TO ~~CPA’s~~THE FINANCIAL STATEMENTS……………….……………………...………….... F-7

FLF ~~Office 7951 SW 6th St., Suite. 216 Plantation, FL 33324 Tel: 954~~-~~424-2345~~ ~~Fax: 954-424-2230 NC Office 19720 Jetton Road, 3rd Floor Cornelius, NC 28031 Tel: 704-892-8733 Fax: 704-892-6487~~1

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Contents

ToREPORT ~~the~~OF ~~Board~~INDEPENDENT ofREGISTERED PUBLIC ~~Directors~~ACCOUNTING FIRM

~~Unique~~To ~~Underwriters,~~the ~~Inc.~~shareholders and board of directors of

WeGrand ~~have audited the accompanying balance sheets of Unique Underwriters~~Havana, Inc. (“the Company”) as of June 30, 2013 and 2012 and the related statements of operations, changes in stockholders’ deficit, and cash flows for the years ended June 30, 2013 and 2012. 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.

WeOpinion conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the ~~effectiveness~~Financial of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing 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.Statements

InWe ~~our~~have ~~opinion~~audited the accompanying consolidated balance sheet of Grand Havana, Inc. and its subsidiaries (collectively, the ~~financial~~“Company”) as of December 31, 2017, and the related consolidated statements ~~referred~~of operations, stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to ~~above~~as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of ~~Unique~~the ~~Underwriters,~~Company ~~Inc.~~ as of ~~June~~December 3031, ~~2013 and 2012~~2017, and the results of ~~its~~their operations, ~~changes in stockholders’ deficit~~ and their cash flows for the ~~years~~year ~~ended~~then ~~June 30~~ended, ~~2013 and 2012~~ in conformity with accounting principles generally accepted in the United States of America.

~~The~~Going ~~accompanying~~Concern financial statements have been prepared assuming the Company will continue as a going concern. The Company has suffered recurring losses, has negative working capital, and has yet to generate an internal cash flow that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 8. The financial statements do not include any adjustments that might result from the outcome of this uncertaintyMatter

~~/s/~~The ~~Bongiovanni~~accompanying &financial ~~Associates~~statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the ~~CPA’~~Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Bongiovanni~~Basis &for ~~Associates, CPA’s~~Opinion

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

~~October~~We 9conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, ~~2013~~whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, we express no such opinion.

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

~~(F-2)~~/s/ MaloneBailey, LLP

~~Table of Contents~~www.malonebailey.com

~~D. Brooks~~We ~~and~~have ~~Associates~~served ~~CPA’~~as the Company's, Pauditor since 2018.A.

~~Certified Public~~Houston, ~~Accountants • Valuation Analyst • Advisors~~ Texas

~~REPORT~~August OF5, ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~2019

ToD. ~~the~~Brooks ~~Board~~and ofAssociates ~~Directors~~CPA’s, ~~and~~P.A. ~~Stockholders~~Certified ofPublic ~~Junkie~~Accountants ~~Dog.com,~~- ~~Inc.~~Valuation Analysts - Advisors

WeREPORT ~~have~~OF ~~audited the~~INDEPENDENT ~~accompanying~~REGISTERED ~~balance sheet of Junkie Dog.com, Inc.. as of June 30, 2014, and the related statements of operations, stockholders’~~PUBLIC ~~deficit,~~ACCOUNTING and cash flows for the year then ended. Junkie Dog.com, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.FIRM

WeTo ~~conducted our audit in accordance with~~ the ~~standards of the Public Company Accounting Oversight~~ Board ~~(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free~~ of ~~material~~Directors misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and ~~disclosures~~Stockholders in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.of

InGrand ~~our opinion~~Havana, ~~the financial statements referred to above present fairly, in all material respects, the financial position of Junkie Dog.com,~~ Inc. ~~as of June 30~~(formerly, ~~2014,~~Grand ~~and the results of its operations and its cash flows for the year~~Havana ~~then~~Master, ~~ended in conformity with accounting principles generally accepted in the United States of America.~~LLC)

~~The~~We ~~accompanying financial statements~~ have ~~been~~audited ~~prepared assuming that~~ the ~~Company~~accompanying ~~will~~balance sheet ~~continue~~of asGrand aHavana, ~~going concern~~Inc. As(formerly, ~~discussed~~Grand inHavana ~~Note 10 to the financial statements~~Master, ~~the~~LLC) ~~Company~~as ~~has~~of ~~incurred~~December ~~operating~~31, ~~losses~~2016, ~~has~~and ~~incurred~~the ~~negative~~related ~~cash~~statement ~~flows~~of ~~from~~ operations ~~and has a working capital~~, ~~deficit.~~stockholders’ ~~These~~deficiency, and ~~other~~cash ~~factors~~flows ~~raise~~for ~~substantial doubt about~~ the ~~Company’s~~year ~~ability~~ended toDecember ~~continue~~31, as2016. aGrand ~~going~~Havana, ~~concern~~Inc. ~~Management~~’s ~~plan~~ ~~regarding~~management ~~these matters~~ is ~~also~~responsible for ~~described~~these ~~in Note 10 to the~~ financial statements. ~~The~~Our ~~financial~~responsibility ~~statements~~is doto ~~not~~express ~~include any~~an ~~adjustments~~opinion ~~that~~on ~~might~~these ~~result~~financial ~~from~~statements ~~the~~based ~~outcome~~on ofour ~~this uncertainty~~audit.

DWe conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). ~~Brooks~~Those standards require that we plan and ~~Associates~~perform the ~~CPA~~audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, Pwe express no such opinion.A An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing 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.

~~West~~In ~~Palm~~our ~~Beach~~opinion, ~~Florida~~the financial statements referred to above present fairly, in all material respects, the financial position of Grand Havana, Inc. (formerly, Grand Havana Master, LLC) as of December 31, 2016, and the results of its operations and its cash flows for the year ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

~~January~~The 7,accompanying ~~2015~~financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements the Company has suffered recurring losses from operations since. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 3 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~(F-3)~~D. Brooks and Associates CPA’s, P.A.

~~Table~~West ofPalm ~~Contents~~Beach, Florida

JUNKIEDOG.COM, INC. (F/K/A UNIQUE UNDERWRITERS, INC.)
BALANCE SHEETS
AS OF JUNE 30, 2014 AND JUNE 30, 2013
	2014			2013
ASSETS
CURRENT ASSETS:
Cash	$	—		$	10,586
Accounts receivable, net		—			1,780
TOTAL CURRENT ASSETS		—			12,366
Rent deposit		—			4,578
Fixed assets, net		—			2,885
TOTAL ASSETS	$	—		$	19,829
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Bank Overdraft	$	4,682		$	—
Accounts payable		32,508			32,008
Accrued expense		222,020			—
Accrued payroll taxes		42,592			42,592
Customer deposit		1,500			1,500
Accrued interest		4,803			—
Loans payable-related parties		6,200			45,484
Obligations for factored receivables		39,205			—
Unsecured demand loan payable		—			250,000
Derivative liabilities		53,318			—
Convertible notes payable, net		66,229			—
TOTAL CURRENT LIABILITIES		473,057			371,584
STOCKHOLDERS' DEFICIT
Class A preferred stock ($0.001 par value with 10:1 conversion and voting rights, 100,000,000 shares authorized; no shares issued and outstanding)		—			—
Class B preferred stock ($0.001 par value with 1:1 conversion and voting rights, 50,000,000 shares authorized; no shares issued and outstanding)		—			—
Common stock ($0.001 par value, 1,000,000,000 shares authorized; 775,687 and 774,606 shares issued and outstanding at June 30, 2014 and June 30, 2013, respectively)		776			775
Additional paid in capital		11,294,080			11,005,297
Accumulated deficit		(11,767,911	)		(11,357,826	)
TOTAL STOCKHOLDERS' DEFICIT		(473,055	)		(351,753	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	—		$	19,829
The accompanying notes are an integral part of these financial statements.

October 31, 2017

(F -4) 2

~~Table of~~ Contents

JUNKIEDOG.COM, INC. (F/K/A UNIQUE UNDERWRITERS, INC.)
Grand Havana, Inc. and Subsidiaries
STATEMENTS OF OPERATIONS
Consolidated Balance Sheets
FOR THE YEARS ENDED JUNE 30, 2014 AND 2013
	December 31,
	2014			2013
	2017			2016
REVENUES:
ASSETS
Insurance sales commissions	$	134,731		$	811,136
CURRENT ASSETS:
Lead sales commissions		177,058			713,440
Cash	$	30,185		$	314
Total commissions		311,789			1,524,576
Accounts receivable, net		2,097			1,593
Cost of sales		(157,487	)		(649,161	)
Inventory, net		10,966			100
Gross profit		154,302			875,415
Prepaid expenses and other current assets		10,514			—
EXPENSES:
Total Current Assets		53,762			2,007
Consulting fees		24,951			63,297
Property and equipment, net		51,217			34,248
Contract labor		43,720			211,069
Security deposits		1,200			—
Payroll and related taxes		—			214,717
Intangible assets, net		19,100			—
Computer/internet expenses		5,401			8,273
Certificate of deposit		5,300			5,300
Credit card processing fees		5,671			17,987
TOTAL ASSETS	$	130,579		$	41,555
Professional fees		63,431			85,633
LIABILITIES AND STOCKHOLDERS' DEFICIT
Insurance expense		3,745			35,034
CURRENT LIABILITIES:
Rent		252,891			68,708
Accounts payable and accrued expenses	$	374,155		$	13,982
Depreciation		484			486
Accrued interest		99,067			—
Other general and administrative expenses		75,052			209,052
Convertible notes, net		522,635			—
Bad debt expense		1,780			—
Note payable		88,957			—
Total expenses		477,126			914,254
Loans payable - related parties		417,018			77,267
Loss from operations		(322,824	)		(38,839	)
Line of credit		4,936			5,034
OTHER INCOME (EXPENSE)
Derivative liabilities		4,960,740			—
(Loss) on derivative liabilities		(66	)		—
Payroll liabilities - related parties		165,945			—
Loss on disposal of fixed assets		(3,717	)		—
Payroll liabilities		52,926			31,811
Interest income		—			125
Total Current Liabilities		6,686,379			128,094
Interest expense		(83,478	)		(10,000	)
TOTAL LIABILITIES		6,686,379			128,094
Loss before income taxes		(410,085	)		(48,715	)
Commitments and contingencies
Provision for income taxes		—			—
STOCKHOLDERS' DEFICIT:
NET LOSS	$	(410,085	)	$	(48,715	)
Undesignated preferred stock, $0.001 par value, 19,999,900 shares authorized; no shares issued and outstanding, respectively		—			—
Basic and fully diluted net loss per common share:	$	(0.53	)	$	(0.06	)
Preferred Series A stock, $0.001 par value, 100 shares authorized; 100 and zero shares issued and outstanding, respectively		1			—
Weighted average common shares outstanding		775,297			774,606
Preferred Series B stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding, respectively		—			—
The accompanying notes are an integral part of these financial statements.
Common stock, $0.001 par value, 400,000,000 shares authorized; 61,125,687 and 50,000,000 shares issued and outstanding, respectively		61,126			50,000
Additional paid-in capital		1,991,817			(14,077	)
Accumulated deficit		(8,776,179	)		(122,462	)
Total Grand Havana stockholders’ deficit		(6,723,235	)		(86,539	)
Non-controlling interest		167,435			—
TOTAL STOCKHOLDERS' DEFICIT		(6,555,800	)		(86,539	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	130,579		$	41,555
The accompanying notes are an integral part of these consolidated financial statements

(F -5) 3

~~Table of~~ Contents

JUNKIEDOG.COM, INC. (F/K/A UNIQUE UNDERWRITERS, INC.)
Grand Havana, Inc. and Subsidiaries
STATEMENT OF STOCKHOLDERS' DEFICIT
Consolidated Statements of Operations
FOR THE YEARS ENDED JUNE 30, 2014 AND 2013
	Year Ended December 31,
		Common Stock						Additional Paid-in		Accumulated			Stockholders’
	2017			2016
		Shares			Amount			Capital		(Deficit)			(Deficit)
NET REVENUES:
Balances, June 30, 2012		774,606			775		$	10,995,297	$	(11,309,111	)	$	(313,040	)
Revenues, net	$	204,303		$	210,508
Imputed interest		—			—			10,000		—			10,000
TOTAL NET REVENUES		204,303			210,508
Net loss for the year ended June 30, 2013		—			—			—		(48,715	)		(48,715	)
COST OF GOODS SOLD:
Balances, June 30, 2013		774,606			775			11,005,297		(11,357,826	)		(351,754	)
Cost of goods sold		107,196			50,512
Stock issued for services		1,050			1			10,799		—			10,800
TOTAL COST OF GOODS SOLD		107,196			50,512
Assumption of debt by shareholders		—			—			272,984		—			272,984
GROSS PROFIT		97,107			159,996
Net loss for the year ended June 30, 2014		—			—			—		(410,085	)		(410,085	)
OPERATING EXPENSES:
Balances, June 30, 2014		775,656		$	776		$	11,289,080	$	(11,767,911	)	$	(478,055	)
General and administrative expenses		3,280,039			142,560
The accompanying notes are an integral part of these financial statements.
Depreciation and amortization		16,402			5,057
Impairment of goodwill		553,980			—
Payroll and related expenses		378,429			129,179
TOTAL OPERATING EXPENSES		4,228,850			276,796
LOSS FROM OPERATIONS		(4,131,743	)		(116,800	)
OTHER EXPENSE:
Interest expense, net		(309,908	)		—
Change in derivative liabilities		(4,224,631	)		—
TOTAL OTHER EXPENSE		(4,534,539	)		—
NET LOSS BEFORE NON-CONTROLLING INTEREST		(8,666,282	)		(116,800	)
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST		12,565			—
NET LOSS	$	(8,653,717	)	$	(116,800	)
NET LOSS PER COMMON SHARE:
Basic and diluted	$	(0.15	)	$	0.00
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
Basic and diluted		59,473,564			50,000,000
The accompanying notes are an integral part of these consolidated financial statements

(F -6) 4

~~Table of~~ Contents

JUNKIEDOG.COM, INC. (F/K/A UNIQUE UNDERWRITERS, INC.)
Grand Havana, Inc. and Subsidiaries
STATEMENTS OF CASH FLOWS
Consolidated Statements of Stockholder’s Equity
FOR THE YEARS ENDED JUNE 30, 2014 AND 2013
	Preferred Stock														Additional
	2014			2013
	Series A						Series B				Common Stock				Paid in			Accumulated			Non-controlling
CASH FLOWS FROM OPERATING ACTIVITIES:
	Shares			Amount			Shares		Amount		Shares		Amount		Capital			Deficit			Interest			Total
Net loss	$	(410,085	)	$	(48,715	)
Balances, December 31, 2015		—		$	—			—	$	—		50,000,000	$	50,000	$	(31,940	)	$	(5,662	)	$	—		$	12,398
Adjustments to reconcile net loss to net cash
Cash contributions - related parties		—			—			—		—		—		—		10,274			—			—			10,274
used in operations:
Stock based compensation		—			—			—		—		—		—		7,589			—			—			7,589
Stock issued for services rendered		10,800			—
Net loss		—			—			—		—		—		—		—			(116,800	)		—			(116,800	)
Loss on derivative liabilities		66			—
Balances, December 31, 2016		—		$	—			—	$	—		50,000,000	$	50,000	$	(14,077	)	$	(122,462	)	$	—		$	(86,539	)
Loss on disposal of fixed assets		3,717			—
Common shares issued for reverse merger and recapitalization		—			—			—		—		7,375,687		7,376		(873,387	)								(866,011	)
Amortization of debt discount		54,309			—
Investment in Cafesa		—			—			—		—		—		—		—			—			180,000			180,000
Issuance of convertible debt for professional fee		12,500
Issuance of Series A preferred stock for services rendered		100			1			—		—		—		—		2,811,781			—			—			2,811,782
Depreciation		484			484
Issuance of common stock for services rendered		—			—			—		—		3,750,000		3,750		67,500			—			—			71,250
Imputed interest					10,000
Net loss		—			—			—		—		—		—		—			(8,653,717	)		(12,565	)		(8,666,282	)
Changes in operating assets and liabilities
Balances, December 31, 2017		100			1			—		—		61,125,687		61,126		1,991,817			(8,776,179	)		167,435			(6,555,800	)
Accounts receivable		1,780			(1,780	)
The accompanying notes are an integral part of these consolidated financial statements
Rent deposit		4,578			(4,578	)
Accounts payable		500			(31,987	)
Accrued expense		222,018			—
Accrued interest		4,803			—
Accrued payroll taxes		—			25,892
NET CASH USED IN OPERATING ACTIVITIES		(94,530	)		(50,682	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of furniture and computers		(1,314	)		(3,371	)
NET CASH USED IN INVESTING ACTIVITIES		(1,314	)		(3,371	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Bank Overdraft		4,662			—
Loans from related parties		—			57,584
Repayment of loans from related parties		(24,858	)		(12,100	)
Proceeds from accounts receivables factor		39,205			—
Net proceeds from issuance of convertible notes payable		66,229			—
NET CASH PROVIDED BY FINANCING ACTIVITIES		85,238			45,484
NET DECREASE IN CASH AND CASH EQUIVALENTS		(10,586	)		(8,569	)
CASH AND CASH EQUIVALENTS,
BEGINNING OF THE YEAR		10,586			19,156
END OF THE PEROID	$	—		$	10,586
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest Paid	$	4,707		$	—
Income Taxes Paid	$	—		$	—
SCHEDULE OF NONCASH FINANCING ACTIVITIES:
Forgiveness of Debt by related parties	$	272,984		$	—
The accompanying notes are an integral part of these financial statements.

(F -7) 5

~~Table of~~ Contents

Junkiedog.com, Inc. (F/K/A Unique Underwriters, Inc.)

Grand Havana, Inc. and Subsidiaries
Consolidated Statements of Cash Flows

	Year Ended December 31,
	2017			2016

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(8,666,282	)	$	(116,800	)
Adjustment to reconcile change in net loss to net cash used in operating activities:
Depreciation expense		16,402			5,057
Amortization of debt discount		271,591			—
Change in derivative liabilities		4,224,631			—
Stock-based compensation		—			7,589
Common stock issued for services rendered		71,250			—
Series A preferred stock issued for services rendered		2,811,782			—
Impairment of goodwill		553,980			—
Changes in operating assets and liabilities:
Accounts receivable		(504	)		6,520
Inventory		(4,628	)		1,000
Prepaid expenses and other current assets		(10,514	)		—
Other assets		(1,200	)		—
Accounts payable and accrued expenses		83,286			41,949
Accrued interest		37,800			—
Payroll and related liabilities - related parties		142,945			—
Payroll and related liabilities		1,523			—

NET CASH USED IN OPERATING ACTIVITIES		(467,938	)		(54,685	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(8,465	)		(14,639	)
Purchase of certificate of deposit		—			(5,300	)
Cash acquired from Cafesa acquisition		2,393			—
Cash acquired in reverse merger		478			—

NET CASH USED IN INVESTING ACTIVITIES		(5,594	)		(19,939	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes		583,750			—
Proceeds from loans payable - related parties		41,526			57,452
Repayments of loans payable - related parties		(121,775	)		—
Net (repayments towards) advances from line of credit		(98	)		5,034
Cash contributions - related parties		—			10,274

NET CASH PROVIDED BY FINANCING ACTIVITIES		503,403			72,760

Net increase (decrease) in cash		29,871			(1,864	)

Cash, beginning of year		314			2,178

Cash, end of year	$	30,185		$	314

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	—		$	381
Cash paid for taxes	$	—		$	—

NON-CASH ACTIVITIES:
Debt discounts on convertible notes payable	$	583,750		$	—
Reverse merger	$	873,865		$	—
Cafesa acquisition	$	600,000		$	—

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

~~Notes to~~F ~~Financial~~- ~~Statements~~6

~~As of June 30, 2014~~ Contents

~~NOTE 1 BUSINESS~~GRAND ~~DESCRIPTION~~HAVANA, INC. AND ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~SUBSIDIARIES

~~Unique Underwriters,~~Notes ~~Inc.~~to ~~(the~~Consolidated ~~“Company”)~~Financial ~~was incorporated in the State of Texas in 2009 in the name of Unique Underwriters, Inc.~~Statements

~~On June~~For ~~9, 2014,~~ the ~~Board~~Years ofEnded ~~Directors~~December ~~and consenting shareholders holding a majority of issued and outstanding Common Stock approved a change in domicile of the Company from Texas to Nevada. The change of domicile~~31, or2017 ~~reincorporation, will be effected by means of a merger between the Company~~ and a newly formed wholly-owned Nevada subsidiary of the Company in name of JunkieDog.com Inc. This change of domicile will become effective upon the filing of articles of merger and conversion with the Secretary of State of the states of Texas and Nevada in accordance with applicable state laws.2016

~~On June~~NOTE 9,1 ~~2014,~~- the Company’s Board of Directors approved and recommended a change in corporate name to “JunkieDog.com, Inc.”, referred to as “Name Change Proposal”. Since it was contemplated that the Name Change Proposal would occur simultaneously with the Reincorporation, management determined that the objective and substantive effect of the Name Change Proposal would be accomplished under and pursuant to the Merger Agreement, which would feature that Unique Underwriters, Inc. would merge with and into JunkieDog.com, Inc., with JunkieDog.com, Inc. being the surviving corporation. The surviving corporation will retain the name of “JunkieDog.com, Inc.”. ORGANIZATION

~~Company intents~~Grand toHavana ~~assign~~Inc. F/K/A Junkiedog.com, Inc. (the ~~insurance~~“Company”) ~~business~~was toincorporated ~~Samuel~~in ~~Wolfe, a~~the ~~former~~State ~~officer,~~of ~~upon~~Texas ~~completion~~in of2009 anas ~~acquisition~~Unique Underwriters, Inc.

~~Basis~~On June 9, 2014, the Board of Directors and consenting shareholders holding a majority of ~~Presentation~~issued and outstanding Common Stock approved a change in domicile of the Company from Texas to Nevada. The change of domicile, or reincorporation, was effected by means of a merger between the Company and a newly formed wholly-owned Nevada subsidiary of the Company in name of JunkieDog.com Inc., in which the subsidiary was the surviving entity.

~~The~~On September 19, 2014, a Plan of Exchange (the ~~financial~~“Exchange”) ~~statements~~was ~~include~~executed between and among the ~~accounts~~Company and First Choice Apparel LLC (“First Choice”), a limited liability company organized in the State of ~~Unique~~North ~~Underwriters~~Carolina on June 20, ~~Inc~~2013, specializing in the online sales of clothing and other quality items via a wholesale website. ~~under~~Pursuant to the ~~accrual~~Exchange, ~~basis~~the Company acquired 100% of ~~accounting~~the membership interests of First Choice in exchange for an issuance by the Company of 40,000,000 shares of Common Stock to First Choice Members, and/or their assigns. The above issuance gave First Choice Members and/or their assigns a 'controlling interest' in the Company representing approximately 98.1% of the then issued and outstanding shares of the Company’s Common Stock. The transaction resulted in a change in control of the Company. The Company and First Choice were reorganized, such that the Company acquired 100% of the membership interests of First Choice, and First Choice became a wholly-owned subsidiary of the Company.

~~Management~~As a result of the Exchange with First Choice Apparel, the Company’s ~~Use~~ ofbusiness ~~Estimates~~model was changed from insurance sales to e-commerce

~~The preparation~~In ofMarch ~~financial~~2016, ~~statements in conformity with accounting principles generally accepted in~~ the ~~United~~Company’s ~~States of America~~management ~~requires~~decided ~~management~~ to ~~make~~discontinue ~~estimates and assumptions that affect~~ the ~~reported~~operations ~~amounts~~ of ~~assets~~First ~~and~~Choice ~~liabilities~~Apparel atdue ~~the~~to ~~date of~~ the ~~financial~~significant ~~statements~~adverse ~~and~~change ~~the~~in ~~reported amounts of revenues and expenses during~~ the ~~reporting~~business ~~periods.~~climate ~~Actual results could~~for ~~differ~~internet ~~from~~based ~~those~~retail ~~estimates.~~and ~~The~~wholesale ~~financial~~virtual ~~statements~~stores. ~~above~~Accordingly, ~~reflect~~both ~~all~~segments ofwith ~~the~~respect ~~costs~~to ofinsurance ~~doing~~sales ~~business.~~and ~~The~~e-commerce ~~Company’s significant~~were ~~estimates~~reported ~~include~~as ~~the~~discontinued ~~valuation of stock-based compensation and embedded derivatives~~operations.

On December 19, 2016, Grand Havana LLC, organized as a Limited Liability Company under the laws of the State of Florida having its articles of organization filed and effective on April 2, 2015, merged into Grand Havana Master LLC, (~~F-8~~“GHM”) a Limited Liability Company organized and existing under the laws of the State of Florida having its Articles of Organization filed and effective on August 20, 2015.

~~Table~~On February 5, 2017, an Agreement for the Exchange of ~~Contents~~Stock (the “Exchange”) was entered into between the Company and GHM, and the members of GHM, pursuant to which 50,000,000 shares of the Company’s common stock were issued to the members of GHM in exchange for 100% of the membership interests of GHM. Upon completion of the Exchange, Grand Havana Master LLC became the Company’s wholly-owned subsidiary and the members of GHM own a controlling interest in the Company. Simultaneously upon the Closing of the Exchange, Mr. Roberto Luciano, the Company’s Chief Executive Officer, returned his 39,500,000 shares of the Company’s common stock for cancellation in exchange for certain assets of the business. As a result, the Company became GHM’s wholly owned subsidiary and assumed a total of $866,011 in net liabilities. This transaction is being accounted for as a reverse merger and GHM is deemed to be the acquirer. Consequently, the assets and liabilities and the historical operations that will be reflected in the consolidated financial statements prior to the Reverse Merger will be those of GHM.

~~Reclassification~~On April 25, 2017, the Company entered into an agreement to purchase 70% of the issued and outstanding capital stock of Cafesa Co., a Florida corporation that is a coffee wholesaler. Cafesa became a majority owned subsidiary of Grand Havana Master LLC.

~~Certain~~On June 3, 2019, the Company filed Articles ~~amounts~~of inOrganization as a Domestic Limited Liability Company with the ~~prior~~Florida ~~years'~~Secretary ~~financial~~of ~~statements~~State ~~have~~creating ~~been~~a ~~reclassified~~ new wholly-owned subsidiary, Grand Master Brands LLC (“GMB”). The business purpose of GMB is to ~~conform with~~provide marketing and sales services for the ~~current~~ ~~year~~Company’s products ~~presentation~~to retail businesses.

~~Cash~~ Grand Havana, Inc. and ~~Cash~~its ~~Equivalents~~subsidiaries are hereinafter referred to as the “Company”.

~~For purposes~~F of- ~~the Statements of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents.~~7

~~Revenue Recognition~~ Contents

~~The Company~~NOTE ~~applies~~2 ~~paragraph 605~~-~~10-S99-1~~ ~~of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes~~SUMMARY ~~revenue~~OF ~~when~~SIGNIFICANT ~~services~~ACCOUNTING ~~are realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met:~~POLICIES

~~(i)~~BASIS ~~persuasive~~OF ~~evidence of an arrangement exists,~~PRESENTATION

~~(ii)~~The Company’s consolidated financial statements and related disclosures for the ~~services~~periods ended December 31, 2017 and 2016, have been ~~rendered~~prepared ~~and~~using ~~all~~the ~~required~~accounting ~~milestones~~principles generally ~~achieved,~~accepted in the United States (“GAAP”).

~~(iii)~~PRINCIPLES ~~the~~OF ~~sales price is fixed or determinable, and~~CONSOLIDATION

~~(iv)~~The ~~Collectability~~accompanying isfinancial ~~reasonably~~statements ~~assured~~reflect the consolidation of the individual financial statements of Grand Havana, Inc., Grand Havana Master LLC, Unique Underwriters, Inc, and Cafesa Co. All significant intercompany accounts and transactions have been eliminated.

The Company recognized revenue during the period in which insurance carriers receive premium payments, at which point the Company has fully earned the commission. Commission payments are generally received within few days of being earned.RECLASSIFICATION

~~The lead~~Certain ~~sales~~prior ~~revenue~~year isamounts ~~recognized~~have ~~when~~been ~~one of our agents submits an order to rent leads and simultaneously their credit card is~~reclassified ~~processed and the leads are distributed~~ to ~~them.~~conform ~~The Company recognizes revenue when the agent submits an order~~ to ~~rent~~ the ~~leads for~~current 30period ~~days~~presentation. ~~After~~These ~~thirty~~reclassifications ~~days~~had ~~the~~no ~~leads~~impact ~~become~~on ~~available~~net ~~for~~earnings ~~rental~~and tothe ~~another~~financial ~~agent. Leads may be rented multiple times at decreasing~~position ~~rates~~of ~~due to~~ the ~~lead’s age and number of times it has been rented~~Company. ~~The company earned selling leads in December 2013.~~

~~Cost of~~USE ~~Sales~~ OF ESTIMATES

The ~~Company’s~~ ~~policy~~preparation isof tofinancial ~~recognize~~statements ~~cost~~in conformity ofwith ~~sales~~accounting principles generally accepted in the ~~same~~United ~~manner~~States inrequires ~~conjunction~~management ~~with~~to ~~revenue~~make ~~recognition,~~estimates ~~when~~and assumptions which affect the ~~costs are~~reporting ~~incurred.~~of ~~Cost~~assets and liabilities as of ~~sales~~the ~~includes~~dates of the ~~costs~~financial ~~directly~~statements ~~attributable~~and revenues and expenses during the reporting period. These estimates primarily relate to ~~revenue~~the sales recognition, allowance for doubtful accounts, inventory obsolescence and ~~include~~asset ~~marketing~~valuations. Actual results could differ from these estimates. Management’s estimates and ~~leads~~assumptions ~~generation~~are reviewed ~~costs~~periodically, ~~leads~~and ~~purchased~~the ~~costs~~effects ~~and~~of ~~agent~~revisions ~~expenses~~are reflected in the consolidated financial statements in the periods they are determined to be necessary.

~~Loss Per~~FAIR ~~Share~~VALUE OF FINANCIAL INSTRUMENTS

~~Net loss~~GAAP ~~per~~requires ~~common~~certain ~~share~~disclosures isregarding the ~~computed~~fair ~~pursuant~~value ~~to section 260-10-45~~ of ~~the~~financial ~~FASB~~instruments. ~~Accounting~~The ~~Standards~~fair ~~Codification.~~value ~~Basic~~of ~~net~~financial ~~loss per~~instruments ~~share~~ is ~~computed~~made byas ~~dividing net loss by the weighted average number~~ of ~~shares~~a ofspecific ~~common~~point ~~stock~~in ~~outstanding~~time, ~~during the period.~~based ~~Diluted~~on ~~net~~relevant ~~loss~~information ~~per~~about ~~share~~financial ismarkets ~~computed~~and byspecific ~~dividing~~financial ~~net~~instruments. ~~loss~~As bythese ~~the~~estimates ~~weighted~~are ~~average~~subjective ~~number~~in ofnature, involving ~~shares~~uncertainties ~~of common stock~~ and ~~potentially outstanding~~matters ~~shares~~ of ~~common~~significant ~~stock during each period. For the year ended June 30~~judgment, ~~2014,~~they ~~23,938~~cannot ~~shares~~be ofdetermined ~~common~~with ~~stock~~precision. ~~underlying convertible~~Changes ~~debt are not included~~ in ~~the~~assumptions ~~calculations~~can significantly ofaffect ~~diluted~~estimated ~~loss~~fair ~~per share, as the impact of the potential common shares would antidilutive~~values.

~~Stock-Based~~GAAP defines fair value as the price that would ~~Compensation~~be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal, or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability.

~~The Company~~GAAP ~~accounts~~establishes ~~for~~a ~~stock-based compensation using the~~ fair value ~~method~~hierarchy ~~following the guidance set forth in section 718-10 of~~that ~~the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section~~ requires aan ~~public~~ entity to ~~measure~~maximize the ~~cost~~use of ~~employee~~observable ~~services~~inputs ~~received~~and inminimize ~~exchange~~the ~~for~~use ~~an award~~ of ~~equity~~unobservable ~~instruments~~inputs ~~based~~when onmeasuring ~~the grant-date~~ fair value. A offinancial ~~the~~instrument's ~~award~~categorization ~~(with~~within ~~limited~~the ~~exceptions).~~fair ~~That~~value ~~cost~~hierarchy ~~will~~is bebased ~~recognized~~upon ~~over~~ the ~~period~~degree ~~during~~of ~~which~~subjectivity anthat ~~employee~~ is ~~required~~necessary to ~~provide~~estimate ~~service in exchange for~~ the ~~award-~~fair ~~the~~value ~~requisite~~of ~~service~~a ~~period~~financial ~~(usually the vesting period)~~instrument. NoGAAP ~~compensation~~establishes ~~cost is~~three ~~recognized~~levels ~~for~~of ~~equity~~inputs ~~instruments~~that ~~for~~may ~~which~~be ~~employees~~used doto ~~not~~measure ~~render the requisite service.~~fair value:

~~Fair~~Level 1 – Level 1 applies to assets or ~~Value~~liabilities for ~~Financial~~which ~~Assets~~there ~~and~~are ~~Financial~~quoted ~~Liabilities~~prices in active markets for identical assets or liabilities.

~~The Company~~Level ~~follows~~2 ~~paragraph~~– ~~825-10-50-10~~Level of2 ~~the~~applies ~~FASB~~to ~~Accounting~~assets ~~Standards~~or liabilities ~~Codification~~ for ~~disclosures~~which ~~about~~there ~~fair~~are ~~value~~inputs ofother ~~its~~than ~~financial instruments~~quoted ~~and~~prices ~~paragraph~~included ~~820-10-35-37~~within ofLevel ~~the~~1 ~~FASB~~that ~~Accounting~~are ~~Standards~~observable ~~Codification~~for ~~(“Paragraph 820-10-35-37”) to measure~~ the ~~fair~~asset ~~value~~or ofliability such ~~its~~as ~~financial~~quoted ~~instruments.~~prices ~~Paragraph 820-10-35-37 establishes a framework~~ for ~~measuring~~similar ~~fair~~assets ~~value~~or ~~in accounting~~liabilities ~~principles generally accepted~~ in ~~the~~active ~~United~~markets; ~~States~~quoted ofprices ~~America~~for ~~(U.S.~~identical ~~GAAP),~~assets ~~and~~or ~~expands~~liabilities ~~disclosures about fair value measurements. To increase consistency and comparability~~ in ~~fair value measurements and related disclosures, Paragraph 820-10-35-37~~ ~~establishes~~markets awith ~~fair~~insufficient ~~value~~volume ~~hierarchy~~or ~~which~~infrequent ~~prioritizes~~transactions ~~the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices~~ (~~unadjusted)~~less in active markets); ~~for identical assets~~ or ~~liabilities~~model-derived ~~and~~valuations ~~the~~in ~~lowest~~which ~~priority~~significant inputs toare ~~unobservable~~observable ~~inputs.~~or ~~The~~can ~~three~~be ~~levels~~derived ofprincipally ~~fair~~from, ~~value~~or ~~hierarchy~~corroborated ~~defined~~ by, ~~Paragraph 820-10-35-37~~observable ~~are~~market ~~described below:~~ data.

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by 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.

The ~~carrying~~ ~~amounts~~following oftable ~~the~~summarizes ~~Company’s~~our financial ~~assets and liabilities, such as cash, accounts receivable, rent deposit, accounts~~ ~~payable,~~instruments ~~customer~~measured ~~deposits~~at ~~and notes payable approximate their~~ fair ~~values~~value ~~because~~as of ~~the~~December ~~short~~31, ~~maturity of these instruments.~~2017:

The Company’s derivative liabilities related to convertible debt are measured at fair value on a recurring basis, using level 3 inputs. There were no assets or liabilities measured at fair value on a nonrecurring basis during the year ended June 30, 2014.

	Fair Value Measurements at December 31, 2017
Liabilities:	Total		Level 1		Level 2		Level 3
Convertible notes payable	$	1,619,049	$	—	$	—	$	1,619,049
Warrants	$	3,309,861	$	—	$	—	$	3,309,861

Recent Accounting Pronouncements

Fair Value Measurements at December 31, 2016

Liabilities:

Total

Level 1

Level 2

Level 3

Convertible notes payable

—

Warrants

—

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its consolidated financial condition or the consolidated results of its operations.

	December 31
Description	2017		2016
Beginning balance	$	—	$	—
Proceeds, payments and conversions		736,109		—
Total change in fair value		4,224,631		—
Ending balance	$	4,960,740	$	—

~~INCOME~~The Company uses a multinomial lattice model ~~TAXES~~that values the derivative liability within the convertible notes and warrants based on probability weighted discounted cash flow model. The following assumptions were used for the valuation of the derivative liability related to the convertible notes:

~~Deferred income~~• ~~taxes~~The ~~reflect~~underlying stock price $0.0085 to $.0615 was used as the ~~net~~fair ~~tax~~value ~~effects~~of the common stock; • The note face amounts are in the range $12,970 and $172,000 with the same terms as at issuance and effectively convert at discounts in the range of ~~temporary~~43.70% ~~differences~~to ~~between~~78.23%. • Capital raising events would not occur in any quarter generating dilutive reset events at prices below the ~~carrying~~current ~~amounts~~variable rates for the Notes; • The holder would redeem based on availability of ~~assets~~alternative financing, 10% of the time increasing 1.0% monthly to a maximum of 20%; • The holder would automatically convert the note at maturity if the registration was effective and ~~liabilities~~the ~~for~~company ~~financial reporting~~was ~~purposes~~not in default; • An event of default would occur 0% of the time, increasing 1.00% per month to a maximum of 20% – to–date many notes are in default and partially converted by the ~~amount~~holder’s ~~used~~post assignment; • The projected volatility for ~~federal~~each ~~and~~valuation ~~state~~period ~~income~~was ~~tax~~based ~~purposes~~on the volatility of 12 comparable company’s in the same Food Processing industry range from 112% to 243%.

The ~~Company’s~~ ~~deferred~~following ~~tax~~assumptions ~~asset~~were atused ~~June~~for ~~30, 2014 consists of net operating loss carry forwards calculated using federal and~~the ~~state effective tax rates equating to approximately $512,000 less a~~ valuation ~~allowance in the amount~~ of ~~approximately $512,000. Because of~~ the ~~Company’s~~derivative ~~lack~~liability ofrelated ~~earnings~~to ~~history,~~ the ~~deferred tax asset has been fully offset by a valuation allowance.~~warrants:

~~ASC 740-10~~• ~~prescribes~~The aholder ~~recognition~~would ~~threshold~~automatically ~~that~~exercise athe ~~tax~~warrants ~~position~~at isa ~~required~~stock toprice ~~meet~~above ~~before~~the ~~being~~exercise ~~recognized~~price inat ~~the~~expiration; ~~financial~~• ~~statements and~~Dilutive ~~provides~~reset ~~guidance~~events on(March ~~recognition~~15, ~~measurement,~~2017 ~~classification,~~to ~~interest~~$0.027 and ~~penalties~~April 7, ~~accounting~~2017 into ~~interim~~$0.012) ~~periods,~~projected ~~disclosure and~~to ~~transition~~occur ~~issues.~~based ~~The~~on ~~Company~~future ~~classifies~~projected ~~interest~~capital needs and ~~penalties~~projected asdebt/liability asettlements ~~component~~resulting ofin ~~interest~~adjusted ~~and~~warrants ~~other~~to ~~expenses.~~3,341,691 Toas ~~date~~of December 31, ~~the Company~~2017; ~~has~~• ~~not~~The ~~been~~projected ~~assessed,~~annual ~~nor~~volatility ~~has~~was based on the ~~Company~~historical ~~paid,~~volatility ~~any~~of ~~interest~~comparable orcompanies ~~penalties.~~of 123% to 175%; • Risk-free rates were based on the remaining term

~~The Company~~F measures and records uncertain tax positions by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-~~likely-than-not~~ ~~recognition threshold at the effective date may be recognized or continue to be recognized. All of the Company's tax years are subject to examination.~~8

~~At June 30, 2014, the Company had federal and state net operating loss carry forwards of approximately $11,767,911 that expire in various years through the year 2034.~~Contents

~~(F-9)~~CASH AND CASH EQUIVALENTS

~~Table~~The Company considers highly liquid investments with original maturities of ~~Contents~~three months or less when purchased as cash equivalents. The Company had no cash equivalents as of December 31, 2017 and 2016. At times throughout the year, the Company might maintain bank balances that may exceed Federal Deposit Insurance Corporation insured limits. Periodically, the Company evaluates the credit worthiness of the financial institutions, and has not experienced any losses in such accounts. At December 31, 2017 and 2016, the Company had $0 over the insurable limit.

~~NOTE 2 FIXED~~ACCOUNTS ~~ASSETS~~RECEIVABLE

~~Fixed assets~~Accounts ~~were~~receivable ~~comprised~~are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the ~~following~~accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of ~~June~~individual 30balances. In evaluating the collectability of individual receivable balances, ~~2014~~the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and ~~June~~current 30economic trends. Accounts are written off after exhaustive efforts at collection. At December 31, ~~2013:~~2017 and 2016, the Company has established, based on a review of its outstanding balances, that no allowance is necessary.

	June 30, 2014			June 30, 2013
Cost:
Furniture	$	3,371		$	3,371
Computers		1,315			—
Total		4,686			3,371
Less: Accumulated depreciation		969			486
Loss on disposal of fixed assets		(3,717	)		—
Property and equipment, net	$	—		$	2,885

CONCENTRATION OF CREDIT RISK

~~Depreciation~~Financial instruments, which potentially expose ~~expense~~the ~~was~~Company ~~$484~~to ~~and~~concentrations ~~$486~~of ~~for~~credit ~~the~~risk, ~~years~~are ~~ended~~primarily ~~June~~comprised 30of cash and cash equivalents, ~~2014~~investments, accounts receivable and ~~2013~~unbilled accounts receivable, ~~respectively~~if any. ~~During~~The ~~April~~Company ~~2014,~~places ~~the~~its ~~company~~cash ~~disposed of~~in ~~the~~highly ~~fixed~~rated ~~assets,~~financial ~~for~~institutions. $0Management ~~and~~believes its ~~recorded~~credit apolicies ~~$3,717~~reflect ~~loss~~normal onindustry ~~disposal~~terms ofand ~~fixed~~business ~~assets~~risk.

~~NOTE~~CONVERTIBLE ~~3 UNSECURED DEMAND~~INSTRUMENTS ~~LOAN~~AND ~~PAYABLE~~DERIVATIVES

The ~~balance~~ ofCompany ~~unsecured~~evaluates ~~demand loan was $0~~ and ~~$250,000~~accounts asfor ~~of June 30, 2014 and June 30, 2013, respectively. The funds borrowed from~~conversion anoptions ~~unrelated~~embedded ~~party~~in ~~were~~its toconvertible ~~fund~~instruments ~~the~~in ~~Company’s~~accordance ~~daily~~with ~~operations.~~professional ~~The~~standards ~~loan~~for ~~was~~FASB ~~unsecured,~~ASC ~~interest free and repayable currently. In February 2014~~815, ~~the~~Derivatives ~~company was relieved of its obligations, which was assumed by former officers~~ and ~~principal stockholders.~~ ~~Accordingly,~~Hedging ~~the~~(“ASC ~~Company recorded additional paid in capital of $255,000 for the year ended June 30, 2014~~815”).

~~NOTE~~Professional ~~4 LOANS~~standards generally provides three ~~PAYABLE~~criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-~~RELATED~~measured ~~PARTIES~~at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument”.

~~Loans payable~~The toCompany ~~related~~accounts ~~parties~~for ~~were~~convertible ~~$6,200~~instruments (when ~~and~~it ~~$45,484~~has asdetermined ofthat ~~June~~the ~~30,~~embedded ~~2014~~conversion ~~and~~options ~~June~~should ~~30,~~not ~~2013,~~be ~~respectively.~~bifurcated ~~The~~from ~~funds~~their ~~borrowed~~host ~~from~~instruments) in accordance ~~the~~with ~~Company’s~~professional ~~former~~standards ~~officer~~when ~~and~~“Accounting ~~stockholder~~for ~~were~~Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to ~~fund~~“Certain Convertible Instruments.” Accordingly, the Company’s ~~daily~~records, ~~operations.~~when ~~The~~necessary, discounts ~~loan~~to ~~agreements~~convertible ~~were not~~notes ~~evidenced~~for bythe ~~any~~intrinsic ~~promissory~~value ~~notes,~~of ~~but~~conversion ~~rather~~options ~~verbal~~embedded ~~agreements~~in debt instruments based upon the differences between the ~~related~~fair ~~parties~~value ~~and~~of the ~~Company.~~underlying Oncommon ~~February~~stock ~~2014, principal~~at the commitment date of the note transaction and ~~accrued~~the ~~interest~~effective conversion price embedded in ~~total~~the ~~amount~~note. ofDebt ~~$17,984~~discounts ~~was~~under ~~forgiven~~these byarrangements ~~the~~are ~~former~~amortized ~~officer~~over ~~and~~the ~~stockholder.~~term ~~Accordingly,~~of the related debt to their earliest date of redemption. The Company ~~recorded~~also ~~additional~~records ~~paid~~when innecessary ~~capital~~deemed dividends for the intrinsic value of ~~$17,984~~conversion options embedded in preferred shares based upon the ~~accompanying~~differences ~~statements~~between ofthe ~~operations~~fair ~~for~~value of the ~~year~~underlying ~~ended~~common ~~June~~stock ~~30,~~at the commitment date of ~~2014~~the note transaction and the effective conversion price embedded in the note.

~~NOTE~~ASC ~~5 OBLIGATIONS~~815 provides that, among other things, ~~FOR~~generally, ~~FACTORED~~if ~~RECEIVABLES~~an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability.

During the year ended June 30, 2014, the Company received proceeds of $45,073 pursuant to third party merchant agreements providing for the sale of future cash receipts at a discount of 15%. The Company repaid $34,755 and defaulted on remaining payments. The Company incurred factoring and interest charges totaling $28,887. These amounts are in default and total $39,205 as of June 30, 2014.GOODWILL

~~(F-10)~~Goodwill represents the excess of cost over net assets of acquired businesses that are consolidated. The Company performs its annual assessment of goodwill on December 31 of each fiscal year and whenever events or changes in circumstances or a triggering event indicate that the carrying amount may not be recoverable. Determining whether a triggering event has occurred often involves significant judgment from management. An entity is permitted to first assess qualitatively whether it is necessary to perform a goodwill impairment test. The quantitative impairment test is required only if the entity concludes that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. The Company determines the fair value of a reporting unit based on an income approach utilizing a discounted cash flow adjusted for entity specific factors. In evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, an entity should consider the totality of all relevant events or circumstances that affect the fair value or carrying amount of a reporting unit. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then an impairment loss equal to the difference is recorded. See Note 7, "Acquisition and Related Goodwill" for further information and discussion.

~~Table~~The Company performed its annual assessment of ~~Contents~~goodwill on December 31, 2017 and determined that a full impairment to goodwill of $553,980 was necessary.

~~NOTE~~INTANGIBLE ~~6 CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES~~ASSETS

~~On August~~The ~~15,~~Company ~~2013~~records ~~the~~intangible ~~Company~~assets ~~issued~~at ancost or 8%based ~~convertible~~on ~~note~~the infair value of the ~~principal~~assets ~~amount~~acquired. Intangible assets consist of ~~$47,500~~customer ~~(the~~lists ~~"Note")~~and totrademarks. anThe ~~Accredited~~Company amortizes ~~Investor~~intangible (assets over their estimated useful lives or in proportion to expected yearly revenue generated from the ~~“Lender")~~intangibles that were acquired.

~~The~~In accordance with ASC 350, Intangibles-Goodwill ~~Note~~and ~~bears~~Other, ~~interest~~the Company assesses intangible assets for potential impairments at the ~~rate~~end of 8%each ~~per~~fiscal ~~annum~~year, ~~and~~or during the year ~~interest~~if ~~rate~~an ~~will~~event ~~increase~~or toother ~~22%~~circumstance ifindicates ~~the~~that ~~convertible~~we ~~debenture~~may isnot ~~default. All~~be ~~interest~~able ~~and~~to ~~principal~~recover ~~must~~the ~~was~~carrying ~~due~~amount onof ~~May~~the ~~30,~~asset. ~~2014~~In evaluating goodwill and isintangible inassets ~~default. The~~for ~~Note~~impairment, isthe ~~convertible~~Company ~~any~~first ~~time~~assesses ~~during the~~qualitative ~~period~~factors ~~beginning~~to ondetermine ~~the~~whether ~~date~~it ~~which~~ is ~~one~~more likely ~~hundred~~than ~~eighty~~not (~~180)~~that ~~days~~is, ~~following~~a ~~the~~likelihood ~~date~~ of ~~the~~more ~~Note~~than ~~into~~50 ~~common~~percent) ~~stock~~that of the ~~Company,~~ ~~at the~~fair ~~Lender’s option,~~value atof a ~~42%~~reporting ~~discount~~unit tois ~~the~~less ~~average~~than ofits carrying amount. If the ~~three~~Company ~~lowest~~concludes ~~closing~~that ~~bid~~it ~~prices~~is ofnot ~~the common~~more ~~stock~~likely ~~during~~than not that the 10fair ~~Trading~~value ~~Day~~of ~~period~~a ~~prior~~reporting tounit ~~conversion~~is asless ~~Trading~~than ~~Day~~its carrying isvalue, ~~defined~~then inno ~~the~~further ~~Note. In~~testing of the ~~event~~intangible ~~the Company~~assets ~~prepays~~assigned to the ~~Note~~reporting inunit ~~full~~is required. However, if the Company concludes that it is ~~required~~more tolikely ~~pay~~than ~~off~~not ~~all~~that ~~principal,~~the ~~interest~~fair ~~and~~value ~~any~~of ~~other~~a ~~amounts~~reporting ~~owing~~unit ~~multiplied by~~is ~~135%~~less ifthan ~~prepaid~~its ~~121~~carrying ~~days~~value, ~~following~~then the ~~Issue~~Company will ~~Date~~perform ~~through~~a ~~180~~two-step ~~days~~intangible ~~following~~assets ~~the~~impairment ~~Issue~~test ~~Date. After~~to ~~the~~identify ~~expiration~~potential ~~of 180~~intangible ~~days~~assets ~~following~~impairment ~~the~~and ~~date~~measure of the ~~Note,~~amount of ~~the~~intangible ~~Company~~assets ~~has~~impairment noto ~~right~~be ofrecognized, ~~prepayment~~if any.

~~The~~In the first step of the review process, the ~~Lender has~~Company ~~agreed~~compares tothe ~~restrict~~estimated fair value of the reporting unit with its ~~ability~~carrying tovalue. ~~convert~~If the ~~Note~~estimated ~~and~~fair ~~receive~~value ~~shares~~of the reporting unit exceeds its carrying amount, no further analysis is needed. If the estimated fair value of ~~common~~the ~~stock~~reporting ~~such~~unit ~~that~~is less than its carrying amount, the ~~number~~Company proceeds to the second step of the review process to calculate the implied fair value of the reporting ~~shares~~unit intangible assets in order to determine whether any impairment is required. The Company calculates the implied fair value of ~~common~~the ~~stock~~reporting ~~held~~unit intangible assets by ~~them~~allocating inthe estimated fair value of the ~~aggregate~~reporting unit to all of the assets and ~~their~~liabilities of ~~affiliates~~the ~~after~~reporting ~~such~~unit ~~conversion~~as orif ~~exercise~~the ~~does~~reporting ~~not~~unit ~~exceed~~had 9been acquired in a business combination.~~99%~~ If the carrying value of the ~~then~~reporting unit's ~~issued~~intangible ~~and~~assets ~~outstanding~~exceeds ~~shares~~the implied fair value of ~~common~~the ~~stock~~intangible assets, the Company recognizes an impairment loss for that excess amount. ~~The~~ ~~total~~In ~~net~~allocating ~~proceeds~~the estimated fair value of the reporting unit to all of the assets and liabilities of the reporting unit, the Company ~~received~~uses ~~were~~industry ~~$45~~and market data,~~000, net~~ as well as knowledge of ~~attorney~~the industry and the Company’s ~~fees~~past ~~of $2,500~~experiences.

The Company ~~has~~bases ~~determined~~its ~~that~~calculation ~~the conversion feature~~ of the ~~Notes represent an embedded derivative since the Notes is convertible~~estimated into a variable number of shares upon conversion. Accordingly, the Notes are not considered to be conventional debt under EITF 00-19 and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. Accordingly, the fair value of ~~this derivative instrument has been recorded as~~ a ~~liability~~reporting unit on the ~~balance~~income ~~sheet~~approach. ~~with~~For the ~~corresponding~~income ~~amount recorded~~approach, ~~as a discount to~~ the ~~Notes.~~Company ~~Such~~uses ~~discount~~internally ~~was~~developed ~~authorized~~discounted cash ~~from~~flow ~~the~~models ~~grant~~that ~~date~~include, toamong ~~the~~others, ~~maturity date of~~ the ~~Notes.~~following ~~The~~assumptions: ~~change in~~projections ~~the fair value~~ of ~~the~~revenues ~~derivative~~and ~~liability~~expenses isand ~~recorded~~related incash flows ~~other~~based ~~income~~on orassumed ~~expenses~~long-term ingrowth ~~the~~rates ~~statement~~and ofdemand ~~operations~~trends; atexpected ~~the~~future ~~end of~~investments ~~each period, with the offset~~ to ~~the~~grow ~~derivative~~new ~~liability~~units; onand ~~the~~estimated discount ~~balance sheet~~rates. The ~~embedded~~Company ~~conversion~~bases ~~feature~~these ~~included~~assumptions ~~in the~~on ~~Notes~~its ~~resulted~~historical indata anand ~~initial~~experience, ~~debt~~third-party ~~discount of $36~~appraisals,~~510~~ ~~based~~industry ~~on the initial fair value of the derivative liability of $36~~projections,~~510.~~ ~~The~~micro ~~fair~~and ~~value~~macro ofgeneral ~~the~~economic ~~embedded~~condition ~~derivative~~projections, ~~liability~~and ~~was~~its ~~calculated at grant date utilizing the following assumptions:~~expectations.

Grant Date	Fair Value	Term (Years)	Assumed Conversion Price	Market Price on Grant Date	Volatility Percentage	Risk-free Rate
8/15/2013	$36,510	0.75	$5.8	$10	200%	0.14%

The Company had no intangible assets impairment charges for the years ended December 31, 2017 and 2016.

~~At June 30, 2014, the Company revalued the embedded derivative liability. For the period from the grant date to June 30, 2014, the balance of derivative liability was decreased by $50 to $36,460.~~INVENTORY

~~The~~Inventory is stated at the lower of cost or ~~fair~~net realizable value using the FIFO method. Inventory consists primarily of only finished goods, which represents the ~~embedded~~final ~~derivative~~product ready ~~liability~~for ~~was~~sale. ~~calculated~~A periodic inventory system is maintained by 100% count. Inventory is replaced periodically to maintain the optimum stock on hand available for immediate shipment. The Company assesses whether an inventory reserve is necessary at ~~June~~the ~~30,~~end ~~2014~~of ~~utilizing~~each fiscal period. For the ~~following~~years ~~assumptions:~~ended December 31, 2017 and 2016 no inventory reserve was deemed necessary.

Fair Value	Term (Years)	Assumed Conversion Price	Volatility Percentage	Risk-free Rate
$36,460	0	$2.9	200%	0.13%

INCOME TAXES

The Company, along with its consolidated subsidiaries, ~~carrying~~are ~~value~~deemed ofa corporation and thus is a taxable entity. Prior to the ~~Notes~~reverse ~~was~~merger ~~$47~~on February 5,~~500~~ as2017 the Company filed a U.S. Return of ~~June~~Partnership 30Income, ~~2014,~~whereby ~~net~~the members of ~~unamortized~~the ~~discount~~Company ofwere ~~$0.~~taxed ~~The~~on their share of the Company’s ~~recorded~~taxable ~~amortization~~income, ofand the ~~debt~~Company ~~discount~~was not subject to federal and state income taxes. No provision for income taxes was reflected in the ~~amount~~accompanying consolidated offinancial ~~$36~~statements,~~510~~ ~~during~~as the ~~year~~Company ~~ended~~did ~~June~~not 30have income through December 31, ~~2014~~2017. ~~The~~There ~~accrued~~were ~~interest~~no ~~related~~uncertain totax ~~this~~positions that ~~note~~would ~~for the~~require ~~year~~recognition ~~ended~~in ~~June~~the ~~30,~~consolidated ~~2014~~financial isstatements $3through December 31,~~732~~ 2017.

~~On November~~Generally, 19federal, ~~2013~~state ~~Unique~~and ~~Underwriters,~~local ~~Inc.~~authorities may (examine the “Company”)’s ~~issued~~tax anreturns 8%for ~~convertible~~three ~~note~~years infrom the ~~principal~~date ~~amount~~ of ~~$18~~filing,~~000~~ ~~(the~~and ~~"Note") to an Accredited Investor (~~the ~~“Lender"). In~~current ~~December~~and ~~2014,~~prior ~~accrued~~three ~~interest~~years remain ofsubject ~~$3,920 was added~~ to ~~the~~examination ~~principal~~as ~~balance~~ of ~~the~~December ~~note~~31, 2017.

The ~~Note~~ bears interest at the rate of 8% per annum. All interest and principal must be repaid on August 21, 2014. The Note is convertible any time during the period beginning on the date which is one hundred eighty (180) days following the date of the Note into common stock of the Company~~, at the Lender~~’s ~~option,~~ atconclusions aregarding ~~42% discount to the average of the~~uncertain ~~three~~tax ~~lowest~~positions ~~closing~~may ~~bid~~be ~~prices~~subject ~~of the common stock during the 10 Trading Day period prior~~ to ~~conversion~~review asand ~~Trading~~adjustment ~~Day~~at isa ~~defined in~~later ~~the~~date ~~Note. In~~based ~~the~~upon ~~event~~ongoing ~~the~~analyses ~~Company~~of ~~prepays~~tax ~~the Note in full~~laws, ~~the~~regulations ~~Company is required to pay off all principal, interest~~ and ~~any other amounts owing multiplied by 135% if prepaid 121 days following the Issue Date through 180 days following the Issue~~ ~~Date. After~~interpretations ~~the~~thereof ~~expiration~~as ofwell ~~180~~as ~~days~~other ~~following the date of the Note, the Company has no right of prepayment~~factors.

The Company accounts for income taxes under ~~Lender has~~ASC ~~agreed~~740-10-30, toIncome ~~restrict~~Taxes. ~~its~~Deferred ~~ability~~income totax ~~convert~~assets and liabilities are determined based upon differences between the financial ~~Note~~reporting and ~~receive~~tax ~~shares~~bases of ~~common~~assets ~~stock~~and ~~such~~liabilities ~~that~~and are measured using the ~~number~~enacted oftax rates and laws that will be ~~shares~~in ofeffect ~~common~~when ~~stock~~the ~~held~~differences are expected to reverse. Deferred tax assets are reduced by ~~them~~a invaluation allowance to the ~~aggregate~~extent management ~~and~~concludes ~~their~~it ~~affiliates~~is ~~after~~more ~~such~~likely ~~conversion~~than ornot ~~exercise~~that ~~does~~the assets will not ~~exceed~~be 9realized.~~99%~~ Deferred tax assets and liabilities are measured ofusing enacted tax rates expected to apply to taxable income in the ~~then~~years ~~issued~~in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and ~~outstanding~~liabilities ~~shares~~of a change in tax rates is recognized in the statements of ~~common~~operations ~~stock~~in the period that includes the enactment date.

~~The Company~~F has determined that the conversion feature of the Notes represent an embedded derivative since the Notes is convertible into a variable number of shares upon conversion. Accordingly, the Notes are not considered to be conventional debt under EITF 00-19 and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. Accordingly, the fair value of this derivative instrument has been recorded as a liability on the balance sheet with the corresponding amount recorded as a discount to the Notes. Such discount will be accreted from the grant date to the maturity date of the Notes. The change in the fair value of the derivative liability is recorded in other income or expenses in the statement of operations at the end of each period, with the offset to the derivative liability on the balance sheet. The embedded conversion feature included in the Notes resulted in an initial debt discount of $16,873 and initial fair value of the derivative liability of $16,873. The fair value of the embedded derivative liability was calculated at grant date utilizing the following assumptions:9

Grant Date	Fair Value	Term (Years)	Assumed Conversion Price	Market Price on Grant Date	Volatility Percentage	Risk-free Rate
11/19/2013	$16,873	0.75	$4.64	$8	200%	0.1%

Contents

~~At June~~PROPERTY ~~30,~~AND ~~2014, the Company revalued the embedded derivative liability. For the period from the grant date to June 30, 2014, the balance of derivative liability was decreased by $16 to $16,857.~~EQUIPMENT

~~The~~Property and equipment are recorded at cost. ~~fair~~Expenditures ~~value~~for major renewals and improvements are capitalized while expenditures for minor replacements, maintenance and repairs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the ~~embedded~~assets. Upon ~~derivative~~retirement ~~liability~~or ~~was~~disposal ~~calculated~~of atassets, the ~~year~~accounts ~~ended~~are ~~June~~relieved 30of cost and accumulated depreciation and the related gain or loss, if ~~2014~~any, ~~utilizing~~is reflected in loss on disposal of assets in the ~~following~~consolidated ~~assumptions:~~statement of income and comprehensive income.

Fair Value	Term (Years)	Assumed Conversion Price	Volatility Percentage	Risk-free Rate
$16,857	0.14	$2.9	200%	0.1%

At least annually, the Company evaluates, and adjusts when necessary, the estimated useful lives. The changes in estimated useful lives would not have a material impact on depreciation in any period. The estimated useful lives are:

~~The carrying~~Equipment ~~value~~7 of the Note was $18,730 as of June 30, 2014, net of unamortized discount of $3,190. The Company recorded amortization of the debt discount in the amount of $13,682 during the year ended June 30, 2014. The accrued interest related to this note for the year ended June 30, 2014 was $1,071.years

~~In December~~LONG ~~2014,~~LIVED ~~all of the Company’s convertible debt was assigned to two stockholders.~~ASSETS

The Company evaluates the carrying value and recoverability of its long-lived assets when circumstances warrant such evaluation by applying the provisions of ASC 360-35, Property, Plant and Equipment, Subsequent Measurement (F“ASC 360-1135”). ASC 360-35 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.

~~Table~~RECOGNITION ofOF ~~Contents~~REVENUE

~~NOTE~~Sales ~~7 REVENUE~~are recorded at the time title of goods ~~CONCENTRATION~~sold passes to customers, which based on shipping terms, which generally occurs when the product is shipped to the customer and collectability is reasonably assured. Sales are presented net of discounts and allowances. Discounts and allowances are determined when a sale is negotiated. The Company does not grant price adjustments after a sale is complete.

~~During~~The Company’s revenue is primarily derived from the ~~years~~sale ~~ended~~of ~~June 30~~coffee, ~~2014,~~tea ~~the~~and accessories. The Company’s records revenue ~~was~~when ~~concentrated~~the inamount ais ~~few~~fixed ~~customers~~or asdeterminable, ~~follows:~~delivery has occurred or services have been performed and both title and risk of loss have transferred to the customer, and collection is reasonably assured.

	2014			2013
Customer A		58	%		47	%
Customer B		24	%		29	%
Customer C		17	%		24	%

STOCK BASED COMPENSATION

~~NOTE~~The Company follows FASB ASC 718, Compensation ~~8 CAPITAL~~– ~~STOCK~~Stock Compensation, which prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the unaudited condensed consolidated financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company isaccounts ~~currently~~for ~~authorized~~stock-based compensation issued to ~~issue~~non-employees ~~100~~and consultants in accordance with the provisions of FASB ASC 505-50,~~000,000~~ ~~Class~~Equity–based APayments ~~preferred~~to Non-Employees. Measurement ~~shares~~of share-based payment transactions with ~~$.001~~non-employees ~~par~~is based on the fair value ~~per~~of ~~share~~whichever is ~~with~~more 10reliably measurable:1 (a) ~~conversion and~~the ~~voting~~goods ~~rights~~or services received; or (b) the equity instruments issued. The Asfair value of ~~June~~the ~~30,~~share-based ~~2014,~~payment ~~there~~transaction ~~was~~is nodetermined ~~Class~~at Athe ~~preferred~~earlier ~~shares~~of ~~issued~~performance ~~and~~commitment ~~outstanding~~date or performance completion date.

~~The~~For ~~Company~~the isyears ~~currently~~ended ~~authorized~~December ~~to issue 50~~31,~~000,000~~ ~~Class~~2017 Band ~~preferred~~2016, ~~shares~~the ~~with~~Company ~~$.001~~had ~~par~~stock ~~value~~based ~~per~~compensation ~~share~~totaling ~~with 1:1 conversion~~$2,883,032 and ~~voting rights. As of June 30~~$0, ~~2014, there was no Class B preferred shares issued and outstanding~~respectively.

~~The Company~~NEW isACCOUNTING ~~currently authorized to issue 1,000,000,000 common shares with $.001 par value per share.~~ PRONOUNCEMENTS

~~On July~~In ~~29,~~May 2014, the ~~Company effected~~FASB aissued ~~1:100~~ASU ~~split~~No. of2014-09, Revenue ~~its~~from ~~Common~~Contracts ~~stock.~~with ~~All~~Customers ~~common~~(Topic ~~stock~~606) ~~and~~("ASU ~~per~~2014-09"). ~~share~~ASU ~~data~~2014-09 ~~for~~affects ~~all~~any ~~periods presented~~entity inusing ~~these~~U.S. ~~financial~~GAAP that ~~statements~~either ~~have~~enters ~~been~~into ~~restated~~contracts with customers to ~~give~~transfer ~~effect~~goods toor ~~the~~services, ~~reverse~~or ~~split.~~enters ~~The~~into ~~June~~contracts ~~30,~~for ~~2013~~the ~~financial~~transfer ~~statement~~of nonfinancial ~~has~~assets ~~been~~unless ~~retroactively~~those ~~restated~~contracts ~~herein~~are inwithin ~~accordance~~the ~~with~~scope ~~SAB~~of ~~Topic~~other 4Cstandards (e.g., Asinsurance ofcontracts ~~June~~or ~~30,~~lease contracts). ASU 2014-09 is effective for fiscal years, and ~~2013~~interim periods within those fiscal years, ~~the~~beginning ~~Company~~after ~~had~~December ~~775~~15,~~656~~ 2019. The Company adopted ~~and~~ASU ~~774~~2014-09 on January 1,~~606~~ ~~shares~~2018. ofThe ~~common~~adoption ~~stock~~had ~~issued~~no ~~and~~impact ~~outstanding,~~on ~~respectively~~the financial statements.

~~On September~~In ~~20,~~February ~~2013~~2016, the ~~Company~~FASB issued asASU ~~compensation~~No. ~~for~~2016-02, Leases ~~services~~(Topic ~~provided~~842) a(“ASU ~~total~~2016-02”), ofwhich ~~30,000~~modifies ~~common~~lease ~~shares~~accounting ~~(pre-stock~~for ~~split)~~lessees to increase transparency and ~~with~~comparability aby ~~fair~~recording ~~value~~lease ofassets ~~$3,300~~and toliabilities afor ~~third~~operating ~~party~~leases and disclosing key information about leasing arrangements. The amendment is effective from December 15, 2018. The ~~fair~~Company ~~value~~adopted ofASU 2016-02 on January 1, 2019 along with the ~~shares~~“package of ~~was~~practical ~~based~~expedients”. onAt the ~~price~~time ~~quoted~~of onadoption, the ~~OTC~~Company ~~bulletin~~recognized ~~board on~~ROU assets and liabilities in the ~~grant~~amount ~~date~~of $32,616.

~~On November~~In 1,May ~~2013~~2017, the ~~Company~~FASB issued 75ASU 2017-09,~~000~~ ~~common~~Compensation - ~~shares~~Stock Compensation (~~pre~~Subtopic 718) Scope of Modification Accounting. The amendments in ASU 2017-~~stock~~09 ~~split~~provide clarity and reduce both (1) ~~with~~diversity ain ~~market~~practice ~~value~~and of(2) ~~$7,500~~cost asand ~~compensation~~complexity ~~for~~when applying the guidance in Topic 718, ~~services~~Compensation—Stock ~~provided.~~Compensation, ~~The~~to ~~fair~~a ~~value~~change ofto the ~~shares~~terms ~~was~~or conditions of a share-based onpayment ~~the~~award. ~~price~~The ~~quoted~~ASU onis effective ~~the~~for ~~OTC~~annual ~~bulletin~~reporting ~~board~~periods beginning after December 15, 2017, including interim periods within those periods. The Company has determined that this ASU will have an immaterial impact on its ~~the~~consolidated ~~grant~~financial ~~date~~statements.

~~NOTE~~In July 2017, the ~~9 LEASE~~FASB ~~AND~~issued ~~EMPLOYMENT~~ASU ~~COMMITMENTS~~2017-11, Earnings ~~AND~~per ~~RELATED~~Share ~~PARTY~~(Topic 260), Distinguishing ~~TRANSACTION~~Liabilities from Equity (Topic 480), and Derivatives and Hedging (Topic 815). The amendments in ASU 2017-11 provide guidance for freestanding equity-linked financial instruments, such as warrants and conversion options in convertible debt or preferred stock, and should no longer be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. The ASU is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those periods. The Company has determined that this ASU will have an immaterial impact on its consolidated financial statements.

~~The~~In June 2018, the ~~Company~~FASB ~~assumed~~issued ~~and~~ASU ~~renewed~~2018-07, Compensation ~~its~~- ~~office~~Stock ~~lease~~Compensation ~~with~~(Topic an718): ~~unrelated~~Improvements ~~party~~to Non-Employee Share Based Payment Accounting. The ~~lease~~amendments ~~was~~in ASU 2018-07 provide for ~~five~~the ~~years~~simplification of the measurement of share-based payment transactions for acquiring goods and ~~expires~~services onfrom ~~April~~non-employees. ~~30,~~The ASU is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those periods. The Company has determined that this ASU will have an immaterial impact on its consolidated financial statements.

~~Effective as~~In ofAugust ~~March 14~~2018, ~~2014~~the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Changes to the ~~control~~Disclosure ofRequirements ~~registrant~~for ~~has~~Fair ~~been~~Value ~~changed~~Measurement. The ~~office~~amendments ~~location~~in ~~has~~ASU ~~been~~2018-13 provide ~~changed,~~for ~~and~~increased effectiveness of the ~~Company~~disclosures ~~abandoned~~made around fair value measurements while including consideration for costs ~~the~~and ~~lease~~benefits. The ~~Company~~ASU ~~has~~is ~~accrued~~effective ~~the~~for ~~remaining~~annual ~~minimum~~reporting ~~payment~~periods ~~under~~beginning ~~the~~after ~~lease~~December 15, ~~totaling $222~~2019,~~020,~~ asincluding ofinterim ~~June~~periods ~~30,~~within those ~~2014~~periods. The Company ~~recognized~~is ~~$252,891~~currently ~~rent~~evaluating ~~expense~~the ~~for~~impact the ~~year~~adoption ~~ended~~of ~~June~~ASU ~~30,~~2018-13 ~~2014~~may have on its consolidated financial statements.

(F -~~12)~~ 10

~~Table of~~ Contents

NOTE ~~10 INCOME~~ ~~TAXES~~3 - GOING CONCERN

AtThe Company’s consolidated financial ~~June~~statements 30have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred net losses during the years ended December 31, ~~2014~~2017 and 2016, respectively. Cash on hand will not be sufficient to cover debt repayments, operating expenses and capital expenditure requirements for at least twelve months from the consolidated balance sheet date. As of December 31, 2017 and 2016, the Company had ~~federal~~working ~~and~~capital ~~state~~deficits. ~~net~~Our historical operating ~~loss~~results indicate ~~carry~~substantial ~~forwards~~doubt ofexists ~~approximately~~related $1to the Company’s ability to continue as a going concern. In order to continue as a going concern,~~151~~ the Company will need,~~003~~ ~~that~~among ~~expire~~other inthings, additional capital resources. Management’s plan is to seek equity ~~various~~and/or ~~years~~debt ~~through~~financing. However, management cannot provide any assurances that the ~~year~~Company ~~2033~~will be successful in accomplishing any of its plans.

~~Due~~There are no assurances that the Company will be able to ~~operating~~either ~~losses,~~(1) ~~there~~achieve isa nolevel ~~provision~~of ~~for~~revenues ~~current~~adequate ~~federal~~to generate sufficient cash flow from operations; or ~~state~~(2) ~~income~~obtain ~~taxes~~additional financing ~~for~~through either private placements, public offerings and/or bank financing necessary to support the ~~years~~Company's ~~ended~~working capital ~~June~~requirements. 30To the extent that funds generated from operations, ~~2014~~any private placements, public offerings and/or ~~2013~~bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company.

~~Deferred income~~The ~~taxes~~ability ~~reflect~~of the ~~net~~Company ~~tax~~to ~~effects~~continue ofas a ~~temporary~~going ~~differences~~concern ~~between~~is dependent upon its ability to successfully accomplish the ~~carrying~~plans ~~amounts~~described in the preceding paragraph and eventually secure other sources of ~~assets~~financing and ~~liabilities~~attain ~~for~~profitable operations. The accompanying financial statements do not include any adjustments ~~reporting~~that ~~purposes~~might ~~and~~be necessary if the ~~amount~~Company ~~used~~is ~~for~~unable ~~federal~~to ~~and~~continue ~~state~~as ~~income~~a ~~tax~~going ~~purposes~~concern.

~~The Company’s~~NOTE ~~deferred~~4 ~~tax~~- ~~asset~~LOSS atPER June 30, 2014 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $512,000 less a valuation allowance in the amount of approximately $512,000. Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance. The valuation allowance increased by approximately $144,000 and $144,000 for the years ended June 30, 2014 and 2013, respectively.SHARE

The Company’s ~~total~~utilizes ~~deferred~~the ~~tax~~guidance ~~asset~~per asASC 260, Earnings Per Share. Basic earnings per share is calculated on the weighted effect of ~~June~~all ~~30,~~common ~~2014~~shares issued and outstanding, ~~June~~and 30is calculated by dividing net income available to common stockholders by the weighted average shares outstanding during the period. Diluted earnings per share, ~~2013~~which ~~are~~is calculated by dividing net income available to common stockholders by the weighted average number of common shares used in the basic earnings per share calculation, plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding, is not presented separately as ~~follows:~~of December 31, 2017 as it is anti-dilutive.

	2014			2013
Total deferred tax asset	$	512,000		$	368,000
Valuation allowance		(512,000	)		(368,000	)
Net deferred tax asset	$	—		$	—

Such securities, shown below, presented on a common share equivalent basis and outstanding as of December 31, 2017 and 2016 have been excluded from the per share computations:

The reconciliation of income taxes computed at the federal and state statutory income tax rate to total income taxes for the years ended June 30, 2014 and 2013 are as follows:

	December 31,
		2017		2016
Convertible notes payable		$	44,437,745	$	—
Warrants		$	4,088,874	$	—
Series A preferred stock		$	122,251,400	$	—
Total diluted shares		$	170,778,019	$	—

	2014			2013
Income tax computed at the federal statutory rate		35	%		35	%
Valuation allowance		(35	%)		(35	%)
Total deferred tax asset		0	%		0	%

NOTE 5 - INVENTORY

~~NOTE~~Inventory consisted of the following at December ~~11 GOING~~31, ~~CONCERN~~2017 ~~AND~~and ~~UNCERTAINTY~~2016:

The Company has suffered recurring losses from operations since inception and has a working capital deficit of $473,055, as of June 30, 2014. In addition, the Company has yet to generate an internal cash flow from its business operations. These factors raise substantial doubt as to the ability of the Company to continue as a going concern.

	December 31,
		2017		2016
Finishing goods		$	10,966	$	100
Totals		$	10,966	$	100

~~Management’s plans~~NOTE ~~with~~6 regard to these matters encompass the following actions: 1) obtain funding from new investors to alleviate the Company’s working capital deficiency, and 2) implement a plan of exchange with First Choice Apparel Company LLC, which is an e-~~commerce company~~ ~~generating~~PROPERTY ~~sales~~AND revenues through online trading. The Company’s continued existence is dependent upon its ability to resolve it liquidity problems and increase profitability in its current business operations. However, the outcome of management’s plans cannot be ascertained with any degree of certainty. The accompanying financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.EQUIPMENT

~~NOTE~~Property ~~12 SUBSEQUENT~~and equipment consisted of the following at December 31, ~~EVENTS~~2017 and 2016:

On September 19, 2014, a Plan of Exchange (the “Exchange”) was executed between the Company and the First Choice Apparel Company LLC, and the stockholders of First Choice Apparel Company LLC, pursuant to which 40,000,000 shares of the Company’s common stock will be issued to the stockholders of First Choice Apparel Company LLC. Upon completion of the Exchange, First Choice Apparel Company LLC will become the Company’s wholly-owned subsidiary and the former stockholder of First Choice Apparel Company LLC then owned a ‘controlling interest’ in the Company representing 98.1% of the voting shares of the Company on a fully dilutive basis. This transaction has not yet been completed.

	December 31,
		2017			2016
Equipment		$	74,404		$	32,248
Less: accumulated depreciation		$	(23,187	)	$	(6,766	)
Property and equipment, net		$	51,217		$	34,229

~~The stock~~Depreciation ~~exchange~~expense ~~transaction has been accounted~~ for ~~as a reverse acquisition and recapitalization of~~ the ~~Company~~years ~~whereby~~ended ~~First~~December ~~Choice Apparel~~31, ~~Company~~2017 ~~LLC is deemed to be the accounting acquirer (legal acquiree)~~ and ~~the Company to be the accounting acquiree (legal~~2016 ~~acquirer). The~~was ~~accompanying consolidated financial statements are in substance those of First Choice Apparel Company LLC~~$16,402 ~~with the assets, liabilities, revenues~~ and ~~expenses~~$5, ~~of the Company being included effective from the date of stock exchange transaction. Accordingly~~057, the financial position, results of operations, and cash flows of the accounting acquirer are included for all periods presented as if the recapitalization had occurred at the beginning of the earliest period presented and the operations of the accounting acquiree are included from the date of stock exchange transactionrespectively.

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NOTE 7 - ACQUISITION AND RELATED GOODWILL

Acquisition of Cafesa:

On April 25, 2017, the Company entered into an agreement to purchase 70% of the issued and outstanding capital stock of Cafesa Co., a Florida corporation that is a coffee wholesaler (the “Acquisition”). The Company will pay a total of $420,000 in cash and stock for the interest in Cafesa. There were two initial cash payments in May and August 2017, followed by eight quarterly payments of cash and stock.

The following table summarizes the consideration paid for Cafesa and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date, as well as the fair value at the acquisition date:

	April 25,
	2017
Consideration:
Notes issued for 70% acquisition of Cafesa	$	420,000
Non-controlling interest		180,000
Total Consideration	$	600,000

Recognized amounts of identifiable assets acquired and liabilities assumed:
Tangible assets acquired:
Cash	$	2,393
Inventory		6,238
Property and equipment		24,906
Total tangible assets acquired	$	33,537

Assumed liabilities:
Accounts payable and accrued expenses	$	6,617
Total assumed liabilities	$	6,617

Net tangible assets/liabilities	$	26,920

Intangible assets acquired:
Trademarks	$	7,100
Customer lists		12,000
Total intangible assets acquired	$	19,100

Goodwill recognized	$	553,980

Goodwill:

At the time of the Acquisition, the Company allocated the purchase price to the assets acquired and liabilities assumed at their estimated fair values as of the date of Acquisition. The excess of the purchase price paid by the Company over the estimated fair value of net assets acquired has been recorded as goodwill. Goodwill represents the value associated with the acquired workforce and synergies related to the merger of the two companies.

The Company performed its annual assessment of goodwill on December 31, 2017 and determined that a full impairment to goodwill of $553,980 was necessary.

Unaudited Pro Forma Financial Information:

The unaudited pro forma consolidated statements of operations give effect to the acquisition as if it occurred at the beginning of 2016. These unaudited pro forma consolidated statements of operations are prepared by management for informational purposes and are not necessarily indicative of future results or of actual results that would have been achieved had the acquisition been consummated as of the dates presented, and should not be taken as representative of future consolidated results of operations of the Company:

	Year Ended
	December 31, 2016
	(Actual)			CAFESA		(Proforma)
NET REVENUES:
Revenues, net	$	210,508		$	207,702	$	418,210
TOTAL NET REVENUES		210,508			207,702		418,210

COST OF GOODS SOLD:
Cost of goods sold		50,512			118,545		169,057
TOTAL COST OF GOODS SOLD		50,512			118,545		169,057

GROSS PROFIT (LOSS)		159,996			89,157		249,153

OPERATING EXPENSES:
General and administrative expenses		142,560			40,440		183,000
Depreciation and amortization		5,057			—		—
Payroll and related expenses		129,179			43,406		367,062
TOTAL OPERATING EXPENSES		276,796			83,846		360,642

NET LOSS	$	(116,800	)	$	5,311	$	(111,489	)

	Year Ended
	December 31, 2017
	(Actual)			CAFESA			(Proforma)
NET REVENUES:
Revenues, net	$	47,418		$	211,246		$	258,664
TOTAL NET REVENUES		47,418			211,246			258,664

COST OF GOODS SOLD:
Cost of goods sold		32,146			102,204			134,350
TOTAL COST OF GOODS SOLD		32,146			102,204			134,350

GROSS PROFIT		15,272			109,042			124,314

OPERATING EXPENSES:
General and administrative expenses		3,257,064			30,444			3,287,508
Depreciation and amortization		6,114			11,040			17,154
Impairment of goodwill		553,980			—			553,980
Payroll and related expenses		287,283			104,709			391,992
TOTAL OPERATING EXPENSES		4,104,441			146,193			4,250,634

LOSS FROM OPERATIONS		(4,089,169	)		(37,151	)		(4,126,320	)

OTHER EXPENSE:
Interest expense, net		(309,908	)		—			(309,908	)
Other (expense) income		(4,224,631	)		—			(4,224,631	)
TOTAL OTHER EXPENSE		(4,534,539	)		—			(4,534,539	)

NET LOSS	$	(8,623,708	)	$	(37,151	)	$	(8,660,859	)

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NOTE 8 - INTANGIBLE ASSETS

The expected useful life of intangible assets is 15 years. Intangible assets consisted of the following at December 31, 2017 and 2016:

	December 31,
	2017		2016
Trademarks	$	7,100	$	—
Customer lists	$	12,000	$	—
Subtotal	$	19,100	$	—
Intangible assets, net	$	19,100	$	—

Amortization expense for the years ended December 31, 2017 and 2016 was $0 and $0, respectively.

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NOTE 9 - CONVERTIBLE NOTES

On August 28, 2013 and November 19, 2013, the Company issued convertible promissory notes in the amounts of $47,500 and $18,000, respectively. These notes bear interest at a rate of 8% per annum, and the interest rate will increase to 22% if the convertible promissory note is in default. These notes contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 58% of the average of the lowest three trading prices during the last ten day trading period, including the date of conversion. On March 14, 2014, one of the notes for $47,500 was assigned for a premium of $18,624 which was added to convertible note principal. On March 14, 2014, one of the notes for $18,000 was assigned for a premium of $3,920 which was added to convertible note principal, and on July 7, 2015 $9,000 of principal for this note was converted into 2,000,000 shares of common stock at a price of $0.00225 per share. The combined principal amount of these notes at December 31, 2017 and 2016 is $79,044, and the related accrued interest is $18,601, respectively. These notes are currently in default.

On August 28, 2013 the Company issued a 10% convertible promissory note in the principal amount of $172,000. The note bears interest at a rate of 10% per annum, and the interest rate will increase to 18% if the convertible promissory note is in default. This note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 50% of the closing bid price on the day immediately prior to conversion. The principal amount of this note at December 31, 2017 and 2016 is $172,000, and the related accrued interest is $42,666, respectively. This note is currently in default.

On February 13, 2017 the Company entered into an unsecured convertible promissory note for $25,000, due on February 13, 2018, bearing interest at 8% per annum. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. The principal amount of the note at December 31, 2017 is $25,000, and the related accrued interest is $1,764, respectively. This note is currently in default.

On February 13, 2017 the Company entered into an unsecured convertible promissory note for $95,000, due on February 13, 2018, bearing interest at 8% per annum. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. The principal amount of the note at December 31, 2017 is $95,000, and the related accrued interest is $5,830, respectively. This note is currently in default.

On March 15, 2017 the Company entered into a secured convertible promissory note for $60,000, due on March 15, 2018, bearing interest at 8% per annum and secured by the assets of the Company. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. The principal amount of the note at December 31, 2017 is $60,000, and the related accrued interest is $3,827, respectively. This note is currently in default.

On March 17, 2017 the Company entered into a secured convertible promissory note for $80,000, due on March 17, 2018, bearing interest at 15% per annum and secured by the assets of the Company. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 45% of the lowest trading price during the last fifteen trading day period, including the date of conversion. The principal amount of the note at December 31, 2017 is $80,000, and the related accrued interest is $9,534, respectively. This note is currently in default.

On March 17, 2017 the Company entered into an unsecured convertible promissory note for $60,000, due on March 17, 2018, bearing interest at 8% per annum. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. The principal amount of the note at December 31, 2017 is $60,000, and the related accrued interest is $3,814, respectively. This note is currently in default.

On March 17, 2017 the Company entered into an unsecured convertible promissory note for $25,000, due on March 17, 2018, bearing interest at 15% per annum. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 45% of the lowest trading price during the last fifteen trading day period, including the date of conversion. The principal amount of the note at December 31, 2017 is $25,000, and the related accrued interest is $2,877, respectively. This note is currently in default.

On April 7, 2017 the Company entered into an unsecured convertible promissory note for $20,000, due on April 7, 2018, bearing interest at 8% per annum. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. The principal amount of the note at December 31, 2017 is $20,000, and the related accrued interest is $1,179, respectively. This note is currently in default.

On May 3, 2017 the Company entered into an unsecured convertible promissory note for $20,000, due on May 3, 2018, bearing interest at 8% per annum. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. The principal amount of the note at December 31, 2017 is $20,000, and the related accrued interest is $1,065, respectively. This note is currently in default.

On May 3, 2017 the Company entered into a secured convertible promissory note for $60,000, due on May 3, 2018, bearing interest at 8% per annum and secured by the assets of the Company. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. The principal amount of the note at December 31, 2017 is $60,000, and the related accrued interest is $3,196, respectively. This note is currently in default.

On August 7, 2017 the Company entered into a secured convertible promissory note for $78,750, due on August 7, 2018, bearing interest at 8% per annum and secured by the assets of the Company. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. The principal amount of the note at December 31, 2017 is $78,750, and the related accrued interest is $2,537, respectively. This note is currently in default.

On December 13, 2017 the Company entered into a secured convertible promissory note for $60,000, due on September 14, 2018, bearing interest at 8% per annum and secured by the assets of the Company. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. The principal amount of the note at December 31, 2017 is $60,000, and the related accrued interest is $250, respectively. This note is currently in default.

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NOTE 10 - NOTE PAYABLE

During 2013 and 2014, the Company entered into a promissory note for $88,957 for inventory purchase. The note had no stated term and bears no interest.

NOTE 11 - RELATED PARTY TRANSACTIONS

On December 1, 2016, the Company entered into employment agreements with certain key executives with initial terms of five years and call for compensation in cash and equity in the Company as follows:

Employee	Position	Cash Compensation	Equity Compensation
Tanya Bredemeier	Chairman and COO	$ 75,000*	25%
Robert Rico	Chief Executive Office	$ 125,000	10%
Steve Polisar	Chief Legal Officer	$ 36,000*	30%
Jorge Moreno	Chief Marketing Officer	$ 40,000*	10%

*= Second year compensation will increase by 20% after corporate financing milestones are met.

Additionally, an employment agreement was entered into on May 5, 2017, with Luis Ravelo, Vice President of Operations. The agreement has a one-year renewable term with an annual salary of $104,000. As of December 31, 2017 and 2016 related party payroll liabilities totaled $165,945 and $0, respectively.

Certain employees and shareholders were granted shares of Series A preferred stock in 2017. For the years ended December 31, 2017 and 2016 employees and shareholders received a total of 100 shares of Series A preferred stock valued at $2,811,782.

The Company has received loans from related parties for working capital purposes. These unsecured loans bear interest at a rate of 6% per annum and have no repayment terms. For the years ended December 31, 2017 and 2016 the Company was (repaid) loaned a net of $(80,249) and $57,452, respectively. As of December 31, 2017 and 2016 the outstanding balance of these loans is $102,018 and $77,267, respectively.

NOTE 12 - LINE OF CREDIT

The Company has a revolving business credit line of $5,000 with one of its banks with a variable interest rate of 5% above the Prime rate of the respective bank. As of December 31, 2017, and 2016 the balance due on the line of credit was $4,936 and $5,034, respectively. The line of credit is collateralized by a certificate of deposit in the amount of $5,300, which matures on December 8, 2020.

NOTE 13 - INCOME TAXES

The provision for income taxes represents estimated federal and state income taxes. From the Company’s inception on August 20, 2015 to February 4, 2017, the Company was not subject to federal and state income taxes since it was operating as a Limited Liability Company. On February 5, 2017, as a result of the reverse merger, the Company became subject to corporate federal and state income taxes as a C corporation. The effective tax rate for the year ended December 31, 2017 was 41% and diverged from the combined federal and state statutory rates strictly due to differences in the tax rates.

Reconciliation between the statutory United States corporate income tax rate and the effective income tax rates based on continuing operations is as follows:

Year ended December 31,	2017
Income tax expense at Federal statutory rate of 35%	$	241,843
State Income tax expense (benefit), net of Federal effect		40,216
Change in valuation allowance		(282,059	)
Total	$	—

The Company did not have a deferred tax asset or liability as of December 31, 2017 and 2016.

At December 31, 2017 the Company has available net operating losses of approximately $731,000 which may be carried forward to apply against future taxable income. These losses will expire carryforward indefinitely. The net operating losses may be subject to limitations under Internal Revenue Code Section 382 should there be a 50% ownership change as determined under regulations. Deferred tax assets related to these losses have not been recorded due to uncertainty regarding their utilization.

The provisions of ASC 740 require companies to recognize in their unaudited consolidated financial statements the impact of a tax position if that position is more likely than not to be sustained upon audit, based upon the technical merits of the position. ASC 740 prescribes a recognition threshold and measurement attribute for the unaudited consolidated financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure.

Management does not believe that the Company has any material uncertain tax positions requiring recognition or measurement in accordance with the provisions of ASC 740. Accordingly, the adoption of these provisions of ASC 740 did not have a material effect on the Company’s unaudited consolidated financial statements. The Company’s policy is to record interest and penalties on uncertain tax positions, if any, as income tax expense.

The Company has not filed its applicable Federal and State tax returns for the years ended December 31, 2017 and 2016, and may be subject to penalties for noncompliance.

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NOTE 14 - EQUITY

During the year ended December 31, 2016, GHM granted an aggregate of 23% membership interests in GHM to employees pursuant to employee agreements. The fair value of the membership interests was estimated using a discounted cash flow method and market approach. GHM recorded the fair value of $7,589 as compensation expense for the year ended December 31, 2016.

Preferred Stock

As of December 31, 2017, and 2016, the Company has 19,999,900 and 20,000,000 undesignated shares of preferred stock authorized, no par value, of which nil shares are issued and outstanding.

The Company has designated 100 shares of Series A Preferred Stock for issuance. Each share of Series A Preferred Stock (i) pays no dividends, (ii) is convertible into a number of common shares equal to 2% of the issued and outstanding shares at the time of conversion, (iii) has no liquidation preference, and (v) has voting rights equal to the number of shares into which they can be converted. For the year ended December 31, 2017, the Company issued 100 shares of Series A Preferred Stock to certain employees and shareholders valued on an as if converted basis.

As of December 31, 2017, and 2016, the Company has 10,000,000 authorized shares of Series B Preferred Stock, no par value, of which nil shares are issued and outstanding. The Series B Preferred Stock carries super voting rights at a 1:1 ratio of the entire voting Common Stock eligible to vote at any time until such Series B Preferred shares are either converted, redeemed, liquidated or cancelled. The Series B Preferred Stock is convertible into common stock at a 1:1 ratio (i.e. – one share of common stock issued for each share of Series B Preferred Stock converted).

Common Stock

As of December 31, 2017, and 2016, the Company has 400,000,000 authorized shares of common stock, par value $0.001, of which 61,125,687 and 46,875,687 shares are issued and outstanding, respectively.

On February 5, 2017, as part of the reverse merger, the Company issued 7,375,687 shares of common stock (see Note 1).

On March 31, 2017, the Company issued a total of 3,750,000 shares of common stock at a price of $0.019 per share, the fair market value on the date of issuance, to two separate third parties for services rendered totaling $71,250.

NOTE 15 - WARRANTS

During the year ended December 31, 2017, the Company granted a total of 4,088,874 warrants to acquire shares of common stock at a range of $0.01 to $0.03 per share. All tranches of stock purchase warrants were issued to various note holders in connection with the issuance of convertible debt. The intrinsic value of the 4,088,874 warrants as of December 31, 2017 is $147,461.

A summary of the status of the Company’s warrants as of December 31, 2017 is presented below:

	Number of Options and Warrants

Outstanding at December 31, 2016		—

Options and warrants granted		4,088,874
Options and warrants exercised		—
Options and warrants forfeited or expired		—
Outstanding at December 31, 2017		4,088,874
Exercisable at December 31, 2017		4,088,874

The following table summarizes information about warrants as of December 31, 2017:

		Warrants Outstanding						Warrants Exercisable
Range of Exercise Prices		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price

	$0.01 to $0.03		4,088,874		2.31	$	0.03		4,088,874	$	0.03
			4,088,874		2.31	$	0.03		4,088,874	$	0.03

NOTE 16 - COMMITMENTS AND CONTINGENCIES

The Company evaluates contingencies on an ongoing basis and is not currently a party to any legal proceeding that management believes could have a material adverse effect on our results of operations.

Rent is charged at the rate of 50% of retail sales by the hotels where the Company’s kiosks are located and totaled $0 and $95,989 for the years ended December 31, 2017 and 2016, respectively, pursuant to oral agreements with the hotels.

The Company has a one year lease for approximately 225 square feet of office space located at 407 Lincoln Road, Miami Beach, FL 33139. The lease started May 1, 2017 and ended April 30, 2018. The monthly rental payments are $600 per month. This lease was extended on a month to month basis through July 2018 with the same terms.

Future minimum rentals on non-cancelable leases for the year ending December 31, 2017 are as follows:

2018	$	2,400
Thereafter		-
Total	$	2,400

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NOTE 17 - SUBSEQUENT EVENTS

On January 16, 2018, the Company issued 100,000 shares of common stock for services rendered.

On January 27, 2018, the Company issued 60,000 shares of common stock at a price of $0.05 per share for $3,000 cash.

On February 12, 2018, the Company issued 100,000 shares of common stock at a price of $0.05 per share for $5,000 cash.

On February 15, 2018, the Company entered into a strategic partnership and services agreement. On February 27, 2018, the Company issued 400,000 shares of common stock for services rendered. In addition to services rendered, the Company received 10,000,000 shares of their partner's common stock. On September 11, 2018, the partner effectuated a 1:250 reverse stock split.

On February 27, 2018, the Company issued 100,000 shares of common stock at a price of $0.05 per share for $5,000 cash.

On March 5, 2018, the Company entered into a convertible promissory note for $302,612 in settlement of previous convertible promissory notes, of which $228,750 was principal and $73,862 was interest accrued through the date of issuance of this note, due on March 5, 2019, bearing interest at 8% per annum, with an original issuance discount of $1,500. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 50% of the closing price on the trading day immediately prior to the conversion date.

On March 12, 2018, the Company issued 100,000 shares of common stock at a price of $0.05 per share for $5,000 cash.

On March 13, 2018 the Company entered into a convertible promissory note for $15,000, due on March 23, 2019, bearing interest at 15% per annum, with an original issuance discount of $1,500. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of the lower of $0.01 per share or 45% of the lowest trading price during the last twenty trading day period, including the date of conversion. In addition to this note, the Company granted 500,000 warrants to purchase common stock at an exercise price of $0.10 per share expiring on March 23, 2023.

On April 25, 2018, the Company issued to 56,000 shares of common stock at a price of $0.05 per share for $2,800 cash.

On May 8, 2018, the Company issued to a related party 1 share of Series A preferred stock for $25,000 cash.

On May 10, 2018 the Company entered into a secured convertible promissory note for $20,000, due on May 10, 2019, bearing interest at 8% per annum and secured by the assets of the Company. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last twenty trading day period, including the date of conversion.

On May 31, 2018, the Company issued to the Company’s accountant 1 share of Series A preferred stock for $25,000 cash.

On June 1, 2018, the Company issued to a related party 1 share of Series A preferred stock for $25,000 cash.

On June 25, 2018 the Company entered into a secured convertible promissory note for $32,000, due on June 25, 2019, bearing interest at 8% per annum and secured by the assets of the Company. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last twenty trading day period, including the date of conversion.

On July 7, 2018 the Company entered into a finance agreement for the purchase of a vehicle totaling $32,529, of which $5,350 was paid on the date of signing. The terms of this agreement include 72 monthly payments of $377 beginning on August 21, 2018 with an annual interest rate of 7.04%.

On July 9, 2018, the Company entered into a two year lease for office and warehouse space located at 2300 NW 7th Place, Miami, FL 33127. The lease began July 12, 2018 and ends July 1th, 2020. The monthly rental payments are $1,495 per month for year 1 and $1,548 per month for year 2 of the lease.

On July 25, 2018, the Company issued 65,000 shares of common stock at a price of $0.05 per share for $3,250 cash.

On July 26, 2018, the Company issued 100,000 shares of common stock at a price of $0.10 per share for $10,000 cash.

On July 28, 2018 the Company entered into a finance agreement for the purchase of a vehicle totaling $36,331, of which $4,850 was paid on the date of signing. The terms of this agreement include 72 monthly payments of $437 beginning on September 11, 2018 with an annual interest rate of 8.94%.

On August 2, 2018, the Company issued 1 share of Series A preferred stock for $25,000 cash.

On August 19, 2018, the Company issued 21,000 shares of common stock at a price of $0.05 per share for $1,050 cash.

On September 2, 2018 the Company entered into a convertible promissory note for $12,500, due on September 1, 2019, bearing interest at 10% per annum. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest intraday trading price during the last five trading day period, including the date of conversion.

On September 17, 2018 the Company entered into a secured convertible promissory note for $40,000, due on September 17, 2020, bearing interest at 12% per annum and secured by the assets of the Company. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of $0.02 per share.

On September 20, 2018, the Company issued 3,000,000 shares of common stock at a price of $0.02 per share for $60,000 cash.

On September 20, 2018, the Company issued to a related party 250,000 shares of common stock at a price of $0.02 per share for $5,000 cash.

On October 26, 2018 the Company entered into a secured convertible promissory note for $100,000, due on October 26, 2020, bearing interest at 12% per annum and secured by the assets of the Company. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of $0.02 per share.

On October 30, 2018 the Company entered into a finance agreement for the purchase of a vehicle totaling $36,981, of which $5,500 was paid on the date of signing. The terms of this agreement include 72 monthly payments of $437 beginning on December 14, 2018 with an annual interest rate of 7.44%.

On October 31, 2018, the Company entered into a five year consulting agreement including a commencement bonus of 100,000 shares of common stock valued at $0.12 per share for a total of $12,000 with an additional 400,000 shares of common stock to be issued after established targets have been achieved.

On December 4, 2018, the Company issued to a related party a 1/2 share of Series A preferred stock for $12,500 cash.

On December 7, 2018, the Company issued the Company’s accountant a 1/2 share of Series A preferred stock for $12,500 cash.

On December 13, 2018 the Company entered into a secured convertible promissory note for $30,000, due on October 26, 2020, bearing interest at 12% per annum and secured by the assets of the Company. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of $0.02 per share.

On December 31, 2018 the Company entered into a finance agreement for the purchase of a vehicle totaling $35,701, of which $1,500 was paid on the date of signing. The terms of this agreement include 75 monthly payments of $456 beginning on February 14, 2019 with an annual interest rate of 6.99%.

On December 31, 2018 the Company entered into a secured convertible promissory note for $35,000, due on May 10, 2019, bearing interest at 8% per annum and secured by the assets of the Company. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last twenty trading day period, including the date of conversion.

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On January 3, 2019, the Company entered into a secured convertible promissory note for $63,309, due on January 3, 2020, bearing interest at 8% per annum and secured by the assets of the Company. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last twenty trading day period, including the date of conversion.

On January 13, 2019, the Company entered into a two year lease for office and warehouse space located at 761 NW 23 Street, Miami, FL 33127. The lease began February 1, 2019 and ends January 31, 2021. The monthly rental payments are $1,601 per month for year 1 and $1,657 per month for year 2 of the lease.

On February 6, 2019, the Company issued 100,000 shares of common stock at a price of $0.05 per share for $5,000 cash.

On February 25, 2019, the Company issued 150,000 shares of common stock at a price of $0.04667 per share for $7,000 cash.

On March 1, 2019, the Company issued 50,000 shares of common stock at a price of $0.05 per share for $2,500 cash.

On March 12, 2019, the Company entered into a secured promissory note for $50,000, due on July 12, 2019, bearing interest at 8% per annum and secured by 60 shares of Series A preferred stock. This note was further extended through October 12, 2019.

On March 12, 2019, the Company filed an amendment to their Articles of Incorporation to increase the number of authorized shares of Series A Preferred Stock from 100 shares to 200 shares.

On March 28, 2019, the Company issued 200,000 shares of common stock at a price of $0.025 per share for $5,000 cash.

On April 1, 2019, the Company issued 25,000 shares of common stock at a price of $0.04 per share for $1,000 cash.

On April 12, 2019, the Company entered into a secured senior convertible promissory note for $100,000, due on October 26, 2020, bearing interest at 12% per annum and secured by the assets of the Company. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a conversion prices per share of $0.02.

On April 25, 2019, the Company entered into two secured convertible promissory note for $33,000 each totaling $66,000, due on April 25, 2020, bearing interest at 10% per annum, each with an original issuance discount of $3,000 and secured by the assets of the Company. Both convertible promissory notes contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate equal to the lower of $.11 per share or 50% of the lowest trading price during the last twenty trading day period, including the date of conversion. In addition to the notes, the Company granted 75,000 warrants to purchase common stock at an exercise price of $0.11 per share expiring on April 25, 2022.

On May 1, 2019, The Board of Directors approved a bonus to three of the Company's executives in the form of 37 Series A Preferred Shares.

On May 2, 2019, the Company issued 5,714,286 shares of common stock at a price of $0.035 per share for $200,000 cash.

On May 13, 2019, the Company issued 142,857 shares of common stock at a price of $0.035 per share for $5,000 cash.

On May 16, 2019, the Company issued 5,714,286 shares of common stock at a price of $0.035 per share for $200,000 cash.

On May 21, 2019, the Company issued 2,857,143 shares of common stock at a price of $0.035 per share for $100,000 cash.

On May 22, 2019, the Company issued 285,714 shares of common stock at a price of $0.035 per share for $10,000 cash.

On June 1, 2019, the Company entered into a six month consulting agreement including a commencement bonus of 250,000 shares of common stock valued at $0.19 per share for a total of $47,500.

On June 26, 2019, the Company issued 571,429 shares of common stock at a price of $0.035 per share for $20,000 cash.

On July 8, 2019, the Company issued 285,714 shares of common stock at a price of $.035 per share of $10,000 cash.

On July 18, 2019, the Company issued 285,714 share of common stock at a price of $.035 per share of $10,000 cash.

On July 19, 2019, the Company issued 4 shares of Series A Preferred Stock for services rendered.

Management has evaluated all transactions and events after the balance sheet date through the date on which these financials were available to be issued, and except as already included in the notes to these consolidated financial statements, has determined that no additional disclosures are required.

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Filing Compare · GRAND HAVANA INC.