~~U.S.~~UNITED ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q~~STATES

~~Mark One~~SECURITIES AND EXCHANGE COMMISSION

~~[ X] QUARTERLY~~Washington, ~~REPORT~~D.C. ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~ 20549

~~For the~~FORM ~~quarterly period ended March 31, 2015~~ 10-Q

[ þ ~~] TRANSITION~~ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~transition~~quarter ~~period~~ended ~~from~~March ~~______~~31, ~~to _______~~ 2019

~~Commission~~¨ TRANSITION ~~File~~REPORT ~~No.~~PURSUANT ~~000-55037~~TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~JunkieDog.com, Inc.~~For ~~(F/K/A~~the ~~Unique~~transition ~~Underwriters,~~period ~~Inc.)~~from ________ ~~(Exact~~to ~~name of registrant as specified in its charter)~~ ________

~~Nevada~~Commission ~~(State~~file ornumber: ~~Other Jurisdiction of Incorporation or Organization) 5961 (Primary Standard Industrial Classification Number) 27~~333-~~0631947 (IRS EmployerIdentification Number)~~172850

~~121 North~~GRAND ~~Commercial~~HAVANA ~~Drive,~~INC.

~~Mooresville,~~(Exact NCName ~~28815~~of Registrant as Specified in Its Charter)

(704) 902-5380

Nevada		27-0631947
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

~~(Address and~~761 ~~telephone~~NW ~~number~~23rd ofStreet, ~~principal~~Miami, ~~executive offices)~~Florida 33127

~~Securities Registered Under Section 12~~(b)Address of ~~the~~Principal ~~Exchange~~Executive ~~Act: None~~ Offices, including Zip Code)

~~Securities Registered~~Tel ~~Under Section 12(g) of the Exchange Act~~No.: ~~Common~~ ~~Stock, $0.001 par value (Title of class)~~ 800-608-5441

~~Indicate by~~(Registrant’s ~~check~~telephone ~~mark~~number, ~~if the registrant is a well-known seasoned issuer as defined by Rule 405 of the Securities Act Yes [ ]~~including Noarea ~~[X].~~ code)

~~Indicate by~~Securities ~~check~~registered ~~mark if the registrant is not required to file reports~~ pursuant to ~~Rule 13 or~~ Section 1512(db) of the Act: ~~Yes [ ] No [X].~~ None

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]

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	GHAV	OTC Pink Market Exchange

Indicate by check mark whether the registrant (1) has ~~submitted~~filed ~~electronically~~all ~~and~~reports ~~posted on its corporate Web site, if any, every Interactive Data File~~ required to be ~~submitted~~filed ~~and~~by ~~posted~~Section 13 ~~pursuant~~or to15(d) ~~Rule 405~~ of ~~Regulation~~the ~~S-T~~Securities Exchange ~~(§232.405~~Act of ~~this~~1934 ~~chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to ~~submit~~file such reports), and ~~post~~(2) has been subject to such ~~files).~~filing ~~Yes~~requirements [for ~~] No [~~the Xpast 90 ]days. Yes ¨ No þ

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant ~~delinquent~~has ~~filers~~submitted inelectronically ~~response~~every Interactive Data File required to ~~Item~~be submitted pursuant to Rule 405 of Regulation S-KT (~~Section 229~~§ 232.405 of this chapter) ~~is not~~during ~~contained herein, and will not be contained, to~~ the ~~best~~preceding ~~knowledge,~~12 months ~~in definitive proxy~~ (or ~~information~~for ~~statements incorporated~~such byshorter ~~reference~~period inthat ~~Part~~the ~~III~~registrant ofwas ~~this~~required ~~Form 10-K or any amendment~~ to ~~this~~submit ~~Form~~such ~~10-K~~files). ~~[ ]~~ Yes ¨ No þ

Indicate by check mark whether the registrant is a large accelerated ~~filed~~filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or aan 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 ~~[ ]~~¨ Smaller reporting company ~~[X]~~ þ Emerging growth company þ

~~Indicate~~If an emerging growth company, indicate by ~~checkmark~~check ~~whether~~mark if the registrant ishas aelected ~~shell~~not ~~company~~to ~~(as~~use ~~defined~~the inextended ~~Rule~~transition ~~12b-2~~period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act). ~~Yes [ ] No [X]~~ ¨

~~State the~~Indicate ~~aggregate market value of the voting and non-voting common equity held~~ by ~~non-affiliates computed by reference to the price~~check atmark ~~which~~whether the ~~common~~registrant ~~equity~~is ~~was~~a ~~sold,~~shell orcompany ~~the average bid and asked price of such common equity,~~ (as ofdefined ~~the~~in ~~last~~Rule 12b-2 ~~business day~~ of ~~the~~ ~~registrant’s most recently completed fiscal quarter: $1,337,184. For purposes of this computation, all directors and executive officers of~~ the ~~registrant are considered to be affiliates of the registrant~~Act). Yes ¨ No þ

~~Indicate the~~The number of shares outstanding of ~~each of~~ the ~~issuer~~registrant’s classes of common stock, as of ~~the~~October ~~most~~20, ~~practicable~~2020 ~~date:~~ was 132,224,189 shares.

Class	Outstanding as of June 25, 2015
Common Stock: $0.001 par value	44,775,656

INDEX

Table of Contents

		Page
	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements		F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		4
Item 4.	Controls and Procedures		4

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		5
Item 1A.	Risk Factors		5
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		5
Item 3.	Defaults Upon Senior Securities		5
Item 4.	Mine Safety Disclosures		5
Item 5.	Other Information		5
Item 6.	Exhibits		6
SIGNATURES			7

~~(1)~~CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

~~TABLE~~The information contained in this Report, including OFin ~~CONTENTS~~the documents incorporated by reference into this Report, includes some statements that are not purely historical and that are “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our Company and management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, results of operations, and the expected impact of the offering on the parties’ individual and combined financial performance. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

PART I	FINANCIAL INFORMATION	PAGE #
Item I	Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheet	3
	Condensed Consolidated Statement of Operations	4
	Condensed Consolidated Statement of Cash Flows	5
	Notes to the Condensed Consolidated Financial Statements	6
Item 2	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	16
Item 3	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4	Controls and Procedures	20
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	21
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3	Defaults Upon Senior Securities	21
Item 4	Mine safety disclosures	21
Item 5	Other Information	21
Item 6	Exhibits	22
	Signatures	23

The forward-looking statements contained in this Report are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date hereof.

~~Table~~Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of ~~Contents~~activity, performance, 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 following discussion should be read in conjunction with our unaudited financial statements and the related notes included in this Report.

~~(2)~~PART I. FINANCIAL INFORMATION

CONTENTS
CONDENSED Consolidated BALANCE SHEETS....................................................................	1
CONDENSED Consolidated STATEMENTS OF OPERATIONS.............................................	2
CONDENSED Consolidated STATEMENTS OF CASH FLOWS............................................	3
NOTES TO THE CONDENSED Consolidated FINANCIAL STATEMENTS..........................	4

Item 1. Unaudited Financial Statements

~~Table~~Index ofTo ~~Contents~~Unaudited Consolidated Financial Statements

(3)


Unaudited Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018			F-2
Unaudited Consolidated Statements of Operations for the Three Months Ended March 31, 2019 and 2018			F-3
Unaudited Consolidated Statements of Changes in Stockholders’ Deficit for The Three Months Ended March 31, 2019 and 2018			F-4
Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018			F-5
Notes to Unaudited Consolidated Financial Statements			F-6

JUNKIEDOG.COM, INC. (F/K/A UNIQUE UNDERWRITERS, INC.)
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2015 AND JUNE 30, 2014
		2015			2014
		(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS:
Cash	$	33,251		$	—
Accounts receivable		2,078			—
Inventory		191,400			—
TOTAL CURRENT ASSETS		226,729			—
Goodwill		3,197,832			—
Fixed assets, net		33,833			—
		3,231,665			—
TOTAL ASSETS	$	3,458,394		$	—
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Bank Overdraft	$	819		$	4,682
Accounts payable		89,691			32,508
Accrued expenses		222,020			222,020
Accrued payroll taxes		42,592			42,592
Customer deposit		1,500			1,500
Accrued interest		24,216			4,803
Revenue share notes		65,000			—
Loans payable-related parties		41,862			6,200
Obligations for factored receivables		39,205			39,205
Derivative liabilities		235,273			53,318
Convertible notes payable (net of $24,672 discount)		339,557			66,229
TOTAL CURRENT LIABILITIES		1,101,735			473,057
LONG-TERM LIABILITIES
Long Term Notes		—			—
TOTAL LONG-TERM LIABILITIES		—			—
TOTAL LIABILITIES	$	1,101,735		$	473,057
STOCKHOLDERS EQUITY (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)		—			—
authorized; 44,775,656 and 775,656 shares issued and outstanding at March 31, 2015 and June 30, 2014, respectively)		44,776			776
Additional paid in capital		14,246,976			11,294,080
Accumulated deficit		(11,935,091	)		(11,767,911	)
TOTAL STOCKHOLDERS EQUITY (DEFICIT)		2,356,661			(473,055	)
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)	$	3,458,394		$	0

F-1

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

Table of Contents

Grand Havana, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)

	March 31			December 31
	2019			2018
ASSETS

CURRENT ASSETS:
Cash	$	1,351		$	1,463
Accounts receivable, net		3,783			4,302
Inventory, net		7,697			1,549
Prepaid expenses and other current assets		16,292			10,514
Total Current Assets		29,123			17,828

Property and equipment, net		255,275			224,219
Right-of-use asset - operating lease		51,862			—
Security deposits		1,400			1,400
Intangible assets, net		16,660			16,978
Certificate of deposit		5,300			5,300
TOTAL ASSETS	$	359,620		$	265,725

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	462,657		$	390,569
Accrued interest		228,680			180,684
Convertible notes, net		891,392			755,043
Notes payable		152,842			102,188
Loans payable - related parties		417,018			417,018
Right-of-use liabilities - operating lease		32,021			—
Line of credit		4,946			4,995
Derivative liabilities		13,291,640			12,244,301
Payroll liabilities - related parties		287,995			282,543
Payroll liabilities		64,165			52,160
Preferred stock liability		—			125,000
Total Current Liabilities		15,833,356			14,554,501

Long term portion of convertible loans, net		170,000			170,000
Long term portion of notes payable		79,936			83,486
Long term Right-of-use liabilities - operating lease		19,996
TOTAL LIABILITIES	$	16,103,288		$	14,807,987

STOCKHOLDERS' DEFICIT:
Undesignated Preferred stock, $0.001 par value, 19,999,900 shares authorized; no shares issued and outstanding, as of March 31, 2019 and December 31, 2018, respectively		—			—
Preferred Series A stock, $0.001 par value, 200 and 100 shares authorized, respectively; 105 and 100 shares issued and outstanding, respectively		1			1
Preferred Series B stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding, respectively		—			—
Common stock, $0.001 par value, 400,000,000 shares authorized; 76,569,065 and 74,116,845 shares issued and outstanding, respectively		76,569			74,117
Additional paid-in capital		2,830,315			2,567,250
Accumulated deficit		(18,814,226	)		(17,347,076	)
Total Grand Havana stockholders' deficit		(15,907,341	)		(14,705,708	)

Non-controlling interest		163,673			163,446

TOTAL STOCKHOLDERS' DEFICIT		(15,743,668	)		(14,542,262	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	359,620		$	265,725

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

~~(4)~~F-2

JUNKIEDOG.COM, INC. (F/K/A UNIQUE UNDERWRITERS, INC.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2015 AND 2014
(UNAUDITED)
	THREE MONTHS ENDED						NINE MONTHS ENDED
		2015			2014			2015			2014
REVENUES:
Insurance sales commissions	$	—		$	29,676		$	6,992		$	127,275
Lead sales commissions		—			—			—			177,058
Online Revenue		224,047			—			575,425			—
Total revenue		224,047			29,676			582,417			304,333
Cost of sales		(281,154	)		(1,353	)		(525,451	)		(157,246	)
Gross profit (loss)		(57,107	)		28,323			56,966			147,087
EXPENSES:
Consulting fees		—			24,976			—			59,793
Contract labor		—			—			—			43,720
Payroll and related taxes		30,362			—			41,261			—
Computer/internet expenses		949			108			1,936			5,401
Credit card processing fees		—			—			—			5,671
Professional fees		4,697			2,359			22,329			42,678
Insurance expense		—			—			—			3,745
Rent		—			9,688			—			35,981
Depreciation		5,153			175			11,230			484
Other general and administrative expenses		22,075			—			42,821			28,055
Bad debt expense		—			1,780			—			1,780
Total expenses		63,235			39,086			119,577			227,307
Loss from operations		(120,342	)		(10,762	)		(62,611	)		(80,220	)
OTHER INCOME (EXPENSE)
Gain on derivative liabilities		—			6,162			—			—
Interest expense		(47,717	)		(6,331	)		(104,572	)		(46,021	)
Loss before income taxes		(168,059	)		(10,932	)		(167,183	)		(126,241	)
Provision for income taxes		—			—			—			—
Net Loss	$	(168,059	)	$	(10,932	)	$	(167,183	)	$	(126,241	)
Basic and fully diluted net loss per common share:		*			*			*			*
Weighted average common shares outstanding		43,620,100			77,565,612			29,885,145			77,565,612
* Less than .01 per share
The accompanying notes are an integral part of these condensed consolidated financial statements.

Index

Table of Contents

Grand Havana, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)

	For the three months
	ended March 31,
	2019			2018

NET REVENUES:
Revenues, net	$	42,835		$	50,627
TOTAL NET REVENUES		42,835			50,627

COST OF GOODS SOLD:
Cost of goods sold		28,637			27,026
TOTAL COST OF GOODS SOLD		28,637			27,026

GROSS PROFIT		14,198			23,601

OPERATING EXPENSES:
General and administrative expenses		178,427			138,913
Depreciation and amortization		11,996			4,269
Payroll and related expenses		103,395			194,800
TOTAL OPERATING EXPENSES		293,818			337,982

(LOSS) FROM OPERATIONS		(279,620	)		(314,381	)

OTHER INCOME (EXPENSE):
Interest expense, net		(236,733	)		(281,552	)
Change in derivative liabilities		(950,570	)		3,503,047
Other income		—			190
TOTAL OTHER INCOME (EXPENSE)		(1,187,303	)		3,221,685

NET INCOME (LOSS)		(1,466,923	)		2,907,304

LESS: NET (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTEREST		(227	)		(189	)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(1,467,150	)	$	2,907,115

NET INCOME (LOSS) PER COMMON SHARE:
Basic	$	(0.02	)	$	0.05
Diluted	$	(0.02	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
Basic		75,442,347			64,505,244
Diluted		75,442,347			223,484,612

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

~~(5)~~F-3

JUNKIEDOG.COM, INC. (F/K/A UNIQUE UNDERWRITERS, INC.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED March 31, 2015 AND 2014
(Unaudited)
		2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(167,183	)	$	(126,241	)
Adjustments to reconcile net loss to net cash
used in operations:
Stock issued for services rendered		—			10,800
Amortization of debt discount		77,787			35,265
Depreciation		11,230			484
Amortization of debt discount		—			2,500
Imputed interest		—			—
Changes in operating assets and liabilities
Accounts receivable		(2,078	)		1,780
Rent Deposit		—			4,578
Inventory		(126,304	)		—
Accounts payable		30,146			(14,053	)
Accrued expense		—			5,110
Accrued interest		19,413			2,730
NET CASH USED IN OPERATING ACTIVITIES		(156,989	)		(77,048	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of furniture and computers		(7,490	)		(1,315	)
Cash acquired		37,065			—
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		29,575			(1,315	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Loans from related parties		662			—
Repayment of loans from related parties		—			(17,500	)
Advances from third party		—			41,331
Repayment of advance from third party		—			(18,795	)
Proceeds from revenue share agreements		215,000			63,000
Repayment of amounts for revenue sharing		(55,000	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		160,662			68,036
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		33,251			(10,327	)
CASH AND CASH EQUIVALENTS,
BEGINNING OF THE PERIOD		—			10,586
END OF THE PEROID	$	33,251		$	262
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest Paid	$	104,572		$	—
Income Taxes Paid	$	—		$	—
SCHEDULE OF NONCASH FINANCING ACTIVITIES:
Stock issued for repayment of loan and accrued interest	$	10,400		$	—
Acquistion of First Choice Apparel:
Issuance of common stock	$	3,000,000		$	—
Assumed debt		117,229			—
Derivatives		189,200			—
Goodwill		(3,197,832	)		—
Inventory		(33,959	)		—
Property and equipment		(37,573	)		—
Cash Acquired	$	37,065		$	—
The accompanying notes are an integral part of these condensed consolidated financial statements.

Index

Table of Contents

Grand Havana, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Deficit
For the Three Months Ended March 31, 2019 and 2018
(Unaudited)

	Preferred Stock												Additional					Non-
	Class A				Class B				Common Stock				Paid in		Accumulated			controlling
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Interest		Total

Balances, December 31, 2018		100	$	1		—	$	—		74,116,845	$	74,117	$	2,567,250	$	(17,347,076	)		163,446	$	(14,542,262	)

Issuance of preferred class A shares as settlement of liability		5		—		—		—						125,000		—			—		125,000

Shares issued as compensation		—		—		—		—		1,551,820		1,552		67,425		—			—		68,977

Issuance of shares for cash		—		—		—		—		500,000		500		19,000		—			—		19,500

Issuance of shares as settlement of debt		—		—		—		—		400,400		400		1,600		—			—		2,000

Resolution of derivative liability through APIC		—		—		—		—		—		—		50,040		—			—		50,040

Net Income (Loss)		—		—		—		—		—		—		—		(1,467,150	)		227		(1,466,923	)

Balances, March 31, 2019		105	$	1		—	$	—		76,569,065	$	76,569	$	2,830,315	$	(18,814,226	)		163,673	$	(15,743,668	)

Balances, December 31, 2017		100	$	1		—	$	—		61,125,687	$	61,126	$	1,991,817	$	(8,776,179	)		167,435	$	(6,555,800	)

Issuance of shares for cash		—		—		—		—		460,000		460		20,540		—			—		21,000

Issuance of shares as settlement of accounts payable - related party		—		—		—		—		500,000		500		39,500		—			—		40,000

Shares issued as compensation		—		—		—		—		3,500,000		3,500		189,750		—			—		193,250

Net Income		—		—		—		—		—		—		—		2,907,115			189		2,907,304

Balances, March 31, 2018		100	$	1		—	$	—		65,585,687	$	65,586	$	2,241,607	$	(5,869,064	)		167,624	$	(3,394,246	)

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

~~(6)~~F-4

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

Notes to Condensed Consolidated Financial Statements

Grand Havana, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
	For the three months
	ended March 31,
	2019		2018

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) before non-controlling interest	$	(1,466,923)	$	2,907,304
Adjustment to reconcile change in net (loss) income to net cash and cash equivalents used in operating activities:
Depreciation expense		11,678		3,102
(Gain) on sale of equipment		-		(190)
Amortization of intangibles		318		1,167
Loss on settlement of accounts payable - related party		-		2,000
Default interest capitalized into convertible note payable		47,875
Amortization of debt discount		138,974		266,269
Change in derivative liabilities		950,570		(3,503,047)
Stock-based compensation		68,977		193,250
Amortization of right-of-use assets - operating lease		6,128		-

Changes in operating assets and liabilities:
Accounts receivable		519		1,909
Inventory		(6,148)		9,766
Prepaid expenses and other current assets		(5,778)		-
Accounts payable and accrued expenses		72,088		57,047
Accrued interest		47,996		(38,108)
Lease liability		(5,973)		-
Payroll and related liabilities		12,005		(3,412)
Payroll and related liabilities - related parties		5,452		43,877

NET CASH USED IN OPERATING ACTIVITIES		(122,242)		(59,066)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(42,734)		(5,022)
Proceeds from sale of equipment		-		499

NET CASH USED IN INVESTING ACTIVITIES		(42,734)		(4,523)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes payable		98,309		13,500
Net proceeds from notes payables		47,104		-
Net (repayments towards) advances from line of credit		(49)		54
Proceeds from sale of common stock		19,500		21,000

NET CASH PROVIDED BY FINANCING ACTIVITIES		164,864		34,554

Net decrease in cash		(112)		(29,035)

Cash, beginning of year		1,463		30,185

Cash, end of period	$	1,351	$	1,150

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	1,895	$	-
Cash paid for taxes	$	-	$	-

NON-CASH ACTIVITIES:
Initial recognition of right-of-use asset and lease liability	$	57,990	$	-
Debt discounts on convertible notes payable	$	146,809	$	316,112
Resolution of derivative liability through APIC	$	50,040	$
Issuance of preferred stock for settlement of preferred stock liability	$	125,000	$	-
Conversion of debt and accrued interest into common stock	$	2,000	$	-
Common stock issued for settlement of accounts payable - related party	$	-	$	38,000
Increase in principal of convertible notes due to default provisions	$		$	53,362

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

~~As of March 31, 2015~~F-5

~~NOTE 1 BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~Index

~~Junkiedog.com,~~GRAND ~~Inc. F/K/A Unique Underwriters~~HAVANA, ~~Inc~~INC. ~~(the~~AND ~~“Company”) was incorporated in the State of Texas in 2009 in the name of Unique Underwriters, Inc.~~SUBSIDIARIES

~~On June~~Notes ~~9, 2014, the Board of Directors 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~~Consolidated ~~change~~Financial 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. This change of domicile will become effective upon the filing of articles of merger with the Secretary of State of the states of Texas and Nevada in accordance with applicable state laws.Statements

On June 9, 2014, UUWR’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.”. (Unaudited)

~~On September~~NOTE ~~19,~~1 ~~2014,~~– JunkieDog.com, Inc. entered into a Plan of Exchange with First Choice Apparel, an online wholesale website for clothing and other quality items. Under the agreement JunkieDog.com, Inc. agreed to acquire certain assets and liabilities of First Choice Apparel for 40,000,000 restricted shares of common stock, valued at $3,000,000 on the date of the transaction. Subsequent to entering into this agreement, both parties agreed to amend the agreement from a Plan of Exchange to an Asset Acquisition Agreement and to account for the transaction, based on those terms. As reflected in our financial statements, JunkieDog.com, Inc. will report all revenue and expenses, as well as the agreed upon assets and liabilities, from the original date of the agreement dated September 19, 2014.ORGANIZATION

~~The stock~~Grand ~~exchange~~Havana ~~transaction~~Inc. ~~has~~f/k/a ~~been~~Junkiedog.com, ~~accounted for as an asset acquisition of the Company whereby First Choice Apparel Company~~Inc. ~~LLC is deemed to be the accounting acquirer~~ (~~legal acquiree) and~~ the “Company ~~to be the accounting acquiree (legal acquirer~~”)~~. The accompanying~~ ~~consolidated~~was ~~financial~~incorporated ~~statements are~~ in ~~substance those of First Choice Apparel Company LLC, with~~ the ~~assets,~~State ~~liabilities, revenues and expenses,~~ of ~~the~~Texas ~~Company~~in ~~being~~2009 ~~included~~as ~~effective~~Unique ~~from the date of stock exchange transaction. Accordingly~~Underwriters, ~~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 transactionInc.

~~The Company~~On ~~recorded~~April 25, 2017, the Company entered into an agreement to purchase ~~consideration~~70% of the issued and ~~resulting~~outstanding ~~goodwill~~capital stock of Cafesa Co., a Florida corporation that is a coffee wholesaler. Cafesa became a majority owned subsidiary of Grand Havana Master LLC. During the fourth quarter of 2019, the Company determined to shut down Cafesa Co. and started to build up customer base on its own effort for the same coffee distribution business in the same geographical area. After analyzing the affect by the criteria provided by ASC 205-20-55, the Company has concluded that the abandonment of Cafesa Co. should not be considered as ~~follows:~~“discontinued operations” since the abandonment does not represent a strategic shift that has (or will have) a major affect on the Company’s operations and financial results.

Purchase Consideration:
Common Stock	$	3,000,000
Assumed Debt		117,229
Derivatives		189,200
Assets Acquired:
Cash acquired		(37,065	)
Inventory		(33,959	)
Plant, Property and Equipment		(37,573	)
Goodwill	$	3,197,832

On June 3, 2019, the Company filed Articles of Organization as a Domestic Limited Liability Company with the Florida Secretary of State creating a new wholly owned subsidiary, Grand Master Brands LLC (“GMB”). The business purpose of GMB is to provide marketing and sales services for the Company’s products to retail businesses.

~~Table~~Grand ofHavana, ~~Contents~~Inc. and its subsidiaries, Grand Havana Master LLC, Cafesa Co., Grand Master Brands LLC, Unique Underwriters, Inc., are hereinafter referred to as the “Company”.

~~(7)~~F-6

~~Basis of Presentation and Consolidation~~Index

~~The financial~~NOTE ~~statements~~2 ~~include~~- ~~the~~SUMMARY ~~accounts~~OF ofSIGNIFICANT ~~the Company and its wholly owned subsidiary, First Choice Apparel, under the accrual~~ACCOUNTING ~~basis of accounting. All intercompany transactions and balances have been eliminated in consolidation.~~POLICIES

~~Interim~~BASIS ~~financial~~OF ~~statements~~PRESENTATION

The ~~accompanying~~interim ~~condensed~~unaudited consolidated financial statements have been prepared byin ~~the~~accordance ~~Company~~with ~~without~~accounting ~~audit.~~principles Ingenerally ~~the~~accepted ~~opinion~~in ofthe ~~management,~~United ~~all~~States ~~adjustments~~and ~~necessary~~should tobe ~~present~~read ~~the~~in ~~financial~~conjunction ~~position,~~with ~~results~~the ofaudited ~~operations~~financial statements and ~~cash~~notes ~~flows~~thereto for the ~~stated~~years ~~periods~~ended ~~have~~December ~~been~~31, ~~made.~~2018 ~~Except~~and as2017 ~~described~~which ~~below,~~are ~~these~~included ~~adjustments~~on ~~consist~~a ~~only~~Form of10-K ~~normal~~filed ~~and~~on ~~recurring~~February ~~adjustments~~10, 2020. ~~Certain~~In ~~information~~the ~~and~~opinion ~~note~~of ~~disclosures~~management, ~~normally~~all ~~included~~adjustments which include normal recurring inadjustments, necessary to fairly present the Company’s ~~annual~~ financial ~~statements~~position, ~~prepared~~results inof ~~accordance~~operations ~~with~~and ~~accounting~~cash ~~principles~~flows ~~generally~~for ~~accepted in~~ the periods ~~United~~shown ~~States of America~~ have been ~~condensed~~reflected ~~or omitted~~herein. ~~These~~The ~~condensed~~results ~~financial~~of ~~statements~~operations ~~should~~for besuch ~~read~~periods inare ~~conjunction~~not ~~with a~~necessarily ~~reading~~indicative of the ~~Company’s~~results ~~consolidated~~expected for ~~financial~~a ~~statements~~full ~~and~~year ~~notes~~or ~~thereto~~for ~~included~~any infuture ~~the~~period. ~~Company’s~~Notes ~~Form~~to ~~10-K annual report filed with~~ the ~~Securities~~financial ~~and~~statements ~~Exchange~~which ~~Commission~~would ~~(SEC)~~substantially onduplicate ~~January~~the 7,disclosures contained ~~2015.~~in ~~Interim~~the ~~results~~audited offinancial ~~operations~~statements for ~~the three~~years ~~and nine months~~ ended ~~March~~December 31, ~~2015~~2018 ~~are~~have ~~not~~been ~~necessarily indicative of future results for the full year~~omitted.

~~Management’s Use~~PRINCIPLES ofOF ~~Estimates~~CONSOLIDATION

The ~~preparation~~ ofaccompanying unaudited financial statements ~~in conformity with accounting principles generally accepted in the United States of America~~ ~~requires~~reflect ~~management to make estimates and assumptions that affect~~ the ~~reported~~consolidation ~~amounts~~ of ~~assets and liabilities at~~ the ~~date~~individual ~~of the~~unaudited financial statements ~~and the reported amounts~~ of ~~revenues~~Grand ~~and~~Havana, ~~expenses~~Inc., ~~during~~Grand ~~the~~Havana ~~reporting~~Master ~~periods.~~LLC, ~~Actual results could~~Unique ~~differ~~Underwriters, ~~from~~Inc, ~~those~~and ~~estimates.~~Cafesa ~~The financial statements above reflect all of the costs of doing business~~Co. ~~The~~All ~~Company’s~~ significant ~~estimates~~ ~~include~~intercompany ~~the~~accounts ~~valuation~~and oftransactions ~~stock-based~~have ~~compensation~~been ~~and embedded derivatives~~eliminated.

~~Reclassification~~RECLASSIFICATION

Certain ~~amounts~~ ~~in the~~ prior ~~years'~~year ~~financial~~amounts ~~statements~~ have been reclassified to conform ~~with~~ to the current ~~year~~period presentation. These reclassifications had no impact on net earnings and the financial position of the Company.

~~Cash~~FAIR ~~and~~VALUE ~~Cash~~OF ~~Equivalents~~FINANCIAL INSTRUMENTS

~~For~~GAAP requires certain disclosures regarding ~~purposes~~the fair value of ~~the~~financial ~~Statements~~instruments. The fair value of ~~Cash~~financial ~~Flows~~instruments is made as of a specific point in time, ~~the~~based on ~~Company~~relevant ~~considers~~information ~~highly~~about ~~liquid~~financial ~~investments~~markets ~~with~~and anspecific ~~original~~financial ~~maturity~~instruments. ofAs ~~three~~these ~~months~~estimates are subjective in nature, orinvolving ~~less~~uncertainties toand matters of significant judgment, they cannot be ~~cash~~determined ~~equivalents~~with precision. Changes in assumptions can significantly affect estimated fair values.

~~Revenue~~GAAP defines fair value as the price that would ~~Recognition~~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~~GAAP establishes a fair value hierarchy that ~~Company~~requires ~~applies~~an ~~paragraph~~entity ~~605-10-S99-1~~to ofmaximize the ~~FASB~~use ~~Accounting~~of ~~Standards~~observable ~~Codification~~inputs ~~for~~and ~~revenue~~minimize ~~recognition.~~the ~~The~~use ~~Company~~of ~~recognizes revenue~~unobservable inputs when ~~services~~measuring ~~are~~fair ~~realized~~value. A orfinancial ~~realizable~~instrument's ~~and~~categorization ~~earned~~within ~~less~~the ~~estimated~~fair ~~future~~value ~~doubtful~~hierarchy ~~accounts.~~is ~~The~~based ~~Company~~upon ~~considers~~the ~~revenue~~degree of subjectivity that is necessary ~~realized~~to orestimate ~~realizable~~the ~~and~~fair ~~earned~~value ~~when~~of ~~all~~a financial instrument. GAAP establishes three levels of ~~the~~inputs ~~following~~that ~~criteria~~may ~~are~~be ~~met~~used to measure fair value:

~~(i)~~Level ~~persuasive~~1 ~~evidence~~– ofLevel an1 ~~arrangement~~applies ~~exists,~~to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 – Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (iiless active markets); ~~the~~or ~~services~~model-derived ~~have~~valuations ~~been~~in ~~rendered~~which ~~and~~significant inputs ~~all~~are ~~required~~observable ~~milestones~~or ~~achieved~~can be derived principally from, or corroborated by, observable market data.

~~(iii)~~Level ~~the~~3 ~~sales~~– ~~price~~Level is3 ~~fixed~~applies to assets or liabilities ~~determinable,~~for ~~and~~which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

~~(iv) Collectability is reasonably assured.~~F-7

Our wholly owned subsidiary, First Choice Apparel recognizes revenue from product sales or services rendered when the following four criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured.Index

We ~~evaluate~~The ~~whether~~following ittable ispresents ~~appropriate to record~~ the ~~gross~~derivative ~~amount~~financial ofinstruments, ~~product~~recorded ~~sales~~at ~~and~~fair ~~related~~value ~~costs~~on or the ~~net~~Company’s ~~amount~~balance ~~earned as commissions.~~sheets ~~Generally,~~on ~~when we are primarily obligated in~~ a ~~transaction,~~recurring ~~are subject to inventory risk~~basis, ~~have latitude in establishing prices~~ and ~~selecting~~their ~~suppliers,~~level orwithin ~~have~~the ~~several~~fair ~~but~~value ~~not~~hierarchy ~~all~~as of ~~these~~March ~~indicators~~31, ~~revenue~~2019 ~~is recorded at the gross sale price. We generally record the net amounts as commissions earned if we are not primarily obligated~~ and doDecember ~~not have latitude in establishing prices. Such amounts earned are determined using a fixed percentage~~31, ~~a fixed-payment schedule, or a combination of the two.~~2018:

Product sales represent revenue from the sale of products and related shipping fees where we are the seller of record. Product sales and shipping revenues, net of promotional discounts, rebates, and return allowances, are recorded when the products are shipped and title passes to customers. Retail sales to customers are made pursuant to a sales contract that provides for transfer of both title and risk of loss upon our delivery to the carrier.

	Fair Value Measurements at March 31, 2019
	Total		Level 1		Level 2		Level 3
Convertible notes payable	$	12,488,225	$	—	$	—	$	12,488,225
Warrants	$	803,415	$	—	$	—	$	803,415

Table of Contents

	Fair Value Measurements at December 31, 2018
	Total		Level 1		Level 2		Level 3
Convertible notes payable	$	11,418,125	$	—	$	—	$	11,418,125
Warrants	$	826,176	$	—	$	—	$	826,176

~~(8)~~The Company uses a multinomial lattice model that values the derivative liability within the convertible notes and warrants based on probability weighted discounted cash flow model. The fair values of the conversion option and the attached warrants were estimated using a binomial model with the following assumptions:

Shipping and Handling

	As of March 31, 2019
	Conversion		Warrants
	Option		Warrants
Volatility		126.00%-486.65%		225.42%-748.56%
Dividend Yield		0%		0%
Risk-free rate		2.27%-2.44%		2.21%-2.40%
Expected term		0.11-1.58 years		0.87-3.98 years
Stock price	$	0.13	$	0.13
Exercise price	$	0.005-0.072	$	0.01-0.13
Derivative liability fair value	$	12,488,225	$	803,415

Shipping and handling costs are treated as a cost of sales and are reflected on the statement of operations as a reduction of gross profit. For the three and nine months periods ended March 31, 2015, we recorded $-0- and $53,266 in shipping and handling expenses, included in our total cost of sales of $281,154 and $525,451, respectively.

	As of December 31, 2018
	Conversion		Warrants
	Option		Warrants
Volatility		207.03%-699.96%		339.96%-982.13%
Dividend Yield		0%		0%
Risk-free rate		2.48%-2.63%		2.46%-2.63%
Expected term		0.18-1.82 years		1.12-4.23 years
Stock price	$	0.13	$	0.13
Exercise price	$	0.005-0.083	$	0.012-0.10
Derivative liability fair value	$	11,418,125	$	826,176

~~Inventories~~ The following table presents a summary of the Company’s derivative liabilities as of March 31, 2019 and 2018:

Inventories, consisting of products available for sale, are primarily accounted for using the FIFO method, and are valued at the lower of cost or market value. This valuation requires us to make judgments, based on currently-available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category. Currently, all of our inventory are finished goods purchased from other suppliers.

	March 31,		March 31,
Description	2019		2018
Beginning balance	$	12,244,301	$	4,960,740
Proceeds, payments and conversions		96,769		316,112
Total change in fair value		950,570		(3,503,047	)
Ending balance	$	13,291,640	$	1,773,805

~~Property and Equipment~~F-8

Property and equipment is recorded at cost, and depreciated over the estimated useful lives of the assets using principally the straight-line method. When items are retired, or otherwise disposed of, income is charged or credited for the difference between net book value and proceeds realized. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized.Index

~~The range of estimated useful lives used to calculated depreciation for principal items of property and equipment are as follows:~~ LEASES

Asset Category		Depreciation/Amortization Period
Plant Equipment		15 Years
Furniture and Fixture		3 Years
Office Equipment		3 Years
Leasehold improvements		5 Years

On January 1, 2019, the Company adopted ASU 2016-02 (Topic 842) using the modified retrospective method. The Company leases approximately 1,800 square feet of office and warehouse space located at 2300 NW 7th Place, Miami, LF 33127. We have a 2-year lease at a cost of $1,495 per month for the first year and $1,548 per month for the second year of the lease. The lease expires in June 2020. 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, effective February 1, 2019 through January 31, 2021. The monthly rental payments are $1,607 per month for the first year and $1,657 per month for the second year of the lease. At the time of adoption, the Company recognized a right of use asset and corresponding liability in the amount of $57,990, respectively. The incremental borrowing rate , used for this calculation, which is the rate of interest that a lessee would have to pay to borrow the funds to acquire a similar underlying asset, is 15.27%. The new standard also provides practical expedients for a company’s ongoing accounting. The Company elected the short-term lease recognition exemption under which leases with a lease term of 12 months or less are not recorded on the Consolidated Balance Sheet, but rather, lease expense is recognized over the lease term on a straight-line basis. The Company also made an accounting policy election to combine lease and non-lease components of operating leases for all asset classes. As of March 31, 2019, the ROU asset is $51,862. As of March 31, 2019, the current and long-term portion of lease liabilities are $32,021, and $19,996, respectively. For the three months ended March 31, 2019, the Company recognized amortization of ROU assets of $6,128 and reduction of lease related liability in the amount of $5,973.

~~Loss Per~~EARNINGS ~~Share~~(LOSS) PER SHARE

~~Net~~The ~~loss~~Company utilizes the guidance per ~~common~~ASC ~~share~~260, Earnings isPer ~~computed~~Share. ~~pursuant~~Basic toearnings ~~section 260-10-45~~per ofshare is calculated on the ~~FASB~~weighted ~~Accounting~~effect ~~Standards~~of ~~Codification.~~all ~~Basic~~common ~~net~~shares ~~loss~~issued ~~per~~and ~~share~~outstanding and is ~~computed~~calculated by dividing net income(loss) available to common stockholders by the weighted average ~~number of~~ shares ~~of common stock~~ outstanding during the period. Diluted ~~net~~earnings ~~loss~~ per share is ~~computed~~calculated by dividing net income(loss) 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 ~~stock~~shares ~~and~~that would be issued assuming conversion of all potentially dilutive securities outstanding. For the three months ended March 31, 2019, there were 266,355,844 shares issuable upon exercise of ~~common~~outstanding convertible notes, warrants and Series A preferred stock ~~during~~which ~~each~~have been ~~period~~excluded as anti-dilutive. For the three ~~and nine~~ months ~~periods~~ ended March 31, ~~2015~~2018, ~~378~~there were 25,~~400~~161,417 shares ofissuable ~~common~~upon ~~stock~~exercise of ~~underlying~~outstanding convertible ~~debt~~notes, ~~are~~2,646,577 ~~not included~~shares inissuable ~~the~~upon ~~calculations~~exercise of ~~diluted~~outstanding ~~loss~~warrants, ~~per~~and ~~share~~131,171,374 asshares ~~the~~issuable upon ~~impact~~exercise of ~~the~~outstanding ~~potential~~Series ~~common~~A ~~shares~~Preferred ~~would~~stock beconsidered ~~antidilutive~~for their dilutive effects.

~~Table~~The reconciliation of ~~Contents~~basic and diluted earnings (loss) per share is as follows:

(9)

	For three months ended
	March 31,
	2019			2018
Basic net income (loss)	$	(1,467,150	)	$	2,907,115
(Less) Back: Change in derivative liabilities		—			(3,503,047	)
Add Back: Amortization of Debt discount		—			266,269
Diluted Net Income (Loss)	$	(1,467,150	)	$	(329,663	)

Basic and dilutive shares
Weight average basic shares outstanding		75,442,347			64,505,244
Shares issuable from Convertible notes		—			25,161,417
Shares issuable from Warrants		—			2,646,577
Shares issuable from Series A Preferred Stock		—			131,171,374
Dilutive Shares		75,442,347			223,484,612

Income (Loss) Per Share:
Basic	$	(0.02	)	$	0.05
Diluted	$	(0.02	)	$	(0.00	)

~~Stock-Based Compensation~~NEW ACCOUNTING PRONOUNCEMENTS

~~The~~In ~~Company~~January ~~accounts~~2017, ~~for stock-based compensation using~~ the ~~fair~~FASB ~~value~~issued ~~method following the~~ guidance ~~set~~within ~~forth~~ASU in2017-04, ~~section 718~~Intangibles-10Goodwill ~~of the~~and ~~FASB~~Other. ~~Accounting~~The ~~Standards~~amendments ~~Codification~~in ~~for~~ASU ~~disclosure about Stock~~2017-~~Based~~04 ~~Compensation. This section requires a public entity~~simplify ~~to measure~~ the ~~cost~~subsequent ofmeasurement ~~employee services received in exchange for an award~~ of ~~equity~~goodwill ~~instruments~~by ~~based~~comparing on the ~~grant-date~~ fair value of ~~the~~a ~~award~~reporting (unit with ~~limited~~its ~~exceptions)~~carrying amount. ~~That~~ASU ~~cost~~2017-04 ~~will~~is effective befor ~~recognized~~fiscal ~~over~~years ~~the~~beginning ~~period~~after ~~during~~December ~~which~~15, an2019. ~~employee~~We isare ~~required to~~currently ~~provide~~evaluating ~~service in exchange for~~ the ~~award-~~impact the ~~requisite~~adoption ~~service~~of ~~period~~this ~~(usually~~new ~~the vesting period). No compensation cost~~standard iswill ~~recognized~~have ~~for~~on ~~equity~~our ~~instruments~~financial ~~for~~position ~~which~~and ~~employees~~results doof ~~not render the requisite service~~operations.

~~Goodwill~~In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in ASU 2018-13 provide for increased effectiveness of the disclosures made around fair value measurements while including consideration for costs and ~~Other~~benefits. ~~Intangible~~The ~~Assets~~ASU is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those periods. The Company is currently evaluating the impact the adoption of ASU 2018-13 may have on its consolidated financial statements.

~~The Company adopted Statement of Financial Accounting Standard (“FASB”) Accounting Standards Codification (“ASC”) Topic 350 Goodwill and~~ Other ~~Intangible~~pronouncements ~~Assets,~~issued ~~effective~~by ~~July 1, 2002. In accordance with (“ASC Topic 350”) "Goodwill and Other Intangible Assets", goodwill represents~~ the ~~excess~~FASB ~~of the purchase price and related costs over~~or ~~the~~other ~~value~~authoritative ~~assigned~~accounting tostandards ~~net~~groups tangible and identifiable intangible assets of businesses acquired, and accounted for, under the purchase method acquired in business combinations is assigned to reporting units that are expected to benefit from the synergies of the combination as of the acquisition date. Under this standard, goodwill and intangibles with ~~indefinite~~future ~~useful~~effective ~~lives~~dates are noeither ~~longer amortized.~~not ~~The~~applicable ~~Company assesses goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter;~~ or ~~more~~are ~~frequently~~not ifexpected events and circumstances indicate impairment may have occurred in accordance with ASC Topic 350. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, the Company records an impairment loss equal to ~~the~~ ~~difference. ASC Topic 350 also requires that the fair value of indefinite-lived purchased intangible assets~~ be ~~estimated and~~ ~~compared~~significant to ~~the~~our ~~carrying~~financial ~~value.~~position, ~~The~~results ~~Company recognizes an impairment loss when the estimated fair value~~ of ~~the~~operations ~~indefinite-lived purchased~~or ~~intangible~~cash ~~assets is less than the carrying value~~flows.

~~Fair Value for Financial Assets and Financial Liabilities~~F-9

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes 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) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:Index

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.

NOTE 3 – GOING CONCERN

The Company’s unaudited consolidated ~~carrying~~financial ~~amounts~~statements have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the ~~Company’s~~realization ~~financial~~of assets and liquidation of liabilities in the normal course of business. The Company has incurred net loss of $1,467,150 ~~such~~for asthe ~~cash~~three months ended March 31, ~~accounts~~2019. ~~payable~~Cash on hand will not be sufficient to cover debt repayments, ~~accrued~~operating expenses and capital expenditure requirements for at least twelve months from the consolidated balance sheet date. As of March 31, ~~customer~~2019 and December 31, 2018, the Company had working capital deficits $15,804,233 and $14,536,673, ~~deposits~~respectively. Our historical operating results raise substantial doubt exists related to the Company’s ability to continue as a going concern. In order to continue as a going concern, ~~obligations~~the ~~for~~Company ~~factored~~will ~~receivables~~need, among other things, additional capital resources. Management’s plan is to seek equity and/or ~~convertible~~debt ~~notes~~financing. ~~payable~~However, ~~approximate~~management ~~their~~cannot ~~fair~~provide ~~values~~any ~~because~~assurances ofthat the ~~short~~Company ~~maturity~~will be successful in accomplishing any of ~~these~~its ~~instruments~~plans.

~~The~~There are no assurances that the Company’s ~~derivative~~will be ~~liabilities~~able ~~related~~to either (1) achieve a level of revenues adequate to ~~convertible~~ ~~debt~~generate ~~are~~sufficient ~~measured~~cash atflow ~~fair~~from ~~value~~operations; onor a(2) ~~recurring~~obtain ~~basis~~additional financing through either private placements, ~~using~~public ~~level~~offerings 3and/or ~~inputs~~bank financing necessary to support the Company's working capital requirements. ~~There~~To ~~were~~the noextent ~~assets~~that funds generated from operations, any private placements, public offerings and/or ~~liabilities~~bank financing ~~measured~~are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional atfinancing ~~fair~~will ~~value~~be available, or if available, will be on terms acceptable to the Company. The ability of the Company to continue as a ~~nonrecurring~~going ~~basis~~concern ~~during~~is dependent upon its ability to successfully accomplish the ~~three~~plans described in the preceding paragraph and eventually ~~nine~~secure ~~months~~other ~~ended~~sources ~~March~~of ~~31,~~financing ~~2015~~and attain profitable operations. The accompanying unaudited consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~Recent Accounting~~NOTE ~~Pronouncements~~4 – FIXED ASSET

~~The Company~~Property ~~has reviewed all recently issued, but not yet effective, accounting pronouncements~~ and ~~does~~equipment ~~not~~consisted ~~believe~~of the ~~future~~following ~~adoption~~ as of ~~any~~March ~~such pronouncements may be expected to cause a material impact on its consolidated financial condition or the consolidated~~31, ~~results~~2019 ofand ~~its~~December ~~operations.~~31, 2018:

Table of Contents

	March 31,			December 31,
	2019			2018
Equipment	$	193,910		$	151,177
Vehicles		106,081			106,080
Less: Accumulated depreciation		(44,716	)		(33,038	)
Property and equipment, net	$	255,275		$	224,219

~~(10)~~Depreciation expense for the three months ended March 31, 2019 and 2018 were $11,678 and $3,102, respectively. During the first quarter of 2019, the Company purchased property and equipment for $42,734.

~~NOTE 2 INCOME TAXES~~F-10

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes. Index

~~ASC 740-10~~NOTE ~~prescribes~~5 a–CONVERTIBLE recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. The Company classifies interest and penalties as a component of interest and other expenses. To date, the Company has not been assessed, nor has the Company paid, any interest or penalties. NOTES

~~The~~ On February 13, 2017, the Company ~~measures~~entered ~~and~~into an ~~records~~unsecured ~~uncertain~~convertible ~~tax~~promissory ~~positions~~note byfor ~~establishing~~$25,000, due on February 13, 2018, bearing interest at 8% per annum. This convertible promissory note contains a ~~threshold~~provision for conversion at the ~~financial~~holder's ~~statement~~option ~~recognition~~including ~~and~~accrued ~~measurement~~interest, into the Company's common ofstock at a ~~tax~~rate ~~position~~of ~~taken~~55% orof ~~expected~~the tolowest betrading ~~taken~~price induring athe ~~tax~~last ~~return.~~fifteen ~~Only~~trading ~~tax~~day ~~positions~~period, ~~meeting~~including the ~~more-likely-than-not~~date ~~recognition~~of conversion. ~~threshold~~During atthe first quarter of 2019, the ~~effective~~principal ~~date~~increased ~~may~~by be$2,500 ~~recognized~~as ora ~~continue~~result toof bedefault ~~recognized~~penalty. ~~All~~As of March 31, 2019 and December 31, 2018, the ~~Company's~~outstanding ~~tax~~balance ~~years~~of ~~are~~the ~~subject~~note towas $27,500 and $25,000, respectively and the related accrued interest was $8,850 ~~examination~~and $7,200, respectively. This note is currently in default bearing a default interest rate of 24%.

AtOn ~~March~~February 3113, ~~2015~~2017, the Company ~~had~~entered ~~federal~~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. During the first quarter of 2019, the principal increased by $9,500 as a result of default penalty. As of March 31, 2019 and ~~state~~December ~~net~~31, ~~operating~~2018, ~~loss~~the ~~carry~~outstanding ~~forwards~~balance of ~~approximately~~the 11note was $104,~~935~~500 and $95,~~091~~000, ~~that~~respectively, ~~expire~~and the related accrued interest was $31,603 and $25,333, respectively. This note is currently in ~~various~~default ~~years~~bearing ~~through~~a ~~the~~default ~~year~~interest ~~2034~~rate of 24%.

~~NOTE~~On March 15, 2017, the Company entered into ~~3 FIXED~~a ~~ASSETS~~ 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. During the first quarter of 2019, the principal increased by $6,000 as a result of default penalty. As of March 31, 2019 and December 31, 2018, the outstanding balance of the note was $66,000 and $60,000, respectively, and the related accrued interest was $20,200 and $16,240, respectively. This note is currently in default bearing a default interest rate of 24%.

~~Fixed~~On March 17, 2017, the Company entered into ~~assets~~an ~~were~~unsecured ~~comprised~~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 ~~following~~lowest trading price during the last fifteen trading day period, including the date of conversion. During the first quarter of 2019, the principal was increased by $6,000 as a result of default penalty. As of March 31, ~~2015:~~ 2019 and December 31, 2018, the outstanding balance of the note was $66,000 and $60,000, respectively, and the related accrued interest was $11,680 and $9,040, respectively. This note is currently in default bearing a default interest rate of 24%.

	March 31, 2015
Cost:
Furniture	$	4,011
Equipment		29,942
Computers		27,438
Leasehold Improvement		1,322
Total		62,713
Less: Accumulated depreciation		(28,880	)
Loss on disposal of fixed assets		—
Property and equipment, net	$	33,833

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. During the first quarter of 2019, the principal was increased by $2,000 as a result of default penalty. As of March 31, 2019, and December 31, 2018, the outstanding balance of the note was $22,000 and $20,000, respectively, and the related accrued interest was $6,413 and $5,093, respectively. This note is currently in default bearing a default interest rate of 24%.

~~Depreciation expense was $~~F-11~~,230 and $484 for the nine months ended March 31, 2015 and 2014, respectively.~~

~~Table of Contents~~Index

~~(11)~~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. During the first quarter of 2019, the principal was increased by $2,000 as a result of default penalty. As of March 31, 2019, and December 31, 2018, the outstanding balance of the note was $22,000 and $20,000, and the related accrued interest was $4,806 and $4,524, respectively. This note is currently in default bearing a default interest rate of 24%.

~~NOTE~~On May 3, 2017, the Company entered into a ~~4 NOTES~~secured ~~PAYABLE~~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. During the first quarter of 2019, the principal was increased by $6,000 as a result of default penalty. As of March 31, 2019, and December 31, 2018, the outstanding balance of the note was $66,000 and $60,000, respectively, and the related accrued interest was $14,418 and $13,573, respectively. This note is currently in default bearing a default interest rate of 24%.

On ~~September~~August 237, ~~2014~~2017, the Company entered into a ~~profit~~secured ~~sharing~~convertible ~~agreement~~promissory note for ~~certain~~$78,750, ~~inventory~~due ~~being~~on ~~acquired.~~August ~~The~~7, ~~unrelated party~~2018, ~~loaned~~bearing ~~the~~interest ~~Company $20,000~~at ~~for~~8% ~~sixty~~per ~~days.~~annum ~~The~~and ~~loan~~secured ~~agreement~~by ~~was~~the ~~not~~assets of ~~evidenced~~the byCompany. ~~any~~This convertible promissory ~~notes,~~note ~~but~~contains ~~rather~~a ~~verbal~~provision ~~agreements~~for ~~between~~conversion at the ~~unrelated~~ ~~party~~holder's ~~and~~option including accrued interest, into the Company's ~~The~~common ~~loan~~stock ~~will~~at bea ~~repaid~~rate ~~from~~of ~~the~~55% ~~sale~~ of the ~~inventory~~lowest ~~acquired~~trading ~~with~~price ~~these~~during ~~funds and~~ the ~~Company agreed~~last tofifteen ~~pay~~trading aday ~~profit~~period, ~~share~~including the date of conversion. During the ~~sale~~first quarter of ~~this~~2019, ~~inventory~~the upprincipal towas increased by $47,~~000,~~875 ~~which~~as ~~will~~a beresult ~~recorded~~of asdefault ~~interest~~penalty and on the ~~financial~~company ~~statements~~converted $2, as000 of the ~~amounts~~principal ~~above~~to ~~$20~~400,~~000~~400 ~~are~~shares ~~paid~~of common stock at $0.005 ~~There~~per ~~will~~shares. bePlease norefer ~~additional~~to ~~interest~~note 8 onfor ~~the~~further ~~loan~~discussion. ~~The~~As ~~Company~~of ~~repaid~~March ~~this~~31, ~~loan~~2019, onand December 17 31, ~~2014~~2018, ~~reducing~~the outstanding balance of the ~~notes~~note ~~payable~~was by$84,625 and $2078,~~000~~750, respectively, and ~~incurring~~the related accrued interest was $415,~~000~~221 and $12,600, respectively. This note is currently in default bearing a default interest ~~expense~~rate of 24%.

On ~~October~~ 2December 13, ~~2014~~2017, the Company entered into a ~~profit~~secured ~~sharing~~convertible ~~agreement~~promissory note for ~~certain~~$60,000, ~~inventory~~due ~~being~~on ~~acquired.~~September ~~The~~14, ~~unrelated party~~2018, ~~loaned~~ ~~the~~bearing ~~Company~~interest ~~$15,000~~at ~~for~~8% ~~sixty~~per ~~days.~~annum ~~The~~and ~~loan~~secured ~~agreement~~by ~~was~~the assets ~~not~~of ~~evidenced~~the byCompany. ~~any~~This convertible promissory ~~notes,~~note ~~but~~contains ~~rather~~a ~~verbal~~provision ~~agreements between~~for conversion at the ~~unrelated~~holder's ~~party~~option ~~and~~including accrued interest, into the Company's ~~The~~common ~~loan~~stock ~~will~~at bea ~~repaid~~rate ~~from~~of ~~the~~55% ~~sale~~ of the ~~inventory~~lowest ~~acquired~~trading ~~with~~price ~~these~~during ~~funds and~~ the ~~Company~~last ~~agreed~~fifteen totrading ~~pay~~day aperiod, including ~~profit~~the ~~share~~date of conversion. During the ~~sale~~first quarter of ~~this~~2019, ~~inventory~~the upprincipal towas increased by $36,000, ~~which~~as ~~will~~a beresult ~~recorded~~of asdefault penalty. ~~interest~~As onof ~~the financial~~March ~~statements~~31, as2019, ~~the~~and ~~amounts~~December ~~above~~31, ~~$15~~2018,~~000~~ ~~are~~the ~~paid.~~outstanding ~~There~~balance ~~will~~of bethe nonote ~~additional~~was ~~interest~~$66,000 onand ~~the~~$60,000, ~~loan.~~respectively, and ~~The~~the ~~Company~~related ~~repaid this~~accrued ~~loan~~interest onwas ~~November 10~~$7,938 ~~2014~~and $5,520, ~~reducing~~respectively. ~~the~~This ~~notes~~note ~~payable~~is bycurrently ~~$15,000~~in ~~and~~default ~~incurring~~bearing ~~$3,000~~a indefault interest rate ~~expense~~of 24%.

On ~~October~~ 28January 8, ~~2014~~2019, the Company entered into a ~~profit~~secured ~~sharing~~convertible ~~agreement~~promissory note for ~~certain~~$35,000, ~~inventory~~due ~~being~~on ~~acquired.~~December ~~The~~31, ~~unrelated party~~2019, ~~loaned~~ ~~the~~bearing ~~Company~~interest ~~$20,000~~at ~~for~~8% ~~sixty~~per ~~days.~~annum ~~The~~and ~~loan~~secured ~~agreement~~by ~~was~~the assets ~~not~~of ~~evidenced~~the byCompany. ~~any~~This convertible promissory ~~notes,~~note ~~but~~contains ~~rather~~a ~~verbal~~provision ~~agreements between~~for conversion at the ~~unrelated~~holder's ~~party~~option ~~and~~including accrued interest, into the Company's ~~The~~common ~~loan~~stock ~~will~~at bea ~~repaid~~rate ~~from~~of ~~the~~55% ~~sale~~ of the ~~inventory~~lowest ~~acquired~~trading ~~with~~price ~~these~~during ~~funds~~the ~~and~~last fifteen trading day period, including the ~~Company~~date ~~agreed~~of toconversion. ~~pay~~As aof ~~profit~~March ~~share~~31, of2019, the ~~sale~~outstanding balance of ~~this~~the ~~inventory~~note upwas to $435,000, ~~which~~and ~~will~~the berelated ~~recorded as~~ accrued interest onwas ~~the financial~~$667. ~~statements,~~As asof ~~the~~filling ~~amounts above $20~~date,~~000~~ ~~are~~this ~~paid.~~note ~~There~~is ~~will~~in bedefault nobearing ~~additional~~a default interest onrate ~~the~~of ~~loan~~16%.

On ~~November~~ 14January 3, ~~2014~~2019, the Company entered into a ~~profit~~secured ~~sharing~~convertible ~~agreement~~promissory note for ~~certain~~$63,309, ~~inventory~~due ~~being~~on ~~acquired.~~January ~~The unrelated party~~3, ~~loaned~~ ~~the Company $20~~2020,~~000~~ ~~for~~bearing ~~sixty~~interest ~~days.~~at ~~The~~8% ~~loan~~per ~~agreement~~annum ~~was~~and ~~evidenced~~secured by ~~a promissory notes between~~ the ~~unrelated party~~ ~~and~~assets of the Company. ~~The~~This ~~loan~~convertible ~~will~~promissory benote ~~repaid~~contains ~~from~~a ~~the~~provision ~~sale~~for ofconversion at the ~~inventory~~holder's ~~acquired~~option ~~with~~including ~~these~~accrued interest, ~~funds~~into ~~and~~ the Company's ~~agreed~~common tostock ~~pay~~ at a ~~profit~~rate ~~share~~of 55% of the ~~sale~~lowest oftrading ~~this~~price ~~inventory~~during upthe tolast $4fifteen trading day period,~~000,~~ including ~~which~~the ~~will~~date beof ~~recorded~~conversion. asIn ~~interest~~connection onwith the ~~financial~~issuance ~~statements~~of convertible notes, as the ~~amounts~~Company ~~above~~also ~~$20~~granted 73,~~000~~046 ~~are~~warrants to ~~paid~~acquire common stock at $0.13 ~~There~~per ~~will~~share, beplease norefer ~~additional~~to ~~interest~~Note on9 ~~the~~for ~~loan~~further discussion. ~~The~~As ~~Company~~of ~~repaid~~March ~~this~~31, ~~loan~~2019, onthe ~~January~~outstanding ~~15,~~balance ~~2015~~of the note was $63,309, ~~reducing~~and the ~~notes~~related ~~payable~~accrued byinterest was $201,~~000~~221. ~~and~~As ~~incurring~~of $4filling date,~~000~~ this note is in default bearing a default interest ~~expense~~rate of 16%.

~~On February~~As 2,of ~~2015~~March 31, ~~the~~2019 ~~Company~~and ~~entered~~December ~~into a profit sharing agreement for certain inventory being acquired. The unrelated party~~31, ~~loaned~~2018, the Company ~~$25,000~~has ~~for~~outstanding ~~sixty~~convertible ~~days. The loan agreement was a promissory~~ notes, ~~between~~net ~~the~~of ~~unrelated~~debt ~~party~~discount, ~~and~~in the ~~Company The~~amount ~~loan will be repaid from the sale~~ of ~~the~~$1,061,392 ~~inventory acquired with these funds~~ and ~~the~~$925,043, ~~Company agreed to pay a profit share~~respectively. ofDuring the ~~sale~~three ofmonths ~~this~~ended ~~inventory~~March ~~up to $5~~31,~~000,~~ ~~which will be recorded as interest on the financial statements~~2019, as the ~~amounts~~Company ~~above~~ amortized $25138,~~000~~974 ~~are~~of ~~paid.~~debt ~~There~~discount ~~will~~while berecognizing no$146,809 in additional debt ~~interest~~discount on ~~the~~convertible ~~loan~~notes payable.

On February 4, 2015, the Company entered into a profit sharing agreement for certain inventory being acquired. The unrelated party, loaned the Company $25,000 for sixty days. The loan agreement was evidenced by a promissory notes between the unrelated party and the Company The loan will be repaid from the sale of the inventory acquired with these funds and the Company agreed to pay a profit share of the sale of this inventory up to $5,000, which will be recorded as interest on the financial statements, as the amounts above $25,000 are paid. There will be no additional interest on the loan. F-12

On February 25, 2015, the Company entered into a profit sharing agreement for certain inventory being acquired. The unrelated party, loaned the Company $75,000 for sixty days. The loan agreement was not evidenced by any promissory notes, but rather verbal agreements between the unrelated party and the Company The loan will be repaid from the sale of the inventory acquired with these funds and the Company agreed to pay a profit share of the sale of this inventory up to $15,000, which will be recorded as interest on the financial statements, as the amounts above $75,000 are paid. There will be no additional interest on the loan. Index

~~On March~~NOTE ~~10,~~6 ~~2015,~~– ~~the~~NOTES Company entered into a profit sharing agreement for certain inventory being acquired. The unrelated party, loaned the Company $15,000 for sixty days. The loan agreement was not evidenced by any promissory notes, but rather verbal agreements between the unrelated party and the Company The loan will be repaid from the sale of the inventory acquired with these funds and the Company agreed to pay a profit share of the sale of this inventory up to $3,000, which will be recorded as interest on the financial statements, as the amounts above $15,000 are paid. There will be no additional interest on the loan. PAYABLES

~~Table~~During 2018, the Company entered into four loans for the purchase of ~~Contents~~and secured by vehicles with terms of 72 to 75 months and interest rates ranging from 6.99% to 8.94%. The combining outstanding balance on these notes is $93,821 and $96,717 as of March 31, 2019 and December 31, 2018, respectively.

(On March 12), 2019, the Company entered into a secured promissory note for $50,000, due on October 11, 2019, bearing interest at 8% per annum and secured by the assets of the Company. As of March 31, 2019, the outstanding balance of the note was $50,000, and the related accrued interest was $219. This note was repaid subsequent to period end.

NOTE ~~5 LOANS~~7 ~~PAYABLE-~~– RELATED PARTIES TRANSACTIONS

~~Loans~~During ~~payable to related parties were $41~~2018,~~862~~ ~~and~~the ~~$6,200~~Company asentered ofinto ~~March~~various stock ~~31,~~purchase ~~2015~~agreements ~~and~~with ~~June~~various ~~30,~~members ~~2014,~~of ~~respectively. The funds borrowed from~~ the ~~Company’s former~~Board ~~officer~~of ~~and~~Directors ~~stockholder were~~ to ~~fund~~issue ~~the~~a ~~Company’s~~total ~~daily~~of ~~operations.~~137,000 ~~The~~share ~~loan~~of ~~agreements~~common ~~were~~stock ~~not evidenced by any~~for ~~promissory~~$0.05 ~~notes,~~per ~~but~~share ~~rather~~and ~~verbal~~5 ~~agreements~~shares ~~between~~of ~~the~~Preferred ~~related~~Series ~~parties~~A ~~and~~stock ~~the~~for ~~Company.~~$25,000 ~~These~~per ~~advances~~share ~~are~~for ~~non-interest~~a ~~bearing and~~total ~~due~~of ~~on demand~~$131,850.

~~NOTE~~During the first quarter of 2019, the Company ~~6 OBLIGATIONS~~entered ~~FOR~~into ~~FACTORED~~various ~~RECEIVABLES~~stock purchase agreements with various members of the Board of Directors to issue a total of 300,000 share of common stock for totaling $14,500.

During ~~the year ended June 30~~2017, ~~2014,~~ the Company received ~~proceeds~~loans of totaling $45102,~~073~~018, ~~pursuant~~from torelated ~~third~~parties ~~party~~for ~~merchant~~working ~~agreements~~capital ~~providing~~purposes. ~~for~~These ~~the~~unsecured ~~sale of~~loans ~~future~~bear ~~cash~~interest ~~receipts~~ at a ~~discount~~rate of 156%. ~~The~~per ~~Company~~annum ~~repaid~~and have ~~$34,755~~no ~~and~~repayment ~~defaulted~~terms. onThese ~~remaining~~notes ~~payments.~~are ~~The~~due ~~Company~~on ~~incurred factoring~~demand and bear no interest. ~~charges~~As ~~totaling~~of ~~$28~~March 31,~~887.~~ ~~These~~2019 ~~amounts~~and ~~are~~December in31, ~~default~~2018, ~~and~~the ~~total~~outstanding balance on these related party notes were $39102,~~205~~018, asand ofthe ~~March~~related 31accrued interest was $11,216 ~~2015~~and $9,703, respectively.

~~NOTE~~As part of the Cafesa acquisition on April ~~7 CONVERTIBLE~~25, ~~NOTES~~2017, ~~PAYABLE~~the ~~AND~~Company ~~DERIVATIVE~~is ~~LIABILITIES~~required to make cash and stock payments totaling $315,000 to a related party. No repayments or borrowings were made during the first quarter of 2019 and the full year of 2018. As of March 31, 2019 and December 31, 2018, the outstanding balance due to this related party was $315,000. The Company is currently involved in a lawsuit with the note holder. Please refer to Note 10 for further discussion.

OnNOTE ~~August 15, 2013 Unique Underwriters, Inc. (the “Company”) issued an~~ 8% ~~convertible~~– ~~note in the principal amount of $47,500 (the "Note") to an Accredited Investor (the “Lender").~~ EQUITY

~~The Note~~Preferred bears interest at the rate of 8% per annum, and the interest rate will increase to 22% if the convertible debenture is default. All interest and principal must was due on May 30, 2014 and is in default. 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, at a 42% discount to the average of the three lowest closing bid prices of the common stock during the 10 Trading Day period prior to conversion as Trading Day is defined in the Note. In the event the Company prepays the Note in full, the 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 the expiration of 180 days following the date of the Note, the Company has no right of prepayment. Stock

~~The Lender has~~As ~~agreed~~of toMarch ~~restrict~~31, ~~its~~2019, ~~ability~~and toDecember ~~convert~~31, 2018, the ~~Note~~Company ~~and~~has ~~receive~~19,999,900 undesignated shares of ~~common~~preferred stock ~~such~~authorized, ~~that the number of~~respectively. ~~shares~~The ofpreferred ~~common~~ stock ~~held~~has byno ~~them~~par invalue, ~~the~~of ~~aggregate~~which ~~and~~nil ~~their~~shares ~~affiliates~~are ~~after such conversion or exercise does not exceed 9.99% of the then~~ issued and outstanding ~~shares of common stock~~. ~~The total net proceeds the Company received were $45,000, net of attorney’s fees of $2,500.~~

~~At September~~During 302018, ~~2014,~~ the Company ~~revalued~~entered ~~the~~stock ~~embedded~~purchase agreements ~~derivative~~to ~~liability.~~sell ~~For~~5 ~~the~~Preferred ~~period~~Series ~~from~~A ~~the~~shares ~~grant~~for ~~date~~$25,000 toper ~~March 31~~share, ~~2015~~totaling $125, 000 to related parties. Payment for the ~~balance~~shares was received during 2018. These shares of ~~derivative~~Preferred ~~liability~~Series ~~was~~A ~~decreased~~were byissued ~~$50~~during tothe ~~$36,460~~first quarter of 2019.

~~The~~Common ~~fair value of the embedded derivative liability was calculated at March 31, 2015 utilizing the following assumptions:~~Stock

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

As of March 31, 2019, and December 31, 2018, the Company has 400,000,000 authorized shares of common stock, par value $0.001, of which 76,569,065 and 74,116,845 shares are issued and outstanding, respectively.

~~The~~During ~~carrying~~2018, ~~value of~~ the ~~Notes~~Company ~~was~~issued ~~$47,500~~a astotal of ~~March 31~~ 3, ~~2015~~500,000 ~~net~~shares of ~~unamortized~~common ~~discount~~stock oftotaling $0.193,250 ~~The~~for ~~Company~~services ~~recorded~~rendered. ~~amortization~~In ofaddition, the ~~debt discount~~Company inissued ~~the~~500,000 ~~amount~~shares as settlement of $640,~~125~~000 ~~during~~of ~~the~~accounts ~~nine~~payable ~~month~~with ~~period~~a ~~ended~~current ~~March 31, 2014~~director. The ~~accrued~~Company ~~interest~~issued ~~related~~460,000 toshares ~~this~~of ~~note for~~common ~~the~~stock ~~period~~in ~~ended~~exchange ~~March~~for ~~31,~~cash totaling ~~2015 is~~ $321,~~732~~000.

~~Table~~During the first quarter of ~~Contents~~2019, the Company issued 1,551,820 shares of common stock totaling $68,977 for services rendered, of which 342,143 shares totaling $59,232 were issued to related parties. In addition, 500,000 shares of common stock were issued in exchange for cash totaling $19,500, of which 300,000 shares were issued to a related party for $14,500. There were 400,400 shares of common stock issued for conversion of convertible notes and accrued interest valued at $2,000, and as a result settled $50,400 of derivative liabilities through additional paid in capital. Please refer to Note 5 for further discussion.

(F-13)

~~NOTE 7 CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES - CON’T~~Index

~~On November~~NOTE ~~19,~~9 ~~2013~~– Unique Underwriters, Inc. (the “Company”) issued an 8% convertible note in the principal amount of $18,000 (the "Note") to an Accredited Investor (the “Lender"). In December 2014, accrued interest of $3,920 was added to the principal balance of the note.WARRANTS

~~The Note~~During ~~bears interest at~~ the ~~rate~~year ofended 8%December ~~per~~31, ~~annum. All interest and principal must be repaid on August 21~~2018, ~~2014. The~~the ~~Note~~Company isgranted ~~convertible~~a ~~any~~total ~~time~~of ~~during~~4,088,874 ~~the~~warrants ~~period~~to ~~beginning~~acquire onshares ~~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, at~~ a ~~42%~~range ~~discount~~of $0.015 to ~~the~~$0.13 ~~average~~per ofshare, ~~the~~respectively. ~~three~~All ~~lowest~~tranches ~~closing bid prices~~ of ~~the common~~ stock ~~during~~purchase ~~the~~warrants 10were ~~Trading~~issued ~~Day~~to ~~period~~various ~~prior~~note toholders ~~conversion~~in asconnection ~~Trading~~with ~~Day~~the isissuance ~~defined in~~of ~~the~~convertible ~~Note~~debt. In During the ~~event~~first ~~the~~quarter ~~Company~~of ~~prepays~~March ~~the~~31, ~~Note in full~~2019, the Company isgranted ~~required to pay off all principal~~73,046 ~~interest and~~warrants ~~any~~to ~~other~~acquire ~~amounts~~shares ~~owing~~of ~~multiplied~~common bystock ~~135%~~from if$0.13 ~~prepaid 121 days following the Issue Date through 180 days following the Issue~~per ~~Date~~share. ~~After~~ ~~the~~These ~~expiration~~tranches of ~~180~~stock ~~days~~purchase ~~following~~warrant ~~the~~were ~~date~~issued ofto ~~the~~note ~~Note,~~holder ~~the~~in ~~Company~~connection ~~has~~with nothe ~~right~~issuance of ~~prepayment~~convertible notes.

~~The Lender has~~A ~~agreed~~summary toof ~~restrict its ability to convert~~ the ~~Note~~status ~~and receive shares~~ of ~~common stock such that~~ the ~~number of~~Company’s ~~shares~~warrants ofas ~~common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 9.99%~~ of ~~the~~March ~~then~~31, ~~issued~~2019 ~~and~~is ~~outstanding~~presented ~~shares of common stock.~~ below:

The Company 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:

	Number of Options and Warrants		Range of Exercise Prices		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price
Outstanding at December 31, 2018		6,481,258		$0.01 to $0.10		2.27		0.05
Warrants granted		73,046	$	0.13		2.76		0.13
Warrants exercised		—		—		—		—
Warrants forfeited or expired		—		—		—		—
Outstanding as of March 31, 2019		6,554,304		$0.01 to $0.13		2.03		0.05
Exercisable as of March 31, 2019		6,554,304		$0.01 to $0.13		2.03		0.05

At As of March 31, ~~2015~~2019, ~~the~~all ~~Company~~of ~~revalued~~ the ~~embedded derivative liability. For the period from the grant date to March 31~~6, ~~2015~~554, ~~the~~304 ~~balance~~outstanding ofwarrants are ~~derivative liability was decreased by $16 to $16,857~~exercisable.

~~The~~NOTE ~~fair~~10 ~~value of~~– ~~the~~COMMITMENTS ~~embedded~~AND ~~derivative liability was calculated at the period ended March 31, 2015 utilizing the following assumptions:~~ CONTINGENCIES

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

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 and is currently set for trial in early 2021. The court has also ordered the parties to mediation. 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.

~~The carrying~~William ~~value~~Graubard ofv. ~~the~~Grand ~~Note~~Havana ~~was~~Inc., Case No. ~~$18~~CACE – 19-0201073,~~730~~ as17th Judicial ofCircuit ~~March~~in ~~31,~~and ~~2015~~for Broward County, ~~net~~Florida. ofMr. ~~unamortized~~Grabuard ~~discount~~sued in the Company in October 2019 alleging breach of $0a consulting agreement. ~~The~~Mr. ~~Company~~Graubard ~~recorded~~is ~~amortization~~claiming damages equal to the value of 250,000 shares of the ~~debt~~Company’s ~~discount~~common instock. ~~the~~The ~~amount~~Company ofhas $0filed ~~during~~a motion to dismiss the ~~period~~claim. ~~ended~~At ~~December~~this 31early stage of the litigation, no ~~2014.~~determination ~~The~~can ~~accrued~~be ~~interest~~made ~~related~~at this time with regard to ~~this~~the ~~note for~~outcome of the ~~period~~litigation. ~~ended~~The ~~December~~Company ~~31,~~intends ~~2014~~to ~~was~~continue $0to vigorously defend the action.

InNOTE ~~December~~11 ~~2014, all~~– ofSUBSEQUENT ~~the Company’s convertible debt was assigned to two stockholders.~~EVENTS

~~Table~~The ofCompany ~~Contents~~entered into various, convertible or promissory notes totaling $383,815. The notes bear interest rate ranging from 0% to 12%. The due dates for these notes are range from due on demand to May 20, 2022.

~~(14)~~The company entered into various agreements to issue an aggregate of 41 shares of Class A preferred stocks and 10,758,780 shares of common stocks for services rendered to the Company. In addition, the Company entered into several subscription agreements to issue 5 shares of Class A preferred stocks and 19,347,619 shares of common stock for $684,750. A total of 25,159,417 shares of common stock were also issued for various debt conversion. The Company issued 289,318 shares of common stock for cashless exercise of warrant. And 100,000 shares of common stock are issued for settlement of accounts payables.

~~NOTE~~On ~~7 CONVERTIBLE~~June 2, 2020, the Company entered into an ~~NOTES~~agreement ~~PAYABLE~~with ~~AND~~third ~~DERIVATIVE~~party ~~LIABILITIES~~to -grant ~~CON~~options to purchase up to 10 million shares of the Company’Ts common stock at $0.015 per share for an aggregate amount of $150,000. These options are granted in lieu of services rendered to the Company.

From August 28, 2013 through August 27, 2014, First Choice Apparel, LLC. (the “Company”) issued ten 10% convertible, one year notes in the principal amount totaling $172,000 (the "Notes") to an Accredited Investor (the “Lender"). These notes were included in the Company’s acquisition of First Choice Apparel, by JunkieDog.com, Inc.F-14

The Note bears interest at the rate of 10% per annum, and the interest rate will increase to 18% if the convertible promissory note is in default. The Notes are convertible at any time following the date of the Note into common stock of the Company, at the Lender’s option, at a 50% discount to the closing bid price of the common stock on the day immediately prior to the Lender’s election to convert. In the event the Company prepays the Note in full, the Company is required to pay off all principal, interest and any other amounts owing with no prepayment penalty. Index

~~The Lender has~~ITEM agreed to restrict its ability to convert the Notes and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 92.~~99% of~~ ~~the~~MANAGEMENT’S ~~then~~DISCUSSION ~~issued~~AND ~~and~~ANALYSIS ~~outstanding~~OF ~~shares~~FINANCIAL ofCONDITION ~~common~~AND ~~stock. The~~RESULTS ~~total~~OF ~~net proceeds the Company received were $172,000~~OPERATIONS.

~~The Company~~INTRODUCTORY 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 was authorized 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 $172,000 based on the initial fair value of the derivative liability of $189,200. The fair value of the embedded derivative liability was calculated at grant date utilizing the following assumptions: STATEMENT

Grant Date

Fair Value

Term (Years)

Assumed Conversion Price

Market Price on Grant Date

Volatility Percentage

Risk-free Rate

Various

189,200

Various-up to 1 Yr

0.50

The following discussion should be read in conjunction with our unaudited consolidated financial statements and the notes to those unaudited consolidated financial statements that are included elsewhere in this Report. For ease of reference, “the Company”, “we,” “us” or “us” refer to Grand Havana, Inc. and subsidiaries unless otherwise stated.

~~At December~~Cautionary ~~31,~~Statement ~~2014,~~Concerning ~~the Company valued the embedded derivative liability. For the period from the grant dates to December 31, 2014,~~Forward-Looking ~~the balance of derivative liability was decreased by $0 to $189,200.~~ Information

~~The~~This report contains “forward-looking ~~carrying~~statements” ~~value~~within the meaning of the ~~Notes~~Private ~~was~~Securities ~~$147,328~~Litigation asReform Act of ~~March~~1995 31with respect to the financial condition, results ~~2015~~of operations, ~~net~~business strategies, operating efficiencies or synergies, competitive positions, growth opportunities for existing products, plans and objectives of ~~unamortized~~management, ~~discount~~markets for stock of ~~$24~~Cardiff Lexington Corp. and other matters. Statements in this report that are not historical facts are hereby identified as “forward-looking statements” for the purpose of the safe harbor provided by Section 21E of the Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Such forward-looking statements,~~672~~ including, without limitation, those relating to the future business prospects, revenue and income of Cardiff Lexington Corp., ~~The~~wherever ~~Company~~they ~~recorded~~occur, ~~amortization~~are necessarily estimates reflecting the best judgment of the senior management of Cardiff Lexington Corp. on the date on which they were made, or if no date is stated, as of the ~~debt~~date ~~discount~~of this report. These forward-looking statements are subject to risks, uncertainties and assumptions, including those described in the ~~amount~~“Risk Factors” in Item 1A of Part ~~$77~~I of our most recent Annual Report on Form 10-K,~~787~~ ~~during~~filed with the ~~period~~Securities ~~ended~~and ~~March~~Exchange 31Commission (“SEC”), ~~2015~~that may affect the operations, performance, development and results of our business. ~~The~~Because ~~accrued~~the ~~interest~~factors ~~related~~discussed in this report could cause actual results or outcomes to ~~the~~differ ~~notes~~materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any such forward-looking statements. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the ~~period~~impact ~~ended~~of ~~March~~each 31factor on our business or the extent to which any factor, ~~2015~~or ~~was~~combination $4of factors,~~854~~ may cause actual results to differ materially from those contained in any forward-looking statements. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

~~Table~~Use of ~~Contents~~GAAP Financial Measures

~~(15)~~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.

~~NOTE~~ ~~8 CAPITAL~~Off-Balance ~~STOCK~~Sheet Arrangements

~~The~~We have no obligations, assets or liabilities ~~Company~~which iswould ~~currently~~be ~~authorized~~considered tooff-balance ~~issue~~sheet 1arrangements as of March 31,~~000,000,000~~ ~~Class~~2019. AWe ~~preferred~~do ~~shares~~not participate in transactions that create relationships with ~~$.001~~unconsolidated ~~par~~entities ~~value~~or ~~per~~financial ~~share~~partnerships, ~~with~~often ~~10:1~~referred ~~conversion~~to as variable interest entities, which would ~~and~~have ~~voting~~been ~~rights.~~established Asfor the purpose of ~~March~~facilitating 31off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, ~~2015~~established any special purpose entities, ~~there~~guaranteed ~~was~~any nodebt ~~Class~~or Acommitments ~~preferred~~of ~~shares~~other ~~issued~~entities, ~~and~~or purchased ~~outstanding~~any non-financial assets.

~~The Company~~ Results isof ~~currently~~Operations ~~authorized~~for tothe ~~issue 50,000000 Class B preferred shares with $.001 par value per share with 1:1 conversion~~Three ~~and~~months ~~voting~~ended ~~rights. As of~~ March 31, ~~2015,~~2019 ~~there was no Class B preferred shares issued~~ and ~~outstanding.~~2018

~~The~~Our unaudited consolidated financial statements ~~Company~~have isbeen ~~currently~~prepared ~~authorized~~assuming tothat ~~issue~~we ~~100~~will continue as a going concern and,~~000~~ accordingly,~~000~~ ~~common~~do ~~shares~~not ~~with~~include ~~$.001~~adjustments ~~par~~relating ~~value~~to ~~per~~the recoverability ~~share~~and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

~~During the~~We ~~nine~~expect ~~months~~we ~~ended~~will ~~March~~require ~~31,~~additional ~~2015,~~capital to ~~the~~meet ~~Company~~our ~~issued~~long-term ~~40,000,000~~operating ~~shares~~requirements. ofWe ~~common~~expect ~~stock~~to asraise ~~consideration~~additional ~~for~~capital ~~the~~through, ~~acquisition of~~among ~~First~~other ~~Choice~~things, ~~Apparel.~~the ~~See~~sale ~~Note~~of 1equity or debt securities.

On January 26, 2015, the Company received a notice of conversion from two unrelated parties to retire a convertible note originally issued November 19, 2013. The Company issued 2,000,000 shares each to the parties and retired $9,000 in principal on convertible notes and convertible interest of $1~~,400.~~

~~NOTE 9 LEASE AND EMPLOYMENT COMMITMENTS AND RELATED PARTY TRANSACTION~~ Index

~~The~~Revenues ~~Company assumed and renewed its office lease with an unrelated party. The lease was for five years and expires on April 30, 2018.~~

~~Effective as~~We ofhad ~~March~~revenue ~~14, 2014, the control~~ of ~~registrant has been changed. The office location has been changed~~$42,835 and ~~the~~$50,627 ~~Company~~for ~~abandoned~~ the three ~~lease.~~months periods ~~The~~ended ~~Company~~March ~~has accrued the remaining minimum payment under the lease~~31, ~~totaling~~2019 ~~$222,020,~~and ~~as of March 31~~2018, ~~2015~~ respectively. The ~~Company~~ ~~recognized~~change ~~$-0-~~was ~~rent~~mainly ~~expense~~due ~~for~~to the ~~period~~decreases ~~ended~~in ~~March~~sales volume ~~31,~~of ~~2015~~wholesale coffee.

~~NOTE 10 GOING~~Cost ~~CONCERN~~of ~~AND UNCERTAINTY~~ Sales

~~The Company~~Costs ~~has~~of ~~suffered~~sales ~~recurring~~was ~~losses~~$28,637 ~~from~~for ~~operations~~the ~~since~~three ~~inception~~months period ~~and~~ended ~~has~~March a31, ~~working~~2019 ~~capital~~or 66.85% ~~deficit~~of revenues. The cost of sales was $~~875~~27,~~006~~026, as or 53.38% of revenues for the three months period ended March 31, ~~2015~~2018. InCost of ~~addition,~~sales includes the ~~Company~~costs ~~has~~directly ~~only~~attributable ~~recently~~to ~~began~~revenue torecognition, ~~generate~~such anas ~~internal~~equipment ~~cash~~costs, ~~flow~~purchased ~~from~~costs, ~~its~~and ~~business~~payments to ~~operations~~vendors. The ~~These factors~~increase ~~raise~~in ~~substantial~~cost ~~doubt~~of assales was mainly due to the ~~ability~~$10,445 ofincrease ~~the~~in ~~Company~~delivery tocost, ~~continue~~offset asby a$5,416 ~~going~~and ~~concern~~$3,821 decreases in cost of coffee and cost of equipment, respectively.

~~Management’s~~Operating plans with 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 sales 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.Expenses

~~NOTE~~We ~~11 SUBSEQUENT~~had ~~EVENTS~~operating expenses of $293,818 for the three months period ended March 31, 2019 compared to operating expenses of $337,985 for the three months period ended March 31, 2018. The decreases in operating expense was mainly due to $91,405 decrease in payroll expense, offset by $33,149 increase in professional fees.

~~During April and May of 2015, the~~Other ~~Company~~Expenses/ ~~made payments of $76,500 in payments on its revenue share agreements.~~Income

~~Table~~We had other expense of ~~Contents~~$1,187,303 for the three months period ended March 31, 2019 compared to other income of $3,221,685 during the for the three months period ended March 31, 2018. The increase in other expense was mainly due to the change in fair value of derivative liabilities. For the three months ended March 31, 2019 the Company recorded a loss in change in fair value of derivative liabilities of $950,570 compared to a gain in change in fair value of derivative liabilities of $3,503,047 for the three months ended March 31, 2018.

~~(16)~~Liquidity and Capital Resources

~~ITEM 2.~~Operating ~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~ Activities

~~The~~Net cash used in operating activities was ~~following~~$122,242 ~~discussion~~for ~~should~~the three bemonths ~~read~~period ended March 31, 2019, compared to $59,066 during the same period in ~~conjunction~~2018. ~~with~~During the ~~our~~first ~~financial~~quarter ~~statements~~of ~~and~~2019, the ~~notes~~net ~~thereto~~cash used in operating activities was due to the net loss of $1,466,923, which was increased by $6,148 change in inventory, $5,778 change in prepaid expense and other current asset, $5,973 change in lease liability, and was offset by $11,678 in depreciation expense, $318 in amortization of intangible assets, $47,875 in default interest capitalized into convertible note payable, $138,974 in amortization of debt discount, $950,570 in change in derivative liabilities, $68,977 in stock based compensation, $6,128 in amortization of right of use assets of operating lease, $519 change in accounts receivable, $72,088 change in accounts payable and accrued expense, $47,996 change in accrued interest, $12,005 change in payroll and related liabilities and $5,452 change in related party payroll and related liabilities.

~~Forward-Looking~~During the three months ended 2018, the ~~Statements~~ net cash used in operating activities was due to the net income of $2,907,304, which was increased by $3,102 in depreciation expense, $1,167 in amortization of intangible assets, $2,000 in loss on settlement of related party account payable, $266,269 in amortization of debt discount, $193,250 in stock based compensation, $1,909 change in accounts receivable, $9,766 change in inventory, $57,047 change in accounts payable and accrued expense, $43,877 to change in related party payroll and related liabilities and was offset by $3,503,047 in change in derivative liabilities, $190 in gain on sale of equipment, $38,108 change in accrued interest and $3,412 change in payroll and related liabilities.

This quarterly 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. 2

~~Use of Certain Defined Terms~~Index

~~Except as~~Investing ~~otherwise indicated by the context, references in this report to " Unique Underwriters", "we," "us," or "our" , “UUI” and the "Company" are references to the business of Unique Underwriters, Inc.~~ Activities

~~Use~~During the first quarter of 2019, net cash used in investing activities was $$42,734 due to purchase of ~~GAAP~~property ~~Financial~~and ~~Measures~~equipment. During the first quarter of 2018, net cash used in investing activities was $4,523 due to purchase of property and equipment for $5,022 offset by proceeds from sale of equipment for $499.

~~We use~~Financing GAAP financial measures in the section of this quarterly 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. Activities

~~Overview~~During the first quarter of 2019, net cash provided by financing activities was $164,864. During this period, the Company received $98,309 in proceeds from issuance of convertible notes payable, $47,104 in net proceeds from loans payable and $19,500 in proceeds from sale of common stock offset by $49 in repayments toward line of credit.

~~This subsection~~During the first quarter of ~~MD&A~~2018, isnet ancash provided ~~overview~~by offinancing ~~the~~activities ~~important~~was ~~factors~~$34,554. ~~that~~During ~~management~~this ~~focuses~~period, onthe Company received $13,500 in ~~evaluating~~proceeds ~~our~~from ~~businesses,~~issuance ~~financial~~of convertible ~~condition~~notes ~~and~~payable, ~~operating performance~~$21,000 ~~our~~in ~~overall~~proceeds ~~business~~from ~~strategy~~sale of common stock and ~~our~~$54 ~~earnings~~in ~~for~~net ~~the~~advances ~~periods~~from ~~covered~~line of credit.

~~General~~3

~~Junkiedog.com, Inc. F/K/A Unique Underwriters, Inc. (the “Company”) was incorporated in the State of Texas in 2009 in the name of Unique Underwriters, Inc.~~ Index

~~On June~~ITEM ~~9, 2014, the Board of Directors and consenting shareholders holding a majority of issued and outstanding Common Stock approved a change in domicile of the Company from Texas to Nevada~~3. ~~The~~ ~~change~~QUANTITATIVE ofAND ~~domicile,~~QUALITATIVE orDISCLOSURES ~~reincorporation,~~ABOUT ~~will~~MARKET 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., in which the subsidiary will be the surviving entity. This change of domicile will become effective upon the filing of articles of merger with the Secretary of State of the states of Texas and Nevada in accordance with applicable state laws. RISK

~~On June~~We 9,are ~~2014, UUWR’s Board of Directors approved and recommended~~ a ~~change~~smaller inreporting ~~corporate~~company ~~name to “JunkieDog.com, Inc.”, referred to~~ as ~~“Name Change Proposal”. Since it was contemplated that the Name Change Proposal would occur simultaneously~~defined ~~with~~by ~~the~~Rule ~~Reincorporation,~~12b-2 ~~management~~of ~~determined that~~ the ~~objective~~Securities ~~and~~Exchange ~~substantive~~Act ~~effect~~ of ~~the~~1934 ~~Name~~and ~~Change~~are ~~Proposal~~not ~~would~~required ~~be accomplished under and pursuant~~ to ~~the~~provide ~~Merger Agreement, which would feature that Unique Underwriters, Inc. would merge with and into JunkieDog.com, Inc., with JunkieDog.com, Inc. being~~ the ~~surviving~~information ~~corporation.~~under ~~The~~this ~~surviving corporation will retain the name of “JunkieDog~~item.~~com, Inc.”.~~

~~On September~~ITEM ~~19, 2014, JunkieDog~~4.~~com,~~ ~~Inc.~~CONTROLS ~~entered~~AND into a Plan of Exchange with First Choice Apparel LLC, an online wholesale website for clothing and other quality items. Under the agreement JunkieDog.com, Inc. agreed to acquire certain assets and liabilities of First Choice Apparel LLC for 40,000,000 restricted shares of common stock, valued at $3,000,000 on the date of the transaction. Subsequent to entering into this agreement, both parties agreed to amend the agreement from a Plan of Exchange to an Asset Acquisition Agreement and to account for the transaction, based on those terms. As reflected in our financial statements, JunkieDog.com, Inc. will report all revenue and expenses, as well as the agreed upon assets and liabilities, from the original date of the agreement dated September 19, 2014. PROCEDURES

~~The stock~~Evaluation ~~exchange transaction has been accounted for as an asset acquisition~~ of ~~the~~Disclosure ~~Company~~Controls ~~whereby First Choice Apparel Company LLC is deemed to be the accounting acquirer (legal acquiree)~~ and the Company to be the accounting acquiree (legal acquirer). The accompanying consolidated financial statements are in substance those of First Choice Apparel Company LLC, with the assets, liabilities, revenues and expenses, of the Company being included effective from the date of stock exchange transaction. Accordingly, 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 transaction. Procedures

~~During~~As required under Rules 13a-15(e) and 15d-15(e) under the ~~last~~Securities ~~quarter~~Exchange Act of 1934, ~~current~~as ~~management~~amended ~~continued~~(the ~~its~~“Exchange ~~efforts~~Act”), towe ~~implement~~carried aout ~~new~~an ~~business~~evaluation ~~model,~~under ~~through~~the supervision and with the ~~acquisition~~participation of ~~First~~ ~~Choice~~our ~~Apparel~~management, ~~LLC.~~including ~~Although~~our ~~future~~Principal ~~cash~~Executive ~~flow~~Officer isand ~~always~~Principal ~~difficult~~Financial ~~to predict~~Officer, of bythe ~~expanding~~effectiveness of the ~~inventory~~design and operation of ~~items~~our ~~being sold~~disclosure controls and ~~increasing~~procedures ~~our~~as ~~marketing,~~of ~~lead~~March ~~generation~~31, ~~and~~2019. ~~production~~Based ~~efforts~~upon that evaluation, ~~management~~the ~~continues~~Principal toExecutive ~~believe~~Officer and Principal Financial Officer concluded that ~~net~~our ~~profits~~disclosure controls and procedures ~~should~~as ~~improve~~of ~~during~~March ~~the~~31, ~~coming~~2019 ~~year~~were ~~due~~not toeffective, for the ~~following~~same ~~factors:~~reasons as previously disclosed under Item 9A. “Controls and Procedures” in our Annual Report on Form 10-K for our fiscal year ended December 31, 2018.

~~(1) We~~Changes ~~have~~in ~~completed~~Internal ~~the~~Controls ~~acquisition~~over ~~of First Choice Apparel LLC and expect significant revenue growth as a result;~~Financial Reporting

~~(2) Our~~There ~~wholly~~have ~~owned~~been ~~subsidiary,~~no ~~First~~changes ~~Choice~~in ~~Apparel~~our ~~LLC~~internal controls ~~has~~over ~~developed~~financial areporting ~~successful~~(as ~~marketing~~defined in Rule 13a-15(f) and ~~sales~~15d-(f) ~~strategy~~of ~~through~~the ~~its~~Exchange ~~own~~Act) that occurred during the fiscal ~~website~~quarter ~~and~~to ~~those~~which ofthis ~~other~~report ~~sites;~~relates ~~such~~that ashave ~~Amazon~~materially ~~and~~affected, ~~Ebay;~~or are reasonably likely to materially affect, our internal control over financial reporting.

~~3) We have established financial partners to assist in acquiring more inventory, which may improve our margins and opportunities for additional product categories.~~4

~~Table of Contents~~Index

~~(17)~~PART II. OTHER INFORMATION

~~Results of~~ITEM ~~Operations~~1. LEGAL PROCEEDINGS

~~Our~~Luis Ravelo and Lucia Ravelo v. Grand Havana ~~financial~~Inc. ~~statements~~and ~~have~~Grand ~~been~~Havana ~~prepared~~Master ~~assuming~~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 weMr. ~~will~~Ravelo ~~continue~~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 ~~going~~director ~~concern~~of ~~and~~the Company. On October 31, ~~accordingly~~2018, doLuis ~~not~~and ~~include~~Lucia ~~adjustments~~Ravelo ~~relating~~sued tothe Company and its wholly owned subsidiary, Grand Havana Master LLC, alleging breach of the ~~recoverability~~Stock Purchase Agreement for the acquisition of Cafesa.co and ~~realization~~Mr. Ravelo’s employment agreement with the Company. The Company filed a counterclaim alleging breach of ~~assets~~the employment agreement, breach of the stock purchase agreement, fraud in the inducement and ~~classification~~breach of ~~liabilities~~fiduciary ~~that~~duty. The ~~might~~litigation beis ~~necessary~~currently ~~should~~in wethe discovery stage. No determination can be made at this time with regard to the outcome of the ~~unable~~litigation. The Company intends to continue into ~~operation~~vigorously defend the action and to vigorously prosecute its counterclaims.

WeWilliam Graubard v. Grand Havana Inc., ~~expect~~Case weNo. ~~will~~CACE ~~require~~– ~~additional~~19-0201073, ~~capital~~17th Judicial Circuit in and for Broward County, Florida. Mr. Grabuard sued in the Company in October 2019 alleging breach of a consulting agreement. Mr. Graubard is claiming damages equal to ~~meet~~the ~~our~~value ~~long~~of ~~term~~250,000 shares ~~operating~~of ~~requirements~~the Company’s common stock. WeThe ~~expect~~Company has filed its answer to ~~raise~~Plaintiff’s ~~additional~~amended ~~capital~~complaint and a counterclaim. ~~through,~~At ~~among~~this ~~other~~early ~~things~~stage of the litigation, no determination can be made at this time with regard to the ~~sale~~outcome of ~~equity~~the orlitigation. The ~~debt~~Company ~~securities~~intends to continue to vigorously defend the action.

~~Revenues~~ITEM 1A. RISK FACTORS

We ~~had~~ ~~revenue~~are ofa ~~$224,047~~smaller ~~and~~reporting ~~$582,417~~company ~~for~~as ~~the~~defined by ~~three~~Rule ~~and~~12b-2 ~~nine months ended March 31, 2015 respectively. Comparatively, we had revenue~~ of ~~$29,676, and $304,333 for~~ the ~~three~~Exchange Act and ~~nine~~are ~~months~~not ~~ended~~required ~~March 31, 2014. The increase was due in large part~~ to ~~the~~provide ~~change in~~ the ~~business~~information ~~model~~under ~~and~~this ~~results from our acquisition of First Choice Apparel LLC, which included sales from September 19, 2014 (the date of acquisition) through March 31, 2015~~item. ~~Insurance sales were only accounted for $6,992 for nine months ended December 2, 2014, when we ceased to offer insurance products.~~

~~Cost of~~ITEM ~~Sales~~ 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The ~~cost~~ ofinformation ~~sales~~set ~~was~~forth ~~$281,154,~~below orrelates ~~125%~~to our issuances of ~~revenues,~~securities ~~for~~without ~~the~~registration ~~three~~under ~~months~~the ~~ended~~Securities ~~and~~Act ~~$525,451~~of or1933 ~~90%~~during ~~for~~ the ~~nine~~reporting ~~months~~period ~~ended~~which ~~March 31,~~were ~~2015. Comparatively,~~not ~~the~~previously included ~~cost~~in ofan ~~sales~~Annual ~~was~~Report ~~$1,353,~~on orForm ~~5% of revenues~~10-K, ~~for~~Quarterly ~~the~~Report ~~three~~on ~~months~~Form ~~ended and $157~~10-Q,~~246~~ or ~~52% for~~Current ~~the~~Report ~~nine~~on ~~months~~Form ~~ended March 31, 2014~~8-K.

WeDuring the first quarter of 2019, the Company ~~recognized~~issued ~~cost~~a total of ~~sales~~500,000 inshares ~~the~~of ~~same~~common ~~manner~~stock in ~~conjunction~~exchange ~~with~~for ~~revenue~~cash. ~~recognition~~In addition, ~~when~~ the ~~costs~~company ~~were~~issued ~~incurred.~~a ~~Contract~~total ~~labor~~of 1,551,820 shares ~~expenses~~of ~~were~~common ~~not~~stock ~~directly~~for ~~related~~services rendered to the ~~generation~~Company. ofThe ~~sales,~~Company ~~rather~~also ~~were~~issued ~~involved~~a intotal ~~the~~of ~~selling~~400,400 ~~general~~shares ~~and~~of ~~administrative expenses~~common stock for conversion of ~~the~~convertible ~~business~~notes.

~~Expenses~~These securities were issued pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

~~We had~~ITEM operating expenses of $63,235 and $119,577 during the three and nine months ended March 31, 2015, compared to operating expenses of $39,086 and $227,307 during the three and nine months ended March 31, 20143. ~~The~~DEFAULTS ~~decrease~~UPON bySENIOR ~~was due primarily to the decrease in consulting fees, contract labor and payroll expense.~~ SECURITIES

Expenses included 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. None

~~Liquidity and~~ITEM ~~Capital~~4. ~~Resources~~ MINE SAFETY DISCLOSURES

~~Operating Activities~~N/A

~~Net cash~~ITEM ~~used in operating activities was $156,989 and $77,048 during the nine months ended March 31, 2015 and 2014, respectively~~5. ~~Cash~~OTHER used in operations during the nine months ended March 31, 2015 was due primarily to the net loss of $167,183 and increases in accrued interest in the amount of $19,413, accounts payable of $30,146 and amortization of debt discount of $77,787. Net cash used in operating activities for the nine months ended March 31, 2014 was due primarily to the net loss of $126,241 and the decrease in accounts payable in the amount of $14,053. INFORMATION

~~Investing Activities~~None

~~Net cash provided by investing activities was $29,575 for the nine months ended March 31, 2015. Comparatively, net cash used in investing activities was $1,315 for the nine months ended March 31, 2014~~5

~~Financing Activities~~Index

~~Net cash~~ITEM ~~provided by financing activities was $160,662 for the nine months ended March 31, 2015~~6. ~~Comparatively, net cash provided by financing activities was $68,036 for the nine months ended March 31, 2014.~~EXHIBITS

~~Table~~EXHIBIT ~~of Contents~~INDEX

(18)

Incorporated by Reference

Filed or Furnished

Exhibit #

Exhibit Description

Form

Date Filed

Exhibit #

Herewith

3.3

Amend to Designation of Series A Preferred Stock

10.1

Secured Convertible Promissory Note dated January 3, 2019

10.2

Secured Convertible Promissory Note dated March 12, 2019

31.1

Certification of Principal Executive Officer (Section 302)

31.2

Certification of Principal Financial Officer (Section 302)

32.1

Certification of Principal Executive Officer and Principal Financial Officer (Section 906)

~~Critical Accounting Policies~~ 6

Revenue Recognition – The 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: Index

~~(i) persuasive evidence of an arrangement exists,~~ SIGNATURES

Pursuant to the requirements of Section 13 or 15(iid) of the ~~services~~Securities ~~have~~Exchange ~~been~~Act ~~rendered~~of ~~and~~1934, ~~all~~the ~~required~~registrant ~~milestones~~has ~~achieved~~duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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

	GRAND HAVANA INC.

Date: October 20, 2020	By:	/s/ Robert Rico
		Robert Rico
		Chief Executive Officer (Principal Executive Officer)

~~(iv) Collectability is reasonably assured.~~ 7

Our wholly owned subsidiary, First Choice Apparel LLC recognizes revenue from product sales or services rendered when the following four criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured. Index

We evaluate whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Generally, when we are primarily obligated in a transaction, are subject to inventory risk, have latitude in establishing prices and selecting suppliers, or have several but not all of these indicators, revenue is recorded at the gross sale price. We generally record the net amounts as commissions earned if we are not primarily obligated and do not have latitude in establishing prices. Such amounts earned are determined using a fixed percentage, a fixed-payment schedule, or a combination of the two.

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 and leads purchased costs.

Shipping and Handling

Shipping and handling costs are treated as a cost of sales and are reflected on the statement of operations as a reduction of gross profit. For the nine month period ended March 31, 2015, we recorded $53,266 in shipping and handling expenses, included in our total cost of sales of $525,451.

Inventories - Inventories, consisting of products available for sale, are primarily accounted for using the FIFO method, and are valued at the lower of cost or market value. This valuation requires us to make judgments, based on currently-available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category. Currently, all of our inventory are finished goods purchased from other suppliers.

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Plan of Operation and Funding

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) inventory cost; (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.

A large portion of the funds raised will be invested in inventory, advertising, marketing, and consulting fees. Our success is contingent upon having enough capital to build enough customers to support the business.

We had cash of $33,251 on hand as of March 31, 2015. The accumulated deficit as of March 31, 2015 was $11,935,091.

The Company’s current cash on hand is not sufficient to meet our working capital requirements for the next twelve month period. Completion of our plan of operations is subject to attaining adequate revenue. We cannot assure investors that adequate revenues will be generated. Even without adequate revenues within the next twelve months, we still anticipate being able to continue with our present activities, but we may require financing to achieve operation and growth goals and to meet our working capital requirements . We will not receive any proceeds from the sale of common stock in this offering. If we are able to conduct an equity offering, there will be dilution to the current stockholders of the Company and to the investors that acquire shares in the offering; and if we are able to conduct a debt offering, we will likely be subject to various covenants on our business operations and may be required to make payments during the term of the securities.

We anticipate that our operational, and general and administrative expenses for the next 12 months will total approximately $1,500,000. We also do not expect any significant additions to the number of employees, unless financing is raised. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our business plan.

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report, 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.

Going Concern

The Company has suffered recurring losses from operations since inception and has a negative working capital. 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.

Management’s plans with regard to these matters encompass the following actions: 1) obtain funding from new investors to alleviate the Company’s working deficiency, and 2) implement a plan to generate sales. 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.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

No report required.

ITEM 4. CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On April 2, 2013, the Company was served with the Original Petition of Crimson Gray LLC, a vendor that had provided web site hosting services to the Company until the Company discovered that Crimson Gray LLC had, without the Company’s permission, set up a link on the Company’s web site designed to divert the Company’s agents to a web site owned by Crimson Gray LLC for the purpose of selling products to the Company’s customers. The actions of Crimson Gray LLC constituted breach of contract and fraud. Crimson Gray LLC is seeking payment for unpaid fees in the total amount of $9,593.41. On April 22, 2013, the Company filed its answer by denying each and every allegation in the Original Petition of Crimson Gray LLC and has filed a counterclaim against Crimson Gray LLC seeking damages for breach of contract and fraud.

On May 9, 2013, the Company was served with the Original Petition of Tonya Copeland, a former employee of the Company that had been terminated for cause. Tonya Copeland is seeking payment for severance pay and other damages in the total amount of $10,425.27. The Company has filed its answer by denying and each and every allegation in the Original Petition of Tonya Copeland.

As of the date of this report, Company Management is not aware of any other legal proceedings filed by any governmental authority or any other party involving our Company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

No report required.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

No report required.

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ITEM 6. EXHIBITS

Exhibits:

31.	Certification of Chief Executive Officer and principal financial officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.
32.	Certification pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	JunkieDog.com, Inc. (F/K/A Unique Underwriters, Inc.)
Dated: June 25, 2015	By: /s/ Roberto Luciano
	Roberto Luciano, President and Chief Operating Officer

Filing Compare · GRAND HAVANA INC.