UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

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

For the Quarterly Period Ended ~~March~~June 3130, 2019

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

For the Transition Period From ________ to _________

Commission File Number 000-11730

NEWBRIDGE GLOBAL VENTURES, INC.

(Exact name of registrant as specified in its charter)

Delaware		84-1089377
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

825 East 800 North
Orem, Utah		84097
(Address of principal executive offices)		(Zip Code)

801-362-2115
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes þ Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)

Yes þ No o

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

Large accelerated filer o Accelerated filer o Non-accelerated filer þ Smaller reporting company þ Emerging growth company þ

Non-accelerated filer þSmaller reporting company þ

Emerging growth company þ

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

Yes o Noþ

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

As of ~~June~~September 30, 2019, the registrant had 6364,098,055 shares of common stock, par value $0.0001 per share, issued and outstanding.

~~TABLE~~Table OFof ~~CONTENTS~~Contents

	PART I - FINANCIAL INFORMATION
ITEM 1.	INTERIM FINANCIAL STATEMENTS	4
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS	23
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	25
ITEM 4	CONTROLS AND PROCEDURES	25
	PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	26
ITEM 1A.	RISK FACTORS	26
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES	26
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	26
ITEM 4.	MINE SAFETY DISCLOSURES	26
ITEM 5.	OTHER INFORMATION	26
ITEM 6.	EXHIBITS	27
SIGNATURES		27

PART I - FINANCIAL INFORMATION4

Item 1. Interim Financial Statements4

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations24

Item 3. Qualitative and Quantitative Disclosures About Market Risk26

Item 4. Controls and Procedures27

PART II - OTHER INFORMATION27

Item 1. Legal Proceedings27

Item 1A. Risk Factors27

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds27

Item 3. Defaults Upon Senior Securities28

Item 4. Mine Safety Disclosures28

Item 5. Other Information28

Item 6. Exhibits29

SIGNATURES30

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements

NEWBRIDGE GLOBAL VENTURES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
	March 31,	December 31,
	June 30,	December 31,
	2019	2018
	(Unaudited)	(As Adjusted)
ASSETS
Current Assets
Cash and cash equivalents	~~$38~~197,~~688~~934	$ 89,550
Prepaid expenses and other current assets	~~105~~293,~~587~~499	17,421
Total current assets	~~144~~491,~~275~~433	106,971
Operating lease right-of-use asset	~~254~~250,~~199~~019	258,276
Property and equipment, net	78,~~724~~935,~~179~~727	5,247,309
Intangible assets, net	2,~~644~~291,~~246~~680	-
Goodwill	9,245,953	9,245,953
Investment in joint venture	39,912	-
Investment in joint ventures	1,086,759	-
Other assets	4,424	-
Total Assets	$20 22,~~057~~305,~~188~~995	$ 14,858,509
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$1 2,~~886~~522,~~273~~124	$ 740,660
Accrued liabilities	~~706~~1,~~517~~055,285	314,715
Related party payables	~~941~~1,~~584~~185,450	106,093
Notes payable related parties	~~872~~895,~~169~~943	958,467
Current portion of operating lease liability	17,~~362~~799	16,935
Current portion of notes payable, net of discount	201,~~109~~553,525	23,355
Convertible notes payable, net of discount	~~537~~1,~~494~~225,043	-
Total current liabilities	48,~~981~~455,~~508~~169	2,160,225
Operating lease liability, net of current portion	~~236~~232,~~837~~220	241,341
Notes payable, net of current portion and discount	709,~~781~~614	710,972
Total Liabilities	59,~~928~~397,~~126~~003	3,112,538
Commitments and Contingencies	-545,000	-
STOCKHOLDERS' EQUITY
Preferred stock, $.0001 par value, 400,000 shares authorized; no shares issued and outstanding	-	-
Preferred stock, $.0001 par value, 400,000 shares authorized; no shares
Common stock $.0001 par value, 100,000,000 shares authorized; 59,698,055 and 57,116,055 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively.	5,970	5,712
issued and outstanding	-	-
Additional paid-in capital	19,679,205	15,209,596
Common stock $.0001 par value, 100,000,000 shares authorized;
Accumulated deficit	(5,556,113)	(3,469,337)
63,098,055 and 57,116,055 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively.	6,311	5,712
Total stockholders' equity	14,129,062	11,745,971
Additional paid-in capital	22,310,894	15,209,596
Total Liabilities and Stockholders' Equity	$20,057,188	$14,858,509
Accumulated deficit	(9,953,213)	(3,469,337)
Total stockholders' equity	12,363,992	11,745,971
Total Liabilities and Stockholders' Equity	$ 22,305,995	$ 14,858,509
See accompanying notes to the condensed consolidated financial statements.

NEWBRIDGE GLOBAL VENTURES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
	For the Three Months Ended		For the Six Months Ended
	March 31,	March 31,
	June 30,	June 30,	June 30,	June 30,
	2019	2018	2019	2018
Revenue:
Rental income	$-	$3,600	$-	$7,200
Consulting services	~~22,725~~-	-	22,725	-
Total Revenue	~~22,725~~-	3,600	22,725	7,200
Operating Expenses:
Selling, general and administrative	14,~~765~~016,~~654~~976	55108,~~853~~546	5,782,630	164,399
Total Operating Expenses	14,~~765~~016,~~654~~976	55108,~~853~~546	5,782,630	164,399
Loss from Operations	(14,~~742~~016,~~929~~976)	(52104,~~253~~946)	(5,759,905)	(157,199)
Other Expense:
Other Income (Expense):
Loss on investment in joint venture	(1223,~~538~~762)	-	(36,300)	-
Interest expense	(~~331~~356,~~309~~362)	(4,391)	(687,671)	(8,781)
Total Other Expense	(~~343~~380,~~847~~124)	(4,391)	(723,971)	(8,781)
Net Loss	$(24,~~086~~397,~~776~~100)	$(56109,~~644~~337)	$(6,483,876)	$(165,980)
Net loss per common share - basic and diluted	(0.0407)	(0.0102)	(0.11)	(0.03)
Weighted average common shares
outstanding - basic and diluted	5863,~~546~~374,~~944~~133	58,~~173~~034,~~979~~354	60,644,049	6,612,068
See accompanying notes to the condensed consolidated financial statements.

NEWBRIDGE GLOBAL VENTURES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
			Additional	~~Additional~~
	Common Stock		Paid-in	~~Paid-in~~	Accumulated	~~Accumulated~~
	Shares	Amount	Capital	~~Capital~~	Deficit	~~Deficit~~	Total	~~Total~~
Balance at December 31, 2017	3,695,604	$ 370	$ 1,961,273	~~$1,961,273~~	$ (122,253)	~~$(122,253)~~	$ 1,839,390	~~$1,839,390~~
Capital contributions for stock	4,338,750	434	37,276	~~37,276~~	-	-	37,710	~~37,710~~
Net loss	-	-	-	-	(56,644)	~~(56,644)~~	(56,644)	~~(56,644)~~
Balance at March 31, 2018	8,034,354	$804	1,998,549	~~$1,998,549~~	(178,897)	~~$(178,897)~~	1,820,456	~~$1,820,456~~
				Additional
Capital contributions for stock	-	-	37,710		-		37,710
	Common Stock			Paid-in		Accumulated
Net loss	-	-	-		(109,336)		(109,336)
	Shares	Amount		Capital		Deficit		Total
Balance at June 30, 2018	8,034,354	$ 804	$ 2,036,259		$ (288,233)		$ 1,748,830
Balance at December 31, 2018	57,116,055	$5,712		$15,209,596		$(3,469,337)		$11,745,971
(as adjusted)
Stock issued for services	232,000	23		294,057		-		294,080
Stock issued in asset acquisition	2,350,000	235		3,031,265		-		3,031,500
Debt discount on convertible debt	-	-		1,031,040		-		1,031,040
Share-based compensation	-	-		113,247		-		113,247
Net loss	-	-		-		(2,086,776)		(2,086,776)
Balance at March 31, 2019	59,698,055	$5,970		$19,679,205		$(5,556,113)		$14,129,062
See accompanying notes to the consolidated financial statements.


			Additional
	Common Stock		Paid-in	Accumulated
	Shares	Amount	Capital	Deficit	Total
Balance at December 31, 2018	57,116,055	$ 5,712	$ 15,209,596	$ (3,469,337)	$ 11,745,971
(as adjusted)
Stock issued for services	232,000	23	294,057	-	294,080
Stock issued in asset acquisition	2,350,000	235	3,031,265	-	3,031,500
Debt discount on convertible debt	-	-	1,031,040	-	1,031,040
Share-based compensation	-	-	113,247	-	113,247
Net loss	-	-	-	(2,086,776)	(2,086,776)

Balance at March 31, 2019	59,698,055	5,970	19,679,205	(5,556,113)	14,129,062

Stock issued for services	275,000	28	178,722	-	178,750
Stock issued in asset acquisition	2,125,000	213	1,593,537	-	1,593,750
Stock issued as contributions to joint venture	1,000,000	100	499,900	-	500,000
Debt discount on convertible debt	-	-	68,773	-	68,773
Share-based compensation	-	-	290,757	-	290,757
Net loss	-	-	-	(4,397,100)	(4,397,100)

Balance at June 30, 2019	63,098,055	$ 6,311	$ 22,310,894	$ (9,953,213)	$ 12,363,992

See accompanying notes to the consolidated financial statements.

NEWBRIDGE GLOBAL VENTURES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	For the Three Months Ended
	March 31,
	2019	2018
Cash Flows From Operating Activities
Net loss	$(2,086,776)	$(56,644)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	18,009	15,595
Amortization expense	176,284	-
Share-based compensation	113,247	-
Stock issued for services	294,080	-
Amortization of debt discount	239,040	-
Loss on investment in joint venture	12,538	-
Noncash lease expense	4,077
Operating expenses and interest paid through member contributions	-	34,544
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(88,166)	-
Accounts payable	27,264	-
Accrued liabilities	465,998	-
Related party payables	(75,073)	8,500
Operating lease liability	(4,077)	-
Other assets	(4,424)	-
Net Cash Provided by (Used in) Operating Activities	(907,979)	1,995
Cash Flows From Investing Activities
Purchase of property and equipment	(307,446)	-
Net Cash Used in Investing Activities	(307,446)	-
Cash Flows From Financing Activities
Proceeds from issuance of convertible notes payable	1,304,000	-
Principal payments on notes payable	(4,437)	-
Principal payments on unsecured notes payable, related parties	(135,000)	-
Net Cash Provided by Financing Activities	1,164,563	-
Net Increase (Decrease) in Cash	(50,862)	1,995
Cash at Beginning of Period	89,550	-
Cash at End of Period	$38,688	$1,995

NEWBRIDGE GLOBAL VENTURES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


		For the Six Months Ended
		June 30,
		2019		2018
Cash Flows From Operating Activities
Net loss	$	(6,483,876)	$	(165,980)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation expense		36,018		31,999
Amortization expense		528,850		-
Share-based compensation		404,004		-
Stock issued for services		472,830		-
Amortization of debt discount		542,130		-
Loss on investment in joint venture		36,300		-
Noncash lease expense		8,257		-
Noncash license costs		2,024,977		-
Operating expenses and interest paid through member contributions		-		69,088
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(276,078)		-
Accounts payable		663,115		-
Accrued liabilities		917,207		-
Related party payables		169,329		72,100
Operating lease liability		(8,257)		-
Other assets		(4,424)		-
Net Cash Provided by (Used in) Operating Activities		(969,618)		7,207

Cash Flows From Investing Activities

Investments in joint venture		(570,609)		-
Purchase of property and equipment		(992,539)		-
Net Cash Used in Investing Activities		(1,563,148)		-

Cash Flows From Financing Activities
Proceeds from issuance of notes payable		1,478,838		-
Proceeds from issuance of convertible notes payable		1,304,000		-
Principal payments on notes payable		(6,688)		-
Principal payments on unsecured notes payable, related parties		(135,000)		-
Net Cash Provided by Financing Activities		2,641,150		-

Net Increase in Cash		108,384		7,207
Cash at Beginning of Period		89,550		-
Cash at End of Period	$	197,934	$	7,207

Noncash Investing and Financing Information:
Long-term assets purchased through share issuance	$	5,056,477	$	-
Long-term assets purchased through accounts payable	$	1,118,349	$	-
Long-term assets purchased through related party payables	$	910,564	$	117,142
Long-term assets contributed to joint venture	$	52,450	$	-
Debt discount on convertible notes payable	$	1,099,813	$	-
Issuance of common stock for investment in joint venture	$	500,000	$	-
Construction in process contingent liability	$	544,464	$	-
Payments on notes payable through member contributions	$	-	$	6,332
Operating expenses paid through member contributions	$	-	$	69,088
Interest paid through member contributions	$	-	$	8,781

See accompanying notes to the condensed consolidated financial statements.

Noncash Investing and Financing Information:
Long-term assets purchased through share issuance	$3,031,500	$-
Long-term assets purchased through accounts payable	$1,118,349	$-
Long-term assets purchased through related party payables	$910,564	$-
Long-term assets contributed to joint venture	$52,450	$-
Debt discount on convertible notes payable	$1,031,040	$-
Payments on notes payable through member contributions	$-	$3,166
Operating expenses paid through member contributions	$-	$34,544
See accompanying notes to the condensed consolidated financial statements.

8NEWBRIDGE GLOBAL VENTURES, INC. AND SUBSIDIARIES

~~NEWBRIDGE~~NOTES ~~GLOBAL~~TO ~~VENTURES,~~CONDENSED ~~INC.~~CONSOLIDATED ~~AND~~FINANCIAL ~~SUBSIDIARIES~~STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~(Unaudited)

~~(Unaudited)~~NOTE 1 — THE COMPANY AND BASIS OF PRESENTATION

~~NOTE~~Financial 1Statement ~~— THE~~Presentation ~~COMPANY~~and ~~AND~~principles ~~BASIS~~of OFconsolidation ~~PRESENTATION~~– The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America and include the operations and balances of NewBridge Global Ventures, Inc. (“NewBridge”) and its wholly-owned subsidiaries, Elevated Education, Inc. (“Elevated”), 5Leaf, LLC (“5Leaf”), Genus Management Group, LLC (“Genus”), Mad Creek Farm, LLC (“Mad Creek”), 725 E 11th, LLC (“11th Street”), Timothy Lane LLC (“Timothy”), East 10th Street LLC (“10th Street”), The Bay Clonery, LLC (“Bay Clonery”), Roots of Caly, LLC (“Roots”) and 50% owned subsidiary Green Thumb Distributors, Inc. (“Green Thumb”). The consolidated financial statements include the operations of NewBridge and Elevated since July 14, 2018 which operations are continuing (see Reverse Acquisition below). Genus, Timothy, 10th Street, Green Thumb, Bay Clonery, and Roots were formed in 2018 (collectively, “New Entities”, “we”, or “the Company”). Intercompany balances and transactions have been eliminated in consolidation.

~~Financial~~Organization ~~Statement~~– ~~Presentation~~On ~~and~~July ~~principles~~14, of2018, ~~consolidation~~NewBridge –closed ~~The~~on ~~accompanying~~Share ~~consolidated~~Exchange ~~financial~~and ~~statements~~Purchase ~~are~~Agreements ~~presented~~(the inShare ~~conformity~~Exchange ~~with~~and ~~accounting~~Purchase ~~principles~~Agreements ~~generally~~the ~~accepted~~“Purchase inAgreements”, the ~~United~~acquisitions ~~States~~the of“July ~~America~~Acquisitions”, and ~~include~~ the ~~operations~~closing ~~and balances~~ of ~~NewBridge~~the ~~Global~~July ~~Ventures,~~Acquisitions ~~Inc.~~the (“~~NewBridge~~Closing”) ~~and~~with ~~its~~the ~~wholly-owned~~various ~~subsidiaries,~~members ~~Elevated~~and ~~Education,~~shareholders ~~Inc.~~of ~~(“Elevated”),~~11th ~~5Leaf~~Street, ~~LLC~~Mad ~~(“5Leaf”)~~Creek, ~~Genus Management Group~~Timothy, ~~LLC~~Genus (~~“Genus”~~formerly GLML), ~~Mad~~and ~~Creek~~5Leaf ~~Farm,~~(together ~~LLC~~with (“Mad Creek”), ~~725~~Timothy Eand ~~11th~~Genus, ~~LLC~~the (“~~11th Street~~Consortium”), ~~Timothy~~whereby ~~Lane~~NewBridge ~~LLC~~purchased ~~(“Timothy”),~~the ~~East~~shares ~~10th~~or ~~Street~~membership ~~LLC~~interests ~~(“10th~~of ~~Street”),~~the ~~The~~several ~~Bay~~entities ~~Clonery,~~comprising the ~~LLC~~Consortium ~~(“Bay~~for ~~Clonery”),~~an ~~Roots~~aggregate of ~~Caly~~31, ~~LLC (“Roots”)~~000,000 ~~and~~shares ~~50%~~of ~~owned~~the ~~subsidiary~~Company’s ~~Green~~common ~~Thumb Distributors~~stock, ~~Inc~~par value $0.0001 ~~(“Green~~per ~~Thumb”)~~share. The ~~consolidated~~Consortium ~~financial~~consists ~~statements include the operations~~ of ~~NewBridge~~a ~~and Elevated since July 14~~farm, ~~2018 which operations are continuing (see Reverse Acquisition below). Genus~~nursery, ~~Timothy,~~extraction ~~10th Street~~facility, ~~Green~~and ~~Thumb,~~management ~~Bay Clonery,~~ and ~~Roots~~real ~~were~~estate ~~formed~~companies in ~~2018 (collectively, “New Entities”, “we”, or “~~the ~~Company”). Intercompany~~cannabis ~~balances and transactions have been eliminated in consolidation~~industry.

~~Organization~~Reverse Acquisition – The ~~On July 14~~31, ~~2018~~000,000 ~~NewBridge~~shares ~~closed~~issued onto ~~Share~~the ~~Exchange~~Consortium ~~and~~represented ~~Purchase~~76% ~~Agreements~~of (the ~~“Purchase Agreements”~~40,904,589 shares of the ~~“July~~Company’s ~~Acquisitions”,~~common ~~the~~stock ~~“Closing”)~~issued ~~with~~and ~~the~~outstanding ~~various~~immediately ~~members~~following ~~and~~the ~~shareholders~~July ofAcquisitions. ~~11th~~In ~~Street~~addition, ~~Mad~~three ~~Creek,~~of ~~Timothy,~~the ~~Genus~~four ~~(formerly~~board ~~GLML)~~members ~~and~~were ~~5Leaf~~replaced ~~(together~~by the ~~“Consortium”),~~sellers ~~whereby~~at ~~NewBridge~~the ~~purchased~~Close. ~~the~~Due ~~shares~~to orthe ~~membership~~relative ~~interests~~size of the ~~several~~Consortium ~~entities~~compared ~~making~~to upthe Company prior to the ~~Consortium~~Closing ~~for~~and athe ~~combined~~change ~~31,000,000~~in ~~shares~~control of the Company~~’s common stock~~, ~~par~~the ~~value~~July ~~$0.0001~~Acquisitions ~~per~~were ~~share.~~considered ~~The~~a ~~Consortium~~reverse ~~consists~~acquisition ofand athe ~~farm,~~Consortium ~~nursery,~~is ~~extraction~~the ~~facility,~~acquirer ~~and~~for ~~management~~accounting ~~and~~purposes. The ~~real~~historical ~~estate~~financial ~~companies~~statements inare of the ~~cannabis industry~~Consortium.

~~Reverse~~Nature ~~Acquisition~~of Business – The ~~31,000,000 shares issued to the Consortium represented 76% of the 40,904,589 shares of the~~ Company’s ~~common~~is ~~stock~~vertically ~~issued~~integrated and ~~outstanding~~through ~~immediately~~its ~~following~~subsidiaries ~~the~~intends ~~July~~to ~~Acquisitions.~~cultivate, ~~In addition~~manufacture, ~~three~~and ofdistribute ~~the~~industrial ~~four~~hemp ~~board~~throughout ~~members were replaced by~~ the ~~sellers~~United atStates ~~the~~and ~~Close.~~medical ~~Due to the relative size of the Consortium compared to the Company prior to the Closing~~ and ~~the~~recreational ~~change~~cannabis in ~~control~~California ofas ~~the Company, the July Acquisitions were considered a reverse acquisition and the Consortium is the acquirer for accounting purposes. The historical financial statements are of the Consortium.~~follows:

~~Nature~~Mad ofCreek ~~Business~~Farm—plans ~~– The Company is vertically integrated and through its subsidiaries intends~~ to ~~cultivate,~~be ~~manufacture,~~a ~~and~~grower ~~distribute~~of ~~industrial hemp throughout the United States and medical and recreational~~ cannabis ~~in California as follows:~~,

~~Mad Creek Farm~~5Leaf—plans to bemanufacture aand ~~grower~~extract ofoils from hemp and cannabis,

~~5Leaf~~Green Thumb—~~plans~~has toapplied ~~manufacture~~for ~~and~~a ~~extract~~California ~~oils~~Type ~~from~~11 ~~hemp~~license ~~and~~in ~~cannabis~~the Bay area,

~~Green Thumb~~Genus—~~has~~plans ~~applied~~to ~~for~~provide aconsulting ~~California~~services ~~Type~~to 11cultivators, ~~license~~processors inand ~~the Bay area,~~ retailers.

~~Genus~~Elevated Education—is creating and plans to ~~provide~~market ~~consulting~~curriculum ~~services~~focused toon ~~cultivators~~the endocannabinoid system, ~~processors~~pharmacology and ~~retailers~~clinical applications of medical cannabis.

~~Elevated~~Bay ~~Education~~Clonery—~~is creating and~~ plans to ~~market~~operate ~~curriculum~~as ~~focused~~an onindoor ~~the~~nursery ~~endocannabinoid~~and ~~system,~~tissue ~~pharmacology~~culture lab and ~~clinical~~to ~~applications~~cultivate ofand ~~medical~~market cannabis clones.

~~Bay~~10th ~~Clonery—plans~~Street, to11th ~~operate~~Street, ~~as an indoor nursery~~ and ~~tissue~~Timothy ~~culture~~Lane—will ~~lab~~operate ~~and~~as toreal ~~cultivate~~estate ~~and~~holding ~~market cannabis clones~~companies.

~~10th~~Roots ~~Street,~~of ~~11th~~Caly—plans ~~Street,~~to ~~and~~operate ~~Timothy~~as ~~Lane—will~~an ~~operate~~indoor asnursery ~~real~~and ~~estate~~to ~~holding~~cultivate ~~companies~~and market cannabis clones.

~~Roots of Caly—plans to operate as an indoor nursery and to cultivate and market cannabis clones.~~ 8

9NOTE 2 – GOING CONCERN

~~NOTE~~The 2accompanying ~~– GOING~~condensed ~~CONCERN~~consolidated financial statements have been prepared with the recognition that there is considerable doubt about whether the Company can continue as a going concern. As shown in the accompanying condensed consolidated financial statements, the Company incurred a net loss of $6,483,876 for the six months ended June 30, 2019 and has an accumulated deficit of $9,953,213 at June 30, 2019. The Company also used cash in operating activities of $969,618 during the six months ended June 30, 2019. The Company is also in default on its notes payable related party, has a number of legal claims that have been filed for collection of amounts owed to various vendors, and has construction liens on some of its property (see Note 13). These factors raise substantial doubt about the Company’s ability to continue as a going concern.

~~The~~NOTE ~~accompanying~~3 ~~condensed~~– ~~consolidated~~SUMMARY ~~financial~~OF ~~statements~~SIGNIFICANT ~~have~~ACCOUNTING been prepared with the recognition that there is considerable doubt about whether the Company can continue as a going concern. As shown in the accompanying condensed consolidated financial statements, the Company incurred a net loss of $2,086,776 for the three months ended March 31, 2019 and has an accumulated deficit of $5,556,113 at March 31, 2019. The Company also used cash in operating activities of $907,979 during the three months ended March 31, 2019. The Company is also in default on its notes payable related party and has construction liens on some of its property. These factors raise substantial doubt about the Company’s ability to continue as a going concern.POLICIES

~~NOTE~~Interim 3Financial Information – ~~SUMMARY~~The OFaccompanying ~~SIGNIFICANT~~unaudited ~~ACCOUNTING~~condensed ~~POLICIES~~financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they are condensed and do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. The results of operations for the six months ended June 30, 2019, may not be indicative of the results that may be expected for the year ending December 31, 2019.

~~Interim~~These ~~Financial Information – The accompanying unaudited condensed~~ financial statements ~~have~~should ~~been~~be ~~prepared~~read in ~~accordance~~conjunction with ~~accounting principles generally accepted in~~ the ~~United States of America for interim~~ financial ~~information~~statements and ~~pursuant~~notes tothereto ~~the~~which ~~rules~~are ~~and~~included ~~regulations~~in of the ~~SEC. Accordingly,~~Company’s ~~they~~Annual ~~are~~Report ~~condensed~~on ~~and~~Form do10-K ~~not~~for ~~include all of~~ the ~~information~~year ~~and~~ended ~~notes~~December ~~required~~31, by2018. The accounting ~~principles~~policies ~~generally~~set ~~accepted~~forth in ~~the~~those ~~United~~annual ~~States of America for complete~~ financial statements~~. In~~ ~~the opinion of management, all adjustments considered necessary for a fair presentation have been included and~~ are ofthe asame ~~normal~~as ~~recurring~~the ~~nature. The~~accounting ~~results~~policies ofutilized ~~operations~~in ~~for~~ the ~~three~~preparation ~~months~~of ~~ended~~these ~~March~~financial 31statements, ~~2019,~~except ~~may~~as ~~not~~modified ~~be indicative of the results that may be expected~~ for ~~the~~appropriate ~~year~~interim ~~ending~~financial ~~December~~statement ~~31, 2019~~presentation.

~~These~~Use ~~financial~~of ~~statements~~Estimates ~~should~~– beThe ~~read~~preparation inof ~~conjunction with the~~ financial statements ~~and~~in ~~notes~~conformity ~~thereto~~with ~~which~~accounting ~~are~~principles ~~included~~generally accepted in the ~~Company’s~~United ~~Annual~~States ~~Report~~of onAmerica ~~Form~~requires ~~10-K~~management ~~for~~to ~~the~~make ~~year~~estimates ~~ended~~and ~~December~~assumptions ~~31,~~that ~~2018.~~affect ~~The~~the ~~accounting~~reported ~~policies~~amounts ~~set~~of ~~forth~~assets inand ~~those~~liabilities ~~annual~~and ~~financial~~disclosure ~~statements~~of ~~are~~contingent ~~the~~assets ~~same~~and asliabilities at the ~~accounting~~date ~~policies~~of ~~utilized~~the infinancial statements and the ~~preparation~~reported amounts of ~~these~~revenue ~~financial~~and ~~statements,~~expenses ~~except~~during asthe ~~modified~~reporting ~~for~~period. Actual ~~appropriate~~results ~~interim~~could ~~financial~~differ ~~statement~~from ~~presentation~~those estimates.

~~Use~~Fair ofValue ~~Estimates~~ – The ~~preparation~~fair ofvalues ~~financial statements in conformity with accounting principles generally accepted in the United States~~ of ~~America requires management to make estimates and assumptions that affect~~ the ~~reported~~Company’s ~~amounts~~financial of assets and liabilities ~~and~~approximate ~~disclosure~~their ofcarrying ~~contingent~~amounts ~~assets and liabilities~~ at the ~~date of the financial statements and the reported amounts of revenue and expenses during the~~ reporting ~~period~~date. ~~Actual results could differ from those estimates.~~

~~Fair~~Cash ~~Value~~and Cash Equivalents – The ~~fair~~balance ~~values~~in cash and cash equivalents consists of ~~the~~cash reserves held in bank accounts. The Company’s ~~financial~~maintains ~~assets~~cash balances in bank accounts that, at times, exceed federally insured limits. The Company has not experienced any losses in these accounts and ~~liabilities~~believes ~~approximate~~it ~~their~~is ~~carrying~~not ~~amounts~~exposed atto ~~the~~any ~~reporting~~significant ~~date~~risk with respect to cash.

~~Cash~~Property and ~~Cash~~Equipment ~~Equivalents~~ – Property ~~The~~and ~~balance~~equipment inare ~~cash~~stated ~~and~~at ~~cash~~cost. Depreciation ~~equivalents~~is ~~consists~~computed using the straight-line method based on the estimated useful lives of ~~cash~~the ~~reserves~~related ~~held~~assets. Expenditures inthat ~~bank~~materially ~~accounts~~increase values or capacities or extend useful lives of property and equipment are capitalized. Leasehold ~~The~~improvements ~~Company~~are ~~maintains~~assigned ~~cash~~useful ~~balances~~lives inbased ~~bank~~on ~~accounts~~the ~~that~~shorter of their useful lives or the term of the related leases, atincluding ~~times~~renewal options likely to be exercised. Routine maintenance, ~~exceed~~repairs ~~federally~~and ~~insured~~renewal ~~limits~~costs are expensed as incurred. ~~The~~When ~~Company~~property ~~has~~is ~~not~~retired ~~experienced~~or ~~any~~otherwise ~~losses~~disposed inof, ~~these~~the ~~accounts~~carrying ~~and~~values ~~believes~~are itremoved isfrom ~~not~~the ~~exposed~~property toand ~~any~~equipment ~~significant~~and ~~risk~~related ~~with~~accumulated ~~respect~~depreciation toand ~~cash.~~amortization accounts.

~~Property~~Goodwill ~~and Equipment~~ – ~~Property~~The ~~and~~Company ~~equipment~~tests ~~are~~its ~~stated~~recorded atgoodwill ~~cost. Depreciation~~for isimpairment ~~computed~~annually ~~using the straight-line method based~~ on ~~the~~November ~~estimated~~30, ~~useful lives of the related assets. Expenditures that materially increase values~~ or ~~capacities~~more oroften ~~extend~~if ~~useful~~indicators ~~lives~~ of ~~property~~potential ~~and~~impairment ~~equipment are capitalized. Leasehold improvements are assigned useful lives based on the shorter of their useful lives or the term of the related leases~~exist, ~~including~~by ~~renewal~~determining ~~options~~if ~~likely to be exercised. Routine maintenance, repairs and renewal costs are expensed as incurred. When property is retired or otherwise disposed of,~~ the carrying ~~values~~value ~~are~~of ~~removed~~each ~~from~~reporting ~~the~~unit ~~property and equipment and related accumulated depreciation and amortization accounts.~~

Goodwill – The Company tests its recorded goodwill for impairment annually on November 30, or more often if indicators of potential impairment exist, by determining if the carrying value of each reporting unit 9

10exceeds its estimated fair value. Factors that could trigger impairment include, but are not limited to, underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the Company’s overall business and significant negative industry or economic trends. Future impairment reviews may require write-downs in the Company’s goodwill and could have a material adverse impact on the Company’s operating results for the periods in which such write-downs occur. As of June 30, 2019 and 2018, goodwill was $9,245,953 and $0, respectively.

~~exceeds~~Long-Lived ~~its~~Assets ~~estimated~~– Long-lived ~~fair~~assets ~~value.~~are ~~Factors~~reviewed ~~that~~for ~~could~~impairment ~~trigger~~when ~~impairment~~events ~~include,~~or ~~but~~changes ~~are~~in ~~not~~circumstances ~~limited~~indicate ~~to,~~the ~~underperformance~~carrying ~~relative~~values toof ~~historical~~the orassets ~~projected~~may ~~future~~not ~~operating~~be ~~results,~~fully ~~significant~~recoverable. ~~changes~~When inthis occurs, the ~~manner~~Company ofreviews ~~use~~the ofvalues ~~the~~assigned ~~acquired~~to long-lived assets orby analyzing the ~~Company’s~~anticipated, ~~overall~~undiscounted ~~business~~cash ~~and~~flows ~~significant~~they ~~negative~~generate. When ~~industry~~the orexpected ~~economic~~future ~~trends.~~undiscounted ~~Future~~cash ~~impairment~~flows ~~reviews~~from ~~may~~these ~~require~~assets ~~write-downs~~do innot exceed their carrying values, the Company’s ~~goodwill~~estimates ~~and~~the ~~could~~fair ~~have~~values aof ~~material~~such ~~adverse~~assets. ~~impact~~Impairment onis recognized to the ~~Company’s~~extent ~~operating~~the ~~results~~carrying ~~for~~values of the ~~periods~~assets inexceed ~~which~~their ~~such~~estimated ~~write-downs~~fair ~~occur~~values. AsAssets ofheld ~~March~~for ~~31,~~sale ~~2019~~are ~~and~~reported ~~2018,~~at ~~goodwill~~the ~~was~~lower ~~$9,245,953~~of ~~and~~their ~~$0,~~carrying ~~respectively~~values or fair values less costs to sell.

~~Long-Lived~~Research ~~Assets~~and Development – ~~Long-lived~~Research ~~assets~~and ~~are~~development ~~reviewed~~costs ~~for~~are ~~impairment~~expensed ~~when~~as ~~events~~incurred orand ~~changes~~are included in ~~circumstances indicate the carrying values of the assets may not be fully recoverable. When this occurs~~selling, ~~the~~general ~~Company~~and ~~reviews~~administrative ~~the values assigned to long-lived assets by analyzing the anticipated, undiscounted cash flows they generate~~expense. When the expected future undiscounted cash flows from these assets do not exceed their carrying values, the Company estimates the fair values of such assets. Impairment is recognized to the extent the carrying values of the assets exceed their estimated fair values. Assets held for sale are reported at the lower of their carrying values or fair values less costs to sell.

~~Research~~Stock-Based ~~and~~Compensation ~~Development~~ – ~~Research~~The ~~and~~Company ~~development~~records ~~costs~~compensation expense in the financial statements for stock-based awards based on the grant date fair value of those awards that are ~~expensed~~ultimately asexpected ~~incurred~~to vest. As such, the value of the award is reduced for the estimated forfeitures at the date of grant and ~~are~~revised, ~~included~~if necessary, in ~~selling~~subsequent periods if actual forfeitures differ from those estimates. The Company determines the grant date fair value of the options using the Black-Scholes option-pricing model. Stock-based compensation expense is recognized over the requisite service periods of the awards on a ratable basis, ~~general~~which recognizes expense for each vesting tranche of each grant starting on the grant date and ~~administrative~~finishing ~~expense~~on the vest date for that tranche.

~~Stock-Based~~Revenue ~~Compensation~~Recognition – The Company ~~records~~generates ~~compensation~~revenue ~~expense~~through inconsulting ~~the~~arrangements, ~~financial~~and ~~statements~~in ~~for~~the ~~stock-based~~future ~~awards~~from ~~based~~manufacturing onservices, ~~the~~producing ~~grant~~and ~~date~~selling ~~fair~~products. The ~~value~~revenue ofwill ~~those~~be ~~awards~~recognized ~~that~~at ~~are~~the ~~ultimately~~point ~~expected~~in totime ~~vest. As~~that ~~such,~~ the ~~value~~services ofare ~~the~~performed ~~award~~and isproducts ~~reduced~~are ~~for~~sold ~~the~~and ~~estimated~~delivered ~~forfeitures~~to at the ~~date~~customer. This ofpolicy ~~grant~~will ~~and~~be ~~revised,~~modified if necessary, inas ~~subsequent~~the ~~periods~~Company ifgrows ~~actual~~and ~~forfeitures~~develops ~~differ~~multiple ~~from~~revenue ~~those estimates~~sources. The ~~Company~~company ~~determines~~had ~~the~~rental ~~grant~~income ~~date~~prior ~~fair~~to ~~value of the options using the Black-Scholes option-pricing model~~2019. ~~Stock-based~~ The ~~compensation~~rental ~~expense~~income iswas recognized ~~over~~monthly ~~the~~when ~~requisite~~earned ~~service periods of the awards on a ratable basis, which recognizes expense for each vesting tranche of each grant starting on the grant date~~ and ~~finishing~~collection onreasonably ~~the vest date for that tranche~~assured.

~~Revenue~~Income ~~Recognition~~Taxes – The Company ~~generates~~accounts ~~revenue~~for ~~through~~income ~~consulting~~taxes ~~arrangements,~~pursuant ~~and~~to inAccounting ~~the~~Standards ~~future~~Codification ~~from~~(ASC) ~~manufacturing services~~740, ~~producing~~Income ~~and~~Taxes, ~~selling~~which ~~products. The~~requires ~~revenue will be recognized at~~ the ~~point~~use inof ~~time that~~ the ~~services~~asset ~~are performed~~ and ~~products~~liability ~~are~~method ~~sold~~of ~~and~~accounting ~~delivered~~for todeferred ~~the~~income ~~customer~~taxes. ~~This~~We ~~policy~~recognize ~~will~~deferred betax ~~modified~~liabilities ifand ~~necessary~~assets asbased on the ~~Company~~differences ~~grows~~between ~~and~~the ~~develops~~tax ~~multiple~~basis ~~revenue~~of ~~sources.~~assets ~~The~~and ~~company~~liabilities ~~had~~and ~~rental~~their ~~income~~reported ~~prior~~amounts toin the ~~recent~~financial ~~quarter. The~~statements ~~rental~~that ~~income~~will ~~was~~result ~~recognized~~in ~~monthly~~taxable ~~when~~or ~~earned~~deductible ~~and~~amounts ~~collection~~in ~~reasonably~~future ~~assured~~years.

~~Income~~All ~~Taxes~~allowances ~~– The~~against ~~Company~~deferred ~~accounts for~~ income ~~taxes~~tax ~~pursuant~~assets toare ~~Accounting~~recorded ~~Standards~~in ~~Codification~~whole ~~(ASC)~~or ~~740,~~in ~~Income Taxes~~part, ~~which~~when ~~requires~~it ~~the~~is ~~use~~more oflikely ~~the~~than ~~asset~~not ~~and~~those ~~liability~~deferred ~~method~~income oftax ~~accounting~~assets ~~for~~will ~~deferred~~not ~~income~~be ~~taxes~~realized. WeDeferred ~~recognize~~tax ~~deferred~~assets ~~tax~~and liabilities ~~and~~are ~~assets~~measured ~~based~~using onenacted ~~the~~tax ~~differences~~rates ~~between~~expected ~~the~~to ~~tax~~be ~~basis~~recovered ofor settled. The effect on deferred tax assets and liabilities ~~and~~of ~~their~~a ~~reported~~change ~~amounts~~ in ~~the~~tax ~~financial~~rates ~~statements~~is ~~that~~recognized ~~will~~in ~~result~~income in ~~taxable~~the orperiod ~~deductible~~that ~~amounts~~includes inthe ~~future~~enactment ~~years~~date.

~~All~~A ~~allowances~~valuation ~~against~~allowance ~~deferred~~is ~~income~~required ~~tax~~to ~~assets~~the ~~are~~extent ~~recorded in whole or in part, when~~ it is more -likely -than -not ~~those~~that a deferred ~~income~~ tax ~~assets~~asset will not be realized. ~~Deferred~~ ~~tax~~ASC ~~assets~~740 ~~and~~also ~~liabilities~~requires ~~are~~reporting ~~measured~~of ~~using~~taxes ~~enacted~~based on tax ~~rates~~positions ~~expected~~that tomeet bea ~~recovered~~more-likely-than-not orstandard ~~settled.~~and ~~The~~are ~~effect~~measured onat ~~deferred~~the ~~tax~~amount ~~assets~~that ~~and~~is ~~liabilities~~more-likely-than-not ofto abe ~~change~~realized. inDifferences between financial and tax ~~rates~~reporting iswhich ~~recognized~~do innot ~~income~~meet inthis ~~the~~threshold ~~period~~are ~~that~~required ~~includes~~to ~~the~~be ~~enactment~~recorded ~~date~~as unrecognized tax benefits.

ABasic ~~valuation~~and ~~allowance~~Diluted isLoss ~~required~~Per toShare ~~the~~– Basic ~~extent~~loss itper iscommon ~~more-likely-than-not~~share ~~that~~is acalculated ~~deferred~~by ~~tax~~dividing ~~asset~~net ~~will~~loss ~~not~~by bethe ~~realized.~~weighted-average ~~ASC~~number ~~740 also requires reporting~~ of ~~taxes~~common ~~based~~shares onoutstanding ~~tax~~during ~~positions that meet a more-likely-than-not standard and are measured at~~ the ~~amount that is more-likely-than-not to be realized~~period. ~~Differences~~Diluted ~~between~~loss ~~financial~~per ~~and~~common ~~tax~~share ~~reporting~~is ~~which do not meet this threshold are required to be recorded as unrecognized tax benefits.~~

Basic and Diluted Loss Per Share – Basic loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is 10

11calculated by dividing net loss by the weighted-average number of common shares outstanding during the period giving effect to potentially dilutive common stock equivalents. As of June 30, 2019 and 2018, the Company had 7,136,667 and 0, respectively, common stock equivalents outstanding.

~~calculated~~Customer byConcentration ~~dividing~~– Concentration ~~net~~of ~~loss~~credit byrisk ~~the~~with ~~weighted-average~~respect ~~number~~to ofaccounts ~~common~~receivable ~~shares~~is ~~outstanding~~limited ~~during~~due ~~the~~to ~~period~~only ~~giving~~having ~~effect~~a tofew ~~potentially~~sales. ~~dilutive~~For ~~common~~consulting ~~stock~~revenue, ~~equivalents. As~~the Company had one customer account for 100% of ~~March~~total 31rental income for the six months ended June 30, 2019. There ~~and~~was no consulting revenue during the six months ended June 30, 2018. For rent revenue, the Company had ~~4,834,000~~one ~~and~~tenant 0,account ~~respectively~~for 100% of total rent revenue for the six months ended June 30, ~~common~~2018. There ~~stock~~was ~~equivalents~~no ~~outstanding~~rent revenue for the six months ended June 30, 2019.

~~Customer~~Recent ~~Concentration~~Accounting Pronouncements – ~~Concentration~~In ofFebruary ~~credit~~2016, ~~risk~~the ~~with~~Financial ~~respect~~Accounting toStandards ~~accounts~~Board ~~receivable~~(“FASB”) isissued ~~limited~~ASU ~~due~~No. to2016-02, ~~only~~Leases ~~having~~(Topic a842) ~~few~~("ASU ~~sales~~2016-02"). ~~For~~ASU ~~consulting~~2016-02 ~~revenue,~~changes the ~~Company~~accounting ~~had one customer account~~ for ~~100%~~leases. ofIn ~~total rental income for the three months ended March 31~~particular, ~~2019. There~~lessees ~~was~~will norecognize ~~consulting~~lease ~~revenue~~assets ~~during~~and ~~the~~lease ~~three~~liabilities ~~months~~for ~~ended~~operating ~~March 31, 2018~~leases. ~~For~~ ~~rent~~The ~~revenue, the~~ Company ~~had~~adopted ~~one~~ASU ~~tenant~~2016-02 ~~account~~on ~~for~~January ~~100% of total rent revenue for the three months ended March 31~~1, ~~2018. There~~2019 ~~was~~as nodescribed ~~rent~~in ~~revenue~~Note ~~for the three months ended March 31, 2019~~11.

~~Recent Accounting Pronouncements –~~ In June ~~February 2016~~2018, the ~~Financial Accounting Standards Board (“~~FASB”) issued ASU ~~No. 2016~~2018-0207, Compensation-Stock ~~Leases~~Compensation (Topic ~~842~~718), Improvements to Nonemployee Share-Based Payment Accounting ("ASU ~~2016~~2018-0207"), which simplifies the accounting for share-based payments granted to non-employees for goods and services. ~~ASU~~The ~~2016~~guidance aligns the accounting for non-02employee ~~changes~~equity based awards with the accounting for ~~leases.~~employee Inequity-based ~~particular~~awards, ~~lessees~~and ~~will~~requires ~~recognize~~equity-classified ~~lease~~share-based ~~assets~~payment ~~and~~awards ~~lease~~issued ~~liabilities~~to ~~for~~non-employees ~~operating~~to ~~leases~~be measured based on the grant date price, rather than remeasure the awards through the performance completion date. ASU 2018-07 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company adopted ASU ~~2016~~2018-0207 on January 1, 2019. asThe ~~described~~adoption inof ~~Note~~this 11ASU did not have a material impact on the Company's consolidated financial statements and related disclosures.

NOTE 4 – CHANGES IN ACCOUNTING PRINCIPLE

As described in Note 6, the Company adopted Topic 842 Leases, effective January 1, 2019 resulting in the retrospective adjustment of the comparative 2018 periods presented. Prior to the application of Topic 842, the rent expense was recorded in the amount of the lease payments, adjusted on straight-line basis over the lease term. The presented condensed consolidated statement of operations and condensed consolidated statement of cash flows for the ~~three~~six-month period ended ~~March~~June 3130, 2018 were not adjusted since the lease did not commence until August 1, 2018. The balance sheet presented as of December 31, 2018 is adjusted to reflect the ROU asset and operating lease liability described in Note 6. Stockholders’ equity was not affected since the total 2018 expense remained the same.

NOTE 5 – ASSET PURCHASE ~~AGREEMENT~~AGREEMENTS AND JOINT ~~VENTURE~~VENTURES

EcoXtraction Asset Purchase and CleanWave Labs, LLC Joint Venture – On February 14, 2019, the Company and EcoXtraction LLC, a Louisiana limited liability company (the “Seller”) entered into an Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which the Company issued to the Seller an aggregate of 2,350,000 shares of the Company’s common stock par value $0.0001 per share (the “Shares”) and the Seller sold to the Company certain equipment and other tangible property. In connection with the Purchase Agreement, the Company and the Seller entered into a Lock-Up Agreement, which provides that, among other things, the Seller may not liquidate any of the Shares received in connection with the Purchase Agreement until September 30, 2020 (the “Lock-Up Agreement”). Further, in connection with the Purchase Agreement and the Lock-Up Agreement, the Company and the Seller entered into a Registration Rights Agreement, wherein the Company agreed to provide certain registration rights under the Securities Act of 1933 (the “Securities Act”) including an obligation to, within ninety (90) days following the Seller’s written request, prepare and file with the Securities and Exchange Commission (the “SEC” or the “Commission”) a Registration Statement or Registration Statements on Form S-1, or such other applicable form if Form S-1 is not available.

~~The purchase accounting consisted of the following:~~11

Machinery and equipment			$210,970
Technology licensing rights			2,820,530
Total assets			$3,031,500

The purchase accounting consisted of the following:

The above table is a provisional valuation. A formal valuation will be obtained for the year end financial statements.

Machinery and equipment			$210,970
Technology licensing rights			2,820,530
Total assets			$3,031,500

The ~~2,350,000~~above ~~shares~~table ~~issued~~is ona ~~February~~provisional ~~14,~~valuation. A ~~2019~~formal ~~were~~valuation ~~valued~~will atbe ~~$1.29~~obtained ~~per~~for ~~share,~~the ~~$3,031,500~~year-end infinancial ~~total~~statements.

12The 2,350,000 shares issued on February 14, 2019 were valued at $1.29 per share, $3,031,500 in total.

The Purchase Agreement conveyed only assets; the Company did not receive any ownership interest in or to the Seller or the securities of the Seller and the Company does not consider it to be an acquisition of a business. The Company and the Seller also took steps described herein to create a joint venture (the “Joint Venture”).

In connection with the Purchase Agreement, on February 14, 2019, the Company and the Seller entered into a License Agreement, pursuant to which Seller sub-licensed to the Company certain intellectual property relating to cannabis extraction technology which the Seller licenses from Hydro Dynamics, Inc. (“Hydro”) (the “License Agreement”). Subject to the terms of the License Agreement, the Seller grants to the Company certain licenses, including an exclusive license for an initial term of two (2) years from the effective date of the agreement (the “Exclusive License”). The Company has the option to renew the Exclusive License for two (2) successive additional terms of one (1) year each. The Company shall exercise its renewal option by giving the Seller written notice of the Company’s intent to renew the license; in consideration for each one-year renewal term, the Company shall issue to the Seller 250,000 shares of the Company’s common stock. The Company is under no obligation to renew.

On February 14, 2019, the Company, EcoXtraction LLC (“EcoX”) and CleanWave entered into an Assignment and License Agreement (the “A&L Agreement”), pursuant to which ~~the~~EcoX ~~Seller~~ agreed to assign and/or license certain intellectual property to CleanWave, and the Company agreed to contribute an aggregate of $2,000,000 of cash contributions to CleanWave (the “Cash Contribution”) such Cash Contribution being made no later than by the second anniversary of the effective date of the A&L Agreement. If the Cash Contribution is not met, then ownership of certain intellectual property described in the A&L Agreement shall revert back to EcoX, and CleanWave would execute all documents necessary to re-assign such intellectual property back to EcoX.

In connection with the Purchase Agreement, on February 1514, 2019, the Company and EcoX created CleanWave Labs, LLC, a Nevada limited liability company (“CleanWave”) with each of the Company and EcoX as the members of CleanWave (the “Operating Agreement”). The Company shall own 50% of the member equity interests and 50% of the member profit interests of CleanWave. CleanWave was formed primarily for the purpose of (i) developing and exploiting certain proprietary technologies being assigned and licensed to the Company by EcoX designed to extract CBD, THC, as well as additional compounds from cannabis and hemp plants and (ii) manufacture and market equipment derived from that technology for use in extracting CBD, THC and additional compounds. Pursuant to the terms of the Operating Agreement and in consideration of its membership interests, the Company shall provide certain equipment, as well as $2,000,000 in working capital over a two-year period, with the first $150,000 of the $2,000,000 paid to Hydro upon election to be used to pay Hydro the amount owed by EcoX to Hydro. ~~The Company has not yet made the $150,000 payment to Hydro.~~

~~As of March 31, 2019, the Investment in CleanWave was $39,912, which consisted of $52,450 of equipment contributed from NewBridge to CleanWave, less $~~12~~,537 for NewBridge’s share of the net loss of CleanWave during the three months ended March 31, 2019.~~

The Company analyzed CleanWave and determined that it is a variable interest entity since the total equity investment is not sufficient to permit the entity to finance its activities without additional funding from NewBridge. Also, neither NewBridge nor EcoX have a controlling financial interest in CleanWave since neither entity has the power to direct the activities of CleanWave that most significantly impact the economic performance of CleanWave. This is because neither party can approve the annual budget without the other party’s agreement since neither party has a majority interest. As a result, neither party is the primary beneficiary. NewBridge accounted for its interest in CleanWave using the equity method.

~~NOTE~~As 6of ~~– OPERATING~~June ~~LEASES~~30, 2019, the Investment in CleanWave was $527,723, which consisted of $52,450 of equipment and $511,573 of cash contributed from NewBridge to CleanWave, less $36,300 for NewBridge’s share of the net loss of CleanWave during the six months ended June 30, 2019.

~~The~~Hydro Technology License Acquisition – On April 12, 2019, the Company ~~adopted~~and ~~Topic~~Hydro ~~842~~Dynamics, ~~Leases~~Inc., ~~effective~~a ~~January~~Georgia 1corporation (“Hydro”) entered into a technology license agreement (the “Agreement”), ~~2019~~whereby the Company would license from Hydro certain Hydro-owned technology and ~~adjusted~~associated intellectual property including the ~~2018~~ShockWave ~~comparative~~Power ~~period~~Reactor/Extractor, ~~presented~~such byintellectual ~~applying~~property being useful in a variety of industries including but not limited to those industries which extract, mix, heat, hydrate, homogenize and crystallize materials (the ~~new~~“Hydro ~~standard~~Technology”). asPursuant to the terms and subject to the conditions set forth in the Agreement, the Company shall, in consideration for licensing the Hydro Technology from Hydro, furnish to Hydro: (i) a one-time lump-sum cash payment of $60,000 (the “Cash Payment”) no later than July 3, 2019; (ii) four semiannual payments of $125,000 each for an aggregate of $500,000 in payments beginning on January 15, 2020 and culminating with a final payment on July 15, 2021, such $500,000 is convertible into shares of the Company’s common stock, par value $0.0001 per share at a conversion price of $1.00 per share or the market price at the time of conversion but not less than $0.75 per share; (iii) 2,125,000 ~~2018~~shares of the Company’s Common Stock (the “Stock Payment”) and (iv) an annual license fee of $100,000 no later than January 15 of each year of the Term beginning in 2022. AsIn addition to these fees, Hydro and the Company agreed to enter into a revenue-sharing plan whereby the Company will furnish to Hydro 3% of net revenues from the Company derived by the Company’s sale or lease of certain technologies (the “Revenue-Sharing Arrangement”) and Hydro is further permitted to sell certain stand-alone products to third-parties in exchange for paying to the Company a participation fee for any such third-party sales. The agreement is perpetual, subject to the Company’s right to terminate the agreement at the end of the Company’s 2025 fiscal year. The license does not meet the definition of an intangible asset acquired in an asset acquisition and, as a result, the ~~2018~~cost ~~periods~~of ~~presented~~the license was expensed as of the effective date. The total expense was $2,153,750, which consisted of the $60,000 cash payment, $500,000 convertible debt and $1,593,750 for the 2,125,000 shares of common stock issued at $0.75 per share.

13King Hemp Farm, LLC Joint Venture – On April 17, 2019, the Company and King Hemp Farm NM, LLC, a New Mexico limited liability company (“King”), entered into an operating agreement (the “Operating Agreement”), pursuant to which the Companies formed King Hemp Farm LLC, a Nevada limited liability company (the “Joint Venture” or “King JV”). The Companies formed the Joint Venture primarily for the purpose of exploiting certain farming operations to raise hemp on properties controlled by King and to extract CBD and additional compounds from hemp plants. In connection with the Operating Agreement, King granted the Company two 10-year leases on at least 10 acres of land controlled by King. The managers of the Joint Venture are initially Robert Bench, the Company’s Chief Financial Officer, and Tyler King. The members of the Joint Venture are the Company and King, each with a 50% membership interest, with payment from the proceeds generated by the Joint Venture to be distributed in accord with the respective capital contributions of each of the Company and King. King agreed to cultivate 50 acres of land in 2019 and the Company issued 1,000,000 shares, valued at $0.50 per share to King during April 2019.

for comparative purpose have been adjusted to reflect the application of Topic 842 with an adjustment to opening balance of stockholders’ equity at January 1, 2018 for cumulative effect of the initial application (see Note 4).13

The Company ~~leases~~analyzed athe ~~4,200~~King ~~square~~Joint ~~foot~~Venture ~~facility~~and indetermined ~~Oakland,~~that ~~California~~it ~~for~~is ~~$3,500~~a ~~per~~variable ~~month.~~interest ~~After~~entity ~~year~~since ~~one,~~ the ~~Landlord~~total ~~can~~equity ~~increase~~investment is not sufficient to permit the ~~rent~~entity to ~~fair~~finance ~~market~~its ~~value~~activities without additional funding from NewBridge. Also, ~~not~~neither NewBridge nor King have a controlling financial interest in King JV since neither entity has the power to ~~exceed~~direct ~~$3.50~~the ~~per~~activities ~~square~~of ~~foot. The~~King ~~lease~~JV ~~commenced~~that ~~August~~most 1,significantly ~~2018~~impact ~~and~~the ~~expires~~economic ~~August~~performance 1,of ~~2028~~King JV. ~~The~~This ~~lessor~~ is ~~Hong~~because Soneither ~~Mac,~~party acan ~~related~~approve the annual budget without the other party’s agreement since neither party has a majority interest. ~~Although~~As ~~possible~~a result, neither party is the ~~Company~~primary ~~does~~beneficiary. NewBridge ~~not~~accounted ~~anticipate~~for anits ~~increase~~interest in King JV using the ~~rent~~equity method.

As ~~a result~~ of ~~the~~June ~~adoption~~30, ~~of ASC 842~~2019, the ~~Company~~Investment ~~recognized~~in anKing ~~operating~~JV ~~liability~~was ~~with~~$553,855, awhich ~~corresponding~~consisted ~~right-~~of~~-use~~ ~~(“ROU”)~~$53,855 ~~asset~~ of ~~the~~cash ~~same~~contributions ~~amount~~and ~~based~~$500,000 ~~on the present value~~ of ~~the~~stock ~~minimum~~contributions ~~rental~~from ~~payments~~NewBridge ofduring the ~~lease~~six asmonths ofended ~~August~~June 130, ~~2018~~2019. ~~The discount rate used to compute the present value of the minimum rental payments of the lease is the Company’s estimated borrowing rate of 10%.~~ ~~The~~There ~~ROU~~was ~~asset~~minimal isactivity ~~amortized~~in onKing aJV ~~straight-line~~as ~~basis over the remaining term~~ of ~~the~~June ~~lease~~30, ~~which is recorded as rent expense~~2019.

~~Balance~~Innovative ~~sheet~~Separations ~~information~~Inc. ~~related~~Joint Venture – On May 1, 2019, the Company and Innovative Separations, LLC, an Oregon limited liability company (“Innovative”) together with Joseph Mazza, the managing member of Innovative (“Mr. Mazza”) entered into a letter of intent, pursuant to which the Company and Innovative will be joint partners for the purpose of exploiting certain farming operations that raise cannabis and hemp and to extract CBD, THC and other compounds from cannabis and hemp plants through the use of certain technologies and equipment (the “Innovative Transaction”). Pursuant to the terms of the letter of intent and subject to the conditions to be set forth in an Operating Agreement, the Company may: (i) issue 25,000 shares of the Company’s common stock to Mr. Mazza, and 25,000 shares of the Company’s common stock to the Gary and Gail Harstein Family Trust; (ii) enter into a lease ispurchase option to purchase certain property; (iii) place at least one Company ShockWave Power™ Reactor (SPR) in Innovative and (iv) provide cash for working capital of up to $200,000 over a one-year period. In addition to the Innovative joint venture, the Company will receive the right to use certain trade names and access to certain lands currently owned by Innovative (together with the Innovative joint venture, the “Innovative Interests”). The term of the proposed Operating Agreement shall be perpetual absent certain dissolution provisions as ~~follows:~~further described in the Operating Agreement. The Operating Agreement may also provide for certain drag-along provisions, whereby the Managers may require any members of Innovative to sell their respective Innovative MIs to a proposed purchaser.

	March 31,		December 31,
	2019		2018
Operating lease right-of-use asset	$	254,199		258,276
Operating lease liability, current portion		(17,362)		(16,935)
Operating lease liability, net of current portion		(236,837)		(241,341)

As of June 30, 2019, the Company and Innovative had not entered into any agreements, issued any stock, or placed the SPR extraction unit; however, the Company has advanced $200,000 to Innovative for purchase of Hemp biomass, which will be inventory of the joint venture once the joint venture agreement is finalized. The $200,000 is classified as a prepaid asset on the Company’s books as of June 30, 2019.

Apothio Bakersfield, LLC Joint Venture – On May 2, 2019, the Company and Apothio, LLC, a Colorado limited liability company (“Apothio”) entered into an operating agreement (the “Operating Agreement”), pursuant to which the Company and Apothio agreed to form Apothio Bakersfield, LLC, a Nevada limited liability company (the “Joint Venture” or “Apothio JV”), whereby pursuant to the terms and subject to the conditions set forth in the Operating Agreement, the Company and Apothio shall each receive fifty percent (50%) of the membership interests in the Joint Venture. Under the terms of the Operating Agreement, the Company will be required to: (i) underwrite costs to contribute extraction equipment; (ii) fund the cost of a fully-functional extraction facility and (iii) install a fully-functional testing laboratory with certain equipment as determined by the managers of the Joint Venture. Apothio will contribute existing biomass of approximately 150,000 pounds for the Company to begin processing and extraction, and will contribute some of its 512 acres of plants. The ~~components~~term of ~~lease~~the ~~expense~~Operating ~~are~~Agreement shall be perpetual absent certain dissolution provisions as ~~follows:~~further described in the Operating Agreement. The Operating Agreement also provides for certain drag-along provisions, whereby the managers may require any members of the Joint Venture to sell their respective membership interests to a proposed purchaser.

	March 31,		March 31,
	2019		2018
Amortization of right-of-use asset recorded as rent expense	$	4,077	$	-
Interest on lease liability included in other expense		6,423		-
Total lease cost	$	10,500	$	-

~~Maturities~~The Company analyzed the Apothio Joint Venture and determined that it is a variable interest entity since the total equity investment is not sufficient to permit the entity to finance its activities without additional funding from NewBridge. Also, neither NewBridge nor Apothio have a controlling financial interest in Apothio JV since neither entity has the power to direct the activities of Apothio JV that most significantly impact the ~~lease~~economic ~~liability~~performance ~~are~~of asApothio ~~follows:~~JV. This is because neither party can approve the annual budget without the other party’s agreement since neither party has a majority interest. As a result, neither party is the primary beneficiary. NewBridge accounted for its interest in Apothio JV using the equity method.

Future Minimum Lease Payments
2019	$	42,000
2020		42,000
2021		42,000
2022		42,000
2023		42,000
Thereafter		210,000
Total future minimum lease payments	$	420,000
Less: amount representing interest		(165,801)
Present value of future payments	$	254,199
Current portion		17,362
Long-term portion		236,837

As of June 30, 2019, the Investment in Apothio JV consisted of $5,182 of cash contributions. There was minimal activity in Apothio JV as of June 30, 2019.

~~Other~~NOTE ~~information~~6 ~~related~~– OPERATING ~~to the lease:~~LEASES

			March 31,			March 31,
			2019			2018

The Company adopted Topic 842, Leases, effective January 1, 2019 and adjusted the 2018 comparative period presented by applying the new standard as of January 1, 2018. As a result, the 2018 periods presented for comparative purpose have been adjusted to reflect the application of Topic 842 with an adjustment to opening balance of stockholders’ equity at January 1, 2018 for cumulative effect of the initial application (see Note 4).

14The Company leases a 4,200 square foot facility in Oakland, California for $3,500 per month. After year one, the Landlord can increase the rent to fair market value, not to exceed $3.50 per square foot. The lease commenced August 1, 2018 and expires August 1, 2028. The lessor is Hong So Mac, a related party.

Operating cash flows
Cash paid related to operating lease obligations	$	10,500	-
Weighted average remaining lease term (in years)
Operating leases		9.33	-
Weighted average discount rate
Operating leases		10.0%	0.0%

As a result of the adoption of ASC 842, the Company recognized an operating liability with a corresponding right-of-use (“ROU”) asset of the same amount based on the present value of the minimum rental payments of the lease as of August 1, 2018. The discount rate used to compute the present value of the minimum rental payments of the lease is the Company’s estimated borrowing rate of 10%. The ROU asset is amortized on a straight-line basis over the remaining term of the lease, which is recorded as rent expense.

OnBalance ~~March~~sheet ~~31,~~information ~~2019,~~related ~~there was a fire on the property next~~ to the ~~location the~~ lease making the building uninhabitable since then. The city removed the red tag on the property on June 17 so now the landlord can get the insurance company to assess the water damage and begin repairing the building. It will likely continue to be uninhabitable through September 2019. According to the lease, the Company does not have to make lease payments while the building is uninhabitable and also has the option to terminate the lease if it chooses. The Company has not made a decision yet on whether to terminate the lease and stopped paying rent until the property is fixed. The ROU asset and lease liability will continue to decrease as ~~originally scheduled.~~follows:

NOTE 7 – PROPERTY AND EQUIPMENT

	June 30,		December 31,
	2019		2018

Operating lease right-of-use asset	$	250,019		258,276
Operating lease liability, current portion		(17,799)		(16,935)
Operating lease liability, net of current portion		(232,220)		(241,341)

AsThe components of ~~March~~lease ~~31,~~expense ~~2019,~~are ~~the~~as ~~Company’s property and equipment consists of the following~~follows:

Property and equipment consisted of the following:
		June 30,			June 30,
	Estimated	March 31,		December 31,
		2019			2018
	Useful Lives	2019		2018
Amortization of right-of-use asset recorded as rent expense		$	8,257			-
Land	n/a	$908,271		$908,271
Interest on lease liability included in other expense			12,743			-
Buildings and improvements	5-30 years	2,391,922		2,391,922
Total lease cost		$	21,000			-
Machinery and equipment	3-8 years	893,562		424,461
Office furniture and equipment	3-8 years	26,120		23,146
Construction in progress	n/a	3,734,847		1,712,043
Total		7,954,722		5,459,843
Less accumulated depreciation		(230,543)		(212,534)
Net property and equipment		$7,724,179		$5,247,309

~~For the three months ended March 31, 2019 and 2018, the Company had depreciation expense of $18,009 and $~~15~~,595, respectively.~~

15Maturities of the lease liability for the twelve months ended June 30, 2019 are as follows:

NOTE 8 – INTANGIBLE ASSETS

Future Minimum Lease Payments

2020	$	42,000
2021		42,000
2022		42,000
2023		42,000
2024		42,000
Thereafter		171,500
Total future minimum lease payments	$	381,500
Less: amount representing interest		(131,481)
Present value of future payments	$	250,019
Current portion		17,799
Long-term portion		232,220

AsOther ofinformation ~~March~~related ~~31,~~to ~~2019,~~ the ~~intangible assets consist of the following~~lease:

	Estimated	March 31,
		June 30,		June 30,
	Useful Life	2019
		2019		2018
Technology licensing rights	2 years	$ 2,820,530
Operating cashflows
Total		2,820,530
Cash paid related to operating lease obligations		$	10,500		-
Less accumulated amortization		(176,284)
Weighted average remaining lease term (in years)
Net intangible assets		$ 2,644,246
Operating leases			9.08		-
Weighted average discount rate
Operating leases			10.0%		0.0%

~~The~~On ~~technology~~March ~~licensing~~31, ~~rights~~2019, ~~were~~there ~~acquired~~was asa ~~part~~fire on the property next to the location of the ~~asset~~lease ~~purchase~~making ~~agreement~~the ~~(see~~building ~~Note~~uninhabitable 5)since then. The ~~Company~~city ~~has~~removed anthe ~~exclusive~~red ~~license~~tag on the property on June 17 so now the landlord can get the insurance company to assess the water ~~extraction~~damage ~~technology~~and ~~for~~begin ~~two~~repairing ~~years~~the building. It will likely continue to be uninhabitable through September 2019. According to the lease, the Company does not have to make lease payments while the building is uninhabitable and aalso ~~non-exclusive~~has ~~license~~the inoption ~~perpetuity~~to terminate the lease if it chooses. ~~For~~The Company has not made a decision yet on whether to terminate the ~~three~~lease ~~months~~and ~~ended~~stopped ~~March~~paying ~~31,~~rent ~~2019,~~until the ~~Company~~property ~~had~~is ~~amortization~~fixed. The ~~expense~~ROU ofasset ~~$176,284~~and lease liability will continue to decrease as originally scheduled.

NOTE 97 – ~~CONVERTIBLE~~PROPERTY ~~NOTES~~AND ~~PAYABLE~~EQUIPMENT

OnAs ~~January 7, 2019, the Company completed the first close on a $7.5 million private offering~~ of ~~securities~~June ~~(the “Offering”)~~30, ~~whereby the Company entered into a Note Purchase Agreement (the “Purchase Agreement”) with certain accredited investors~~2019, ~~pursuant to which~~ the Company ~~issued to those investors $1,074,000 worth of 10% convertible promissory notes, convertible into shares of the Company~~’s ~~common~~property ~~stock, par value $0.0001 per share at a conversion price of $1.00 per share upon the terms~~ and ~~subject~~equipment toconsists ~~the conditions set forth in the Note Purchase Agreement and the Notes (the “Notes”), for a maximum~~ of ~~$7.5 million. The Notes have a maturity date of December 31, 2019 if not converted. The Company recorded a beneficial conversion feature of $1,031,040 upon issuance and recognized amortization of~~ the debt discount of $239,040 for the three months ended March 31, 2019. On March 14, 2019, the Company completed the second close and issued $230,000 worth of 10% convertible promissory notes. The terms and maturity date are the same as those for the January 7 closing. following:

The convertible notes payable consists of the following:

	Estimated	June 30,	December 31,
	Useful Lives	2019	2018

Land	n/a	$908,271	$908,271
Buildings and improvements	5-30 years	2,391,922	2,391,922
Machinery and equipment	3-8 years	893,562	424,461
Office furniture and equipment	3-8 years	26,120	23,146
Construction in progress	n/a	4,964,404	1,712,043
Total		9,184,279	5,459,843
Less accumulated depreciation		(248,552)	(212,534)
Net property and equipment		$8,935,727	$5,247,309

	March 31,	December 31,
	2019	2018
Convertible notes payable	$1,329,494	$-
Less debt discount	(792,000)	-
Convertible notes payable, net of discount	537,494	-
Less current portion	(537,494)	-
Convertible notes payable, net of current portion and discount	$-	$-

For the six months ended June 30, 2019 and 2018, the Company had depreciation expense of $36,018 and $31,999, respectively.

NOTE 108 – ~~NOTES~~INTANGIBLE ~~PAYABLE~~ASSETS

As of ~~March~~June 3130, 2019, the ~~Company’s~~intangible ~~notes~~assets ~~payable~~consist ~~consisted~~ of ~~bank loans of $346,041 on~~ the Mad Creek property and $383,848 on the 10th Street property, which was assumed when the property was deeded to the Company on September 12, 2018. The Mad Creek loan had a variable interest rate of 4.75% as of March 31, 2019 that adjusts on May 1 and November 1 each year. The loan matures on November 1, 2036. The 10th Street loan has a fixed interest rate of 9.66% and a maturity date of July 1, 2036. following:

		March 31,	December 31,
	Estimated	June 30,
		2019	2018
	Useful Life	2019
Note payable		$729,890	$734,327
Technology licensing rights	2 years	$2,820,530
Less current portion		(20,109)	(23,355)
Total		2,820,530
Note payable, net of current portion		$709,781	$710,972
Less accumulated amortization		(528,850)
Net intangible assets		$2,291,680

17The technology licensing rights were acquired as part of an asset purchase agreement (see Note 5). The Company has an exclusive license to water extraction technology for two years and a non-exclusive license in perpetuity. For the six months ended June 30, 2019, the Company had amortization expense of $528,850.

NOTE 119 – CONVERTIBLE ~~STOCK~~NOTES ~~OPTIONS~~PAYABLE

AsOn January 7, 2019, the Company completed the first close on a $7.5 million private offering of ~~March~~securities 31(the “Offering”), ~~2019~~whereby the Company entered into a Note Purchase Agreement (the “Purchase Agreement”) with certain accredited investors, ~~options~~pursuant to ~~purchase~~which 3the Company issued to those investors $1,~~380~~074,000 ~~shares~~worth of ~~common~~10% ~~stock~~convertible ~~under~~promissory notes, convertible into shares of the Company’s common stock, ~~option~~par ~~plan~~value ~~were~~$0.0001 ~~authorized~~per ~~and~~share ~~reserved~~at ~~for~~a conversion ~~future~~price ~~grant~~of $1. A00 ~~summary~~per ofshare ~~activity~~upon the terms and subject to the conditions set forth in the ~~stock~~Note ~~option~~Purchase ~~plan~~Agreement ~~for~~and the ~~three~~Notes ~~months~~(the ~~ended~~“Notes”), ~~March~~for a maximum of $7.5 million. The Notes have a maturity date of December 31, 2019 isif asnot ~~follows:~~converted. The Company recorded a beneficial conversion feature of $1,031,040 upon issuance and recognized amortization of the debt discount of $239,040

	2019
		Weighted-
		Average
	Number	Exercise
	of Shares	Price
Outstanding as of beginning of the period	1,580,000	$0.25
Granted	1,950,000	0.89
Exercised	-	-
Forfeited or expired	-	-
Outstanding as of end of the period	3,530,000	0.60
Exercisable as of end of the period	3,530,000	0.60

Asfor ofthe six months ended June 30, 2019. On March 3114, 2019, ~~options~~the ~~exercisable~~Company ~~and~~completed ~~options~~the ~~outstanding~~second ~~had~~close aand ~~weighted~~issued ~~average~~$230,000 ~~remaining~~worth ~~contractual~~of ~~term~~10% ofconvertible 3promissory notes.04 The ~~years~~terms and ~~had~~maturity andate ~~aggregate~~are ~~intrinsic~~the ~~value~~same ofas ~~$584,216~~those for the January 7 closing.

In conjunction with the April 12, 2019 Hydro technology license acquisition (Note 5), the Company recorded convertible debt of $500,000. The ~~fair~~Company ~~value~~did not receive cash proceeds. The Company agreed to make four semi-annual payments of ~~each~~$125,000 with the first installment no later than January 15, 2020. The loan does not accrue interest and matures on July 15, 2021. The loan can be converted into shares of common stock of NewBridge at any time at the option ~~grant~~of the holder. The conversion price is ~~estimated~~between $0.75 and $1.00 depending on the ~~date~~fair value of the ~~grant~~common ~~using~~stock. The effective interest rate on the ~~Black-Scholes~~loan ~~option-pricing~~is ~~model~~22.3%. The ~~with~~Company ~~the~~recorded ~~following~~a ~~weighted-average~~debt ~~assumptions~~discount ~~used~~of ~~for~~$137,547, which consisted of a fair value adjustment of $68,773 and a beneficial conversion feature of $68,774. Amortization of the ~~grants~~debt ~~made~~discount inwas $17,501 for the three months ended ~~March~~June 3130, 2019:.

	2019
Expected life (in years)	3.04
Risk free rate	2.9%
Volatility	459.7%
Dividend yield	-

As a result of the default on several related party promissory notes as of April 1, 2019, the Company’s convertible notes in the aggregate principal and interest amount of $1,875,009 are deemed to be in default as they contain cross-default provisions. Accordingly, the Company is accruing interest in such notes at their default rates since the date of the default. In addition, the holders of such notes may request that such notes be accelerated as a result of such cross-default.

~~Expected~~The ~~option~~convertible ~~life~~notes ~~and~~payable ~~volatility~~consist ~~are based on historical data~~ of the Company. The risk-free interest rate is calculated based on the average US Treasury bill rate that corresponds with the option life. Historically, the Company has not declared dividends and there are no foreseeable plans to do so. following:

As of March 31, 2019, there was $2,815,924 of unrecognized share-based compensation cost related to grants under the stock option plans that will be recognized over a weighted-average period of 3 years.

	June 30,	December 31,
	2019	2018

Convertible notes payable	$1,875,009	$-
Less debt discount	(649,966)	-
Convertible notes payable, net of discount	1,225,043	-
Less current portion	(1,225,043)	-
Convertible notes payable, net of current portion and discount	$-	$-

~~Share-based~~NOTE ~~compensation~~10 ~~expense~~– NOTES ~~included in selling, general and administrative expense in the statements of income for each of the three-month periods ended March 31, 2019 and 2018 was $113,247 and $0, respectively.~~PAYABLE

18As of June 30, 2019, the Company’s notes payable consisted of bank loans of $343,901 on the Mad Creek property, which is collateralized by the Mad Creek property and $383,737 on the 10th Street property, which was assumed when the property was deeded to the Company on September 12, 2018 and is collateralized by the 10th Street property. The Mad Creek loan had a variable interest rate of 4.75% as of June 30, 2019 that adjusts on May 1 and November 1 each year. The loan matures on November 1, 2036. The 10th Street loan has a fixed interest rate of 9.66% and a maturity date of July 1, 2036.

~~NOTE~~On 12May ~~– SHAREHOLDERS’~~13, ~~EQUITY~~2019, the Company signed a $1,657,609 note payable with Gravity Capital, LLC. The note is collateralized by the Timothy Lane and 11th Street properties. The note has a one year term maturing on May 13, 2020. Monthly payments are due by the first day of each month beginning July 1, 2019 with the principal due at maturity. The Company paid discount points and loan fees of $178,771, which have been recorded as a discount and amortized over the term of the note. The amortization of the discount is classified as interest expense. The interest rate on the note is 15%. The default interest rate is 24% and there is a 10% late payment penalty for any late payments. The effective interest rate is 17%. As of June 30, 2019, the Company had accrued interest of $33,152. For the six months ended June 30, 2019, the Company recognized amortization of the discount of $23,510. Subsequent to June 30, the Company defaulted on the loan since it did not make the first two payments that were due on July 1 and August 1. As a result, the Company began accruing interest at the 24% default rate and accruing the 10% penalty on the missed payments.

We have authorized capital stock consisting of 100,000,000 shares of $0.0001 par value common stock and 400,000 shares of $0.0001 par value preferred stock. At March 31, 2019 and December 31, 2018, we had 59,698,055 and 57,116,055 shares of common stock issued and outstanding, respectively, and no shares of preferred stock issued and outstanding.18

~~During~~As ~~January~~a ~~2019,~~result of the ~~Company~~default ~~issued~~on ~~32,000~~several ~~shares~~related toparty ~~Patrick~~promissory ~~Tang~~notes ~~for~~as ~~compensation~~of ~~through~~April ~~March 31~~1, 2019, the Company’s promissory notes in the aggregate principal and ~~issued~~interest ~~200~~amount of $2,~~000~~418,400 ~~shares~~are deemed to ~~John~~be ~~MacKay~~in default as athey ~~signing~~contain ~~bonus~~cross-default provisions. ~~The~~ Accordingly, the Company ~~recognized~~is ~~share-based~~accruing ~~compensation~~interest in such notes at their default rates since the date of ~~$46,080~~the ~~and~~default. ~~$248,000,~~In ~~respectively~~addition, ~~related~~the toholders ~~these~~of ~~issuances. The~~such ~~value~~notes ~~was~~may ~~based~~request onthat ~~the~~such ~~fair~~notes ~~value~~be ofaccelerated ~~the~~as ~~Company’s~~a ~~common~~result ~~stock~~of such cross-default.

~~On February 14, 2019, the Company issued 2,350,000 shares to EcoXtraction LLC for the asset acquisition as described in Note 5.~~ The ~~shares~~notes ~~were~~payable ~~valued~~consist ~~at $1.29 per share for a total valuation~~ of ~~$3,031,500. The value was based on~~ the ~~fair value of the Company’s common stock.~~following:

NOTE 13 – COMMITMENTS AND CONTINGENCIES

	June 30,	December 31,
	2019	2018

Note payable	$2,418,400	$734,327
Less debt discount	(155,261)	-
Notes payable, net of discount	2,263,139	734,327
Less current portion	(1,553,525)	(23,355)
Note payable, net of current portion and discount	$709,614	$710,972

AsNOTE ~~discussed~~11 in– ~~Note~~STOCK ~~5, the Company is committed to contributing $2,000,000 to CleanWave by February 14, 2021 to fund the joint venture’s operations.~~ OPTIONS

~~NOTE~~As 14of ~~– RELATED~~June ~~PARTY~~30, ~~TRANSACTIONS~~2019, options to purchase 5,000,000 shares of common stock under the Company’s stock option plan were authorized and reserved for future grant. A summary of activity in the stock option plan for the six months ended June 30, 2019 is as follows:

The Company is leasing 4200 square feet of property from Hong So Mac, the father of Sam Mac, one of the principal shareholders (see Note 6). Total rent payments of $10,500 were made for the three months ended March 31, 2019.

	2019
		Weighted-
		Average
	Number	Exercise
	of Shares	Price

Outstanding as of beginning of the period	1,580,000	$0.25
Granted	3,586,000	0.78
Exercised	-	-
Forfeited or expired	-	-
Outstanding as of end of the period	5,166,000	0.62

Exercisable as of end of the period	5,166,000	0.62

OnAs ~~December 31, 2018, the Company issued notes payable~~ of ~~$958,467~~June ~~to several of its principal shareholders~~30, members of management and affiliated companies. The notes have been classified as notes payable related party. The notes bear interest at 8% and carry either a $5,000 or $1,000 late fee if not paid in full by March 31, 2019, ~~the~~options ~~maturity~~exercisable ~~date. A~~and ~~few~~options ofoutstanding ~~the notes~~ had ~~due~~a ~~dates~~weighted onaverage March 28, 2019. The interest increases to 12% for unpaid balances after the maturity date. The notes are unsecured except for one note for $261,650 which is secured by equipment that was purchased with the funds from the note. Most of the remaining ~~balance~~contractual isterm payable to Tran Millenium, a company owned by Eric Tran, for consulting related to the formation, strategy, permitting, licensing, compliance and construction design for the new entities formed during 2018. As of ~~March 31, 2019, the Company had paid back $135,000 of the notes payable related party but was in default on the rest~~2. As6 ofyears ~~March~~and ~~31, 2019, the Company~~ had ~~notes~~an ~~payable~~aggregate ~~related~~intrinsic ~~parties~~value of $~~872~~313,~~169, which includes interest and penalties of $48,703~~314.

AsThe fair value of ~~March~~each ~~31,~~option ~~2019~~grant ~~and~~is ~~December~~estimated ~~31,~~on ~~2018,~~the date of the ~~Company~~grant ~~had~~using ~~related~~the ~~party~~Black-Scholes ~~payables~~option-pricing ofmodel ~~$941,584~~with ~~and~~the ~~$106,093,~~following ~~respectively,~~weighted-average assumptions used for ~~reimbursable~~the ~~expenses.~~grants made in the six months ended June 30, 2019:

~~NOTE 15 – MANAGEMENT CHANGES~~19

On January 17, 2019, the Company announced the expansion of its corporate management team with the appointments of Dr. John MacKay as Chief Technology Officer (“CTO”), Patrick P. Tang as Chief Compliance Officer (“CCO”) and Sandra Ribble as Corporate Controller of Newbridge Global Ventures.

	2019
Expected life (in years)	2.6
Risk free rate	2.5%
Volatility	393.1%
Dividend yield	-

19Expected option life and volatility are based on historical data of the Company. The risk-free interest rate is calculated based on the average US Treasury bill rate that corresponds with the option life. Historically, the Company has not declared dividends and there are no foreseeable plans to do so.

~~Dr.~~As ~~John~~of ~~MacKay’s~~June ~~employment agreement commenced January 2~~30, 2019 ~~and terminates on December 31~~, ~~2021,~~there ~~with~~was ~~extensions upon mutual agreement. His base salary is~~ $102,~~000 per month and he will be issued 200~~701,~~000~~689 ~~shares~~ of ~~the~~unrecognized ~~Company’s~~share-based ~~Common~~compensation ~~Stock~~cost ~~par~~related ~~value~~to ~~$0.0001~~grants asunder athe ~~signing~~stock ~~bonus~~option ~~and~~plans hethat will be ~~eligible~~recognized ~~for~~over ana ~~annual~~weighted-average ~~bonus~~period of 2.6 years.

~~Patrick~~Share-based ~~Tang’s~~compensation ~~employment~~expense ~~agreement~~included ~~commences~~in ~~March 1~~selling, ~~2019~~general and ~~terminating~~administrative onexpense ~~December~~in ~~31,~~the ~~2020,~~statements ~~with~~of ~~extensions~~income ~~upon~~for ~~mutual~~each ~~agreement. His~~of ~~base~~the ~~salary is $10,000 per~~ six-month ~~for~~periods ~~March~~ended ~~thru~~June ~~December~~30, 2019 and ~~then~~2018 was $15404,~~000~~004 ~~per~~and ~~month~~$0, ~~for the twelve months ended December 2020~~respectively. ~~Patrick~~Share-based ~~will~~compensation ~~also~~expense beincluded ~~granted~~in ~~options~~selling, togeneral ~~acquire~~and ~~300,000~~administrative ~~shares~~expense ofin the ~~Company’s~~statements ~~Common~~of ~~Stock~~income ~~par~~for ~~value~~each ~~$0.0001~~of ~~and~~the ~~will~~three-month beperiods ~~eligible~~ended ~~for~~June ~~an annual bonus. Also~~30, on2019 ~~December~~and ~~18,~~ 2018, ~~the~~was ~~Company signed an interim services agreement with Patrick Tang in which he received 32~~$290,~~000~~757 ~~shares~~and ~~of common stock for interim services from December 18~~$0, ~~2018 through March 2019~~respectively.

OnNOTE ~~January~~12 ~~18,~~– SHAREHOLDERS’ 2019, the Company granted non-statutory stock options of 1,000,000 to Synergistic Technologies Associates, LLC (a company owned by Dr. John MacKay) and 300,000 to Patrick Tang. The options have an exercise price of $1.00 per share.EQUITY

OnWe ~~January~~have ~~17,~~authorized ~~2019,~~capital ~~the~~stock ~~Board~~consisting ~~approved the 2019 Equity Incentive Plan (“2019 Incentive Plan”) in order to attract and retain qualified personnel, directors and consultants and align their interests with those~~ of ~~the Company’s stockholders. The 2019 Incentive Plan reserves 5~~100,000,000 shares of ~~the~~$0.0001 ~~Company’s~~par value common stock and 400,000 ~~par~~shares ~~value~~of $0.~~000l~~0001 ~~for~~par ~~future~~value ~~issuance~~preferred stock. ~~The~~ ~~option~~At ~~exercise~~June ~~price~~30, ~~will~~2019 beand ~~set~~December by31, a2018, ~~committee~~we ~~but~~had ~~will~~63,098,055 ~~not~~and be57,116,055 ~~less~~shares ~~than~~of ~~the~~common ~~fair~~stock ~~market~~issued ~~value~~and ofoutstanding, ~~the~~respectively, ~~common~~and ~~stock~~no atshares ~~the~~of ~~time~~preferred ofstock ~~the~~issued ~~grant.~~and outstanding.

OnDuring January ~~17,~~ 2019, the ~~Board~~Company ~~approved~~issued ~~the~~32,000 ~~appointment~~shares ofto ~~Ellen~~Patrick ~~Gee~~Tang for compensation through March 31, 2019 and issued 200,000 shares to John MacKay as ~~President~~a signing bonus. The Company recognized share-based compensation of ~~5Leaf~~$46,080 ~~LLC~~and $248,000, ~~replacing~~respectively, Drrelated to these issuances. The ~~John~~value ~~MacKay~~was based on the fair value of the Company’s common stock.

On ~~April~~February 1614, 2019, the ~~Board~~Company ~~appointed~~issued ~~Arthur~~2,350,000 ~~Kwan~~shares to EcoXtraction LLC for the asset acquisition as described in Note 5. The shares were valued at $1.29 per share for a total valuation of $3,031,500. The value was based on the fair value of the Company’s ~~Board~~common ~~effective immediately~~stock.

On ~~May~~April 109, 2019, effective as of April 16, 2019, the ~~Board~~Company ~~appointed~~entered ~~Eric~~into ~~Baum~~a one-year consulting agreement with Aston Capital where it agreed to issue to Mr. Kwan an aggregate of 250,000 shares of the Company’s ~~Board~~common ~~effective~~stock, par value $0.0001 and granted to Mr. Kwan options to purchase an aggregate of 250,000 shares of common stock of the Company at a strike price of $0.65 per share. The shares issued were valued at $162,500 based on the $0.65 fair value of the stock on April 9, 2019 and were expensed immediately due to no ongoing service requirement. The options were valued at $152,441 and vest over two years. The Company recognized expense of $16,683 for the three months ended June 30, 2019.

On ~~June~~April 69, 2019, the Company ~~terminated~~issued ~~Eric~~25,000 ~~Tran~~shares ~~from~~to ~~his~~Ole ~~position~~Sigetty asfor ~~Chief~~compensation ~~Strategy~~through ~~Officer~~the ofquarter ~~NewBridge~~ended ~~Global~~June ~~Ventures~~30, ~~Inc~~2019. The ~~and~~Company ~~from~~recognized ~~his~~share-based ~~employment~~compensation ~~and~~during ~~directorship~~the ~~positions~~quarter ~~with~~ended ~~each~~June 30, 2019 of ~~the~~$16,250 ~~Company’s~~related ~~subsidiaries.~~to Mrthis issuance. The ~~Tran~~value ~~will~~was ~~remain~~based aon ~~Director~~the fair value of the Company’s common stock.

~~NOTE~~On 16April ~~– SUBSEQUENT~~10, ~~EVENTS~~2019, the Company issued 1,000,000 shares to King Hemp NM as part of the formation of the King JV (Note 5). The shares were valued at $500,000 based on the $0.50 fair value of the stock on April 10, 2019. The $500,000 was recorded as an equity investment to the King JV.

On April 9, 2016, effective as of April 16, 2019, the Company entered into a consulting agreement with Aston Capital where it agreed to issue to Mr. Kwan an aggregate of 250,000 shares of the Company’s common stock, par value $0.0001 and granted to Mr. Kwan options to purchase an aggregate of 250,000 shares of common stock of the Company at a strike price of $0.65 per share. 20

On April 12, 2019, the Company ~~and~~issued ~~Hydro Dynamics~~2, ~~Inc.~~125,000 ashares ~~Georgia~~to ~~corporation (“~~Hydro”) ~~entered~~Dynamics, ~~into~~Inc. aas ~~technology~~part ~~license~~of ~~agreement (~~the ~~“Agreement”), whereby the Company would license from~~ Hydro ~~certain Hydro-owned~~ technology ~~and~~license ~~associated~~acquisition intellectual property including the ShockWave Power Reactor/Extractor, such intellectual property being useful in a variety of industries including but not limited to those industries which extract, mix, heat, hydrate, homogenize and crystallize materials (~~the~~Note ~~“Hydro Technology”~~5). The ~~Pursuant~~shares towere ~~the~~valued ~~terms~~at ~~and subject to the conditions set forth in the Agreement~~$1, ~~the Company shall~~593,750 inbased ~~consideration~~on ~~for licensing~~ the ~~Hydro~~$0.75 ~~Technology~~fair ~~from~~value ~~Hydro, furnish to Hydro: (i) a one-time lump-sum cash payment~~ of ~~$60,000 (~~the ~~“Cash~~stock ~~Payment”)~~on noApril ~~later than July 3~~12, 2019; ~~(ii) four semiannual payments of $125,000 each for an aggregate of $500,000 in payments beginning on January 15, 2020~~ and ~~culminating~~were ~~with~~expensed aduring ~~final payment on July 15, 2021, such $500,000 is convertible into shares of~~ the ~~Company’s~~period ~~common~~since ~~stock, par value $0.0001 per share at a conversion price of $1.00 per share or~~ the ~~market~~license ~~price~~did ~~at the time of conversion but~~ not ~~less~~meet ~~than~~the ~~$0.75~~definition ~~per share; (iii) 2,125,000 shares~~ of ~~the~~an ~~Company’s~~intangible asset.

20NOTE 13 – COMMITMENTS, LEGAL CLAIMS, AND CONTINGENCIES

~~Common~~As ~~Stock~~discussed ~~(the~~in ~~“Stock~~Note ~~Payment”) and (iv) an annual license fee of $100~~5,~~000~~ ~~no later than January 15 of each year of~~ the ~~Term~~Company ~~beginning~~is incommitted ~~2022. In addition~~ to ~~these~~contributing ~~fees~~$2,000,000 ~~Hydro and the Company agreed~~ to ~~enter~~CleanWave ~~into~~by aFebruary ~~revenue-sharing~~14, ~~plan~~2021 ~~whereby the Company will furnish~~ to ~~Hydro~~fund ~~3% of net revenues from~~ the ~~Company~~joint ~~derived by the Company~~venture’s sale or lease of certain technologies (the “Revenue-Sharing Arrangement”) and Hydro is further permitted to sell certain stand-alone products to third-parties in exchange for paying to the Company a participation fee for any such third-party salesoperations. The ~~agreement is perpetual, subject to the~~ Company’s ~~right~~had tocontributed ~~terminate~~$511,573 ~~the~~as ~~agreement at the end~~ of ~~the~~June ~~Company’s~~30, ~~2025 fiscal year~~2019.

OnThe ~~April 17, 2019, the~~ Company ~~and~~has ~~King~~experienced ~~Hemp Farm NM, LLC,~~ a ~~New~~shortage ~~Mexico~~of ~~limited~~cash ~~liability company (“King”), entered into an operating agreement (the “Operating Agreement”), pursuant~~ to ~~which~~pay ~~the~~many ~~Companies~~of ~~formed~~its ~~King~~service ~~Hemp~~providers ~~Farm~~and ~~LLC,~~contractors on a ~~Nevada~~timely ~~limited liability company (the “Joint Venture”)~~basis. ~~The~~This ~~Companies~~has ~~formed~~resulted ~~the~~in ~~Joint~~demands ~~Venture primarily~~ for ~~the~~payment, ~~purpose~~liens ~~of exploiting certain farming operations to raise hemp on properties controlled by King~~ and tolawsuits ~~extract~~filed ~~CBD~~against ~~and additional compounds from hemp plants. In connection with~~ the ~~Operating Agreement, King granted the~~ Company ~~two 10-year leases on at least 10 acres of land controlled by King~~. The ~~managers~~following ~~of the Joint Venture~~ are ~~initially~~current ~~Robert~~lawsuits ~~Bench,~~and ~~the~~liens ~~Company’s~~outstanding ~~interim Chief Executive Officer,~~ and ~~Tyler~~that ~~King. The members of the Joint Venture~~ are ~~the Company and King, each with a 50% membership interest, with payment from the proceeds generated by the Joint Venture to be distributed~~ in ~~accord~~various ~~with~~stages ~~the respective capital contributions~~ of ~~each~~verification ofby the Company and ~~King. King~~negotiation ~~agreed~~with ~~to cultivate 50 acres of land in 2019 and~~ the ~~Company issued 1,000,000 shares, valued at $0.50 per share to King during April 2019.~~ creditors:

On May 1, 2019, the Company and Innovative Separations, LLC, an Oregon limited liability company (“Innovative”) together with Joseph Mazza, the managing member of Innovative (“Mr. Mazza”) entered into a letter of intent, pursuant to which the Company and Innovative will be joint partners for the purpose of exploiting certain farming operations that raise cannabis and hemp and to extract CBD, THC and other compounds from cannabis and hemp plants through the use of certain technologies and equipment (the “Innovative Transaction”). Pursuant to the terms of the letter of intent and subject to the conditions to be set forth in an Operating Agreement, the Company may: (i) issue 25,000 shares of the Company’s common stock to Mr. Mazza, and 25,000 shares of the Company’s common stock to the Gary and Gail Harstein Family Trust; (ii) enter into a lease purchase option to purchase certain property listed in the Operating Agreement; (iii) place at least one Company ShockWave Power™ Reactor in Innovative and (iv) provide cash for working capital of up to $200,000 over a one-year period. In addition to the Innovative joint venture, the Company will receive the right to use certain trade names and access to certain lands currently owned by Innovative (together with the Innovative joint venture, the “Innovative Interests”). The term proposed Operating Agreement shall be perpetual absent certain dissolution provisions as further described in the Operating Agreement. The Operating Agreement may also provides for certain drag-along provisions, whereby the Managers may require any members of Innovative to sell their respective Innovative MIs to a proposed purchaser.

Consultant or Service Provider	Date Filed	Amount	Accrued as of June 30, 2019	Status
Gravity Capital	May 13, 2019	$1,690,761	$1,690,761	Past Due
Emigdio Preciado	June 7, 2019	$46,750	$46,750	Lien, Verifying
Rolando Dizon	June 10, 2019	$60,320	$60,320	Lien, Verifying
Samuel Ochoa (12^th Str)	June 10, 2019	$438,730	$438,730	Lien, Verifying
Asphalt Surfacing	July 8, 2019	$26,750	$26,750	Lien, Verifying
Gibraltar Construction	August 8, 2019	$311,577	$311,577	Lawsuit, Negotiation
Samuel Ochoa (10^th Str)	September 3, 2019	$399,800	$399,800	Lawsuit, Negotiation
Eric Tran et al	September 17, 2019	$1,504,488	$1,504,488	Lawsuit, Verifying
Mark Mersman (Severance)	September 25, 2019	$125,000	$125,000	Threatened
Scott Cox (Severance)	September 25, 2019	$125,000	$125,500	Threatened

OnThe ~~May 2, 2019, the~~ Company ~~and~~accrued ~~Apothio, LLC, a Colorado limited liability company (“Apothio”) entered into an operating agreement (~~the ~~“Operating~~amounts ~~Agreement”),~~as ~~pursuant~~noted toabove ~~which~~but ~~the~~has ~~Company~~not ~~and Apothio~~ agreed tothat ~~form~~these ~~Apothio~~amounts ~~Bakersfield,~~are ~~LLC,~~all alegitimate ~~Nevada~~payables. Of ~~limited liability company (~~the ~~“Joint~~above ~~Venture”),~~accrual ~~whereby pursuant to the terms and subject to the conditions set forth in the Operating Agreement~~balance, ~~the Company and Apothio shall each receive fifty percent (50%) of the membership interests in the Joint Venture. Under the terms of the Operating Agreement~~$545,000 ~~the~~is ~~Company~~classified ~~will~~as ~~be required to: (i) underwrite costs to contribute extraction equipment; (ii) fund the cost of~~ a ~~fully-functional~~contingent ~~extraction~~liability ~~facility~~since ~~and~~this ~~(iii)~~amount ~~install~~is alacking ~~fully-functional~~support testing laboratory with certain equipment as determined by the managers of the Joint Venture. Apothio will contribute existing biomass of approximately 150,000 pounds for the Company to begin processing and ~~extraction, and~~ will ~~contribute~~likely ~~some of its 512 acres of plants. The term of the Operating Agreement shall~~ be ~~perpetual~~disputed ~~absent~~by ~~certain dissolution provisions as further described in~~ the ~~Operating Agreement~~Company. The Operating Agreement also provides for certain drag-along provisions, whereby the managers may require any members of the Joint Venture to sell their respective membership interests to a proposed purchaser.

21NOTE 14 – RELATED PARTY TRANSACTIONS

~~Item~~The 2.Company ~~Management's~~is ~~Discussion~~leasing ~~and~~4200 ~~Analysis~~square feet of ~~Financial~~property ~~Condition~~from ~~and~~Hong ~~Results~~So Mac, the father of ~~Operations~~Sam Mac, one of the principal shareholders (see Note 6). Total rent payments of $10,500 were made for the three months ended March 31, 2019. No rent payments were made since March 31, 2019 due to the fire damage (see Note 6).

~~The~~On ~~following~~December ~~discussion~~31, is2018, ~~intended~~the Company issued notes payable of $958,467 to ~~assist~~several ~~you~~of inits ~~understanding~~principal ~~our~~shareholders, ~~results~~members of ~~operations~~management and ~~our~~affiliated ~~present~~companies. The ~~financial~~notes ~~condition~~have been classified as notes payable related party. ~~Our~~The ~~condensed~~notes ~~financial~~bear ~~statements~~interest at 8% and ~~the~~carry ~~accompanying~~either ~~notes~~a ~~included~~$5,000 or $1,000 late fee if not paid in ~~this~~full ~~quarterly~~by ~~report~~March 31, 2019, the maturity date. A few of the notes had due dates on ~~Form~~March ~~10-Q~~28, ~~contain~~2019. The ~~additional~~interest ~~information~~increases to 12% for unpaid balances after the maturity date. The notes are unsecured except for one note for $261,650 which is secured by equipment that ~~should~~was bepurchased ~~referred~~with the funds from the note. Most of the remaining balance is payable to ~~when~~Tran ~~reviewing~~Millenium, ~~this~~a ~~material~~company owned by Eric Tran, for consulting related to the formation, strategy, permitting, licensing, compliance and construction design for the new entities formed during 2018. As of March 31, 2019, the Company had paid back $135,000 of the notes payable related party but was in default on the rest. As of June 30, 2019, the Company had notes payable related parties of $895,943, which includes interest and penalties of $72,476.

~~Forward-Looking~~As ~~Information~~of June 30, 2019 and ~~Cautionary~~December ~~Statements~~ 31, 2018, the Company had related party payables of $1,185,450 and $106,093, respectively, for reimbursable expenses.

~~This~~NOTE ~~quarterly~~15 ~~report~~– MANAGEMENT contains forward-looking statements as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. Such statements are based on currently available financial and competitive information and are subject to various risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations. Undue reliance should not be placed on such forward-looking statements as such statements speak only as of the date on which they are made. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Such factors include, but are not limited to, market factors, market prices and marketing activity, future revenues and costs, unsettled political conditions, civil unrest and governmental actions, foreign currency fluctuations, and environmental and labor laws and other factors detailed herein and in our other filings with the U.S. Securities and Exchange Commission (the “Commission”) filings. Additional factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:CHANGES

~~·our ability to raise capital when needed and on acceptable terms and conditions;~~ 21

~~·our~~On ~~ability~~January to17, ~~identify~~2019, the Company announced the expansion of its corporate management team with the appointments of Dr. John MacKay as Chief Technology Officer (“CTO”), Patrick P. Tang as Chief Compliance Officer (“CCO”) and ~~acquire~~Sandra aRibble ~~viable~~as ~~operating~~Corporate ~~business;~~ Controller of Newbridge Global Ventures.

~~·our~~Dr. ~~ability~~John toMacKay’s ~~attract~~employment ~~and~~agreement ~~retain~~commenced ~~management~~January 2, 2019 and toterminates ~~integrate~~on December 31, 2021, with extensions upon mutual agreement. His base salary is $10,000 per month and ~~maintain~~he ~~technical~~will ~~information~~be issued 200,000 shares of the Company’s Common Stock par value $0.0001 as a signing bonus and ~~management~~he ~~information~~will ~~systems;~~ be eligible for an annual bonus.

·Patrick Tang’s employment agreement commences March 1, 2019 and terminating on December 31, 2020, with extensions upon mutual agreement. His base salary is $10,000 per month for March thru December 2019 and then $15,000 per month for the ~~intensity~~twelve months ended December 2020. Patrick will also be granted options to acquire 300,000 shares of ~~competition;~~the Company’s Common Stock par value $0.0001 and will be eligible for an annual bonus. Also, on December 18, 2018, the Company signed an interim services agreement with Patrick Tang in which he received 32,000 shares of common stock for interim services from December 18, 2018 through March 31, 2019.

~~·general~~On ~~economic~~January ~~conditions~~18, 2019, the Company granted non-statutory stock options of 1,000,000 to Synergistic Technologies Associates, LLC (a company owned by Dr. John MacKay) and 300,000 to Patrick Tang. The options have an exercise price of $1.00 per share.

~~Forward-looking~~On ~~statements~~January ~~are predictions and not guarantees of future performance or events. Forward-looking statements are based on current industry~~17, ~~financial and economic information~~2019, ~~which~~the weBoard ~~have~~approved ~~assessed~~the ~~but~~appointment which by its nature, is dynamic and subject to rapid and possibly abrupt changes. Our actual results could differ materially from those stated or implied by such forward-looking statements due to risks and uncertainties associated with our business. We hereby qualify all our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of ~~their~~Ellen ~~dates~~Gee ~~and should not be unduly relied upon. We undertake no obligation to publicly update or revise any forward-looking statement, whether~~ as aPresident ~~result~~ of ~~new~~5Leaf, ~~information~~LLC, ~~future~~replacing ~~events or otherwise (other than pursuant to reporting obligations imposed on registrants pursuant to the Securities Exchange Act of 1934) to reflect subsequent events or circumstances~~Dr. ~~All~~John written and oral forward-looking statements made in connection with this quarterly report on Form 10-Q that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statementsMacKay. ~~Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.~~

~~Executive~~On ~~Summary~~April 16, 2019, the Board appointed Arthur Kwan to the Company’s Board.

~~With~~On aMay ~~series~~10, ~~of acquisitions and joint venture partnerships completed since January of~~ 2019, the ~~Company~~Board isappointed ~~positioning~~Eric ~~itself~~Baum to ~~begin~~the ~~operations and growth. The~~ Company’s ~~recent licensing of the ShockWave~~ Board.

22On June 6, 2019, the Company terminated Eric Tran from his position as Chief Strategy Officer of NewBridge Global Ventures, Inc. and from his employment and directorship positions with each of the Company’s subsidiaries.

~~Power™~~NOTE ~~Reactor~~16 ~~(SPR),~~– SUBSEQUENT has brought us an innovative and efficient way of extracting oil from cannabis and industrial hemp at scale. The promise of this oil extraction process has led to the signing of three joint venture partnerships with hemp farms in Oregon, California, and New Mexico. This will allow the Company to expand its operations and become a player in the large and growing oil extraction niche along with our existing facilities in Oakland that are nearing completion for cloning, extraction, and distribution. We should be in operations during the quarter ending September 30, 2019 in many of our locations.EVENTS

~~Critical~~On ~~Accounting~~August ~~Policies~~19, ~~and~~2019, ~~Estimates~~Mr. Ole Sigetty resigned as a director of the Company.

~~Certain~~On ~~accounting~~August ~~policies~~22, ~~are~~2019, ~~considered~~the byCompany ~~management~~entered tointo bea ~~critical~~technology license agreement (the “Agreement”) with AgriSep LLC (“AgriSep”). Pursuant to the Agreement, AgriSep has granted the Company an ~~understanding~~exclusive ofworldwide ~~our~~license ~~condensed~~to ~~consolidated~~use ~~financial~~AgriSep’s ~~statements~~technology to recover legal cannabidiol (CBD) oil and other legal extracts from cannabis plants. ~~Their~~ ~~application~~In ~~requires~~consideration ~~significant~~for ~~management~~the ~~judgment~~license, ~~with~~the ~~financial~~Company ~~reporting~~will ~~results~~pay ~~relying~~AgriSep ona ~~estimates~~royalty ~~about~~equal ~~the~~to ~~effect~~3% of ~~matters~~net ~~that~~revenue ~~are~~received ~~inherently~~by ~~uncertain~~the Company, less certain expenses, from oil extraction operations utilizing the AgriSep technology. A ~~summary~~The ofAgreement ~~critical~~provides ~~accounting~~for ~~policies~~certain ~~can~~minimum beroyalty ~~found~~payments and also provides for the Company to pay certain expenses of AgriSep as set forth in ~~our~~the ~~Form~~Agreement. As ~~10-K~~Partial consideration for the ~~year~~grant ~~ended~~of ~~December~~the 31license, ~~2018. For~~the ~~all~~Company issued 1,000,000 shares of ~~these~~common ~~policies~~stock to AgriSep immediately and an additional 1,000,000 ~~management~~shares ~~cautions~~of ~~that~~common ~~future~~stock ~~results~~when ~~rarely~~the ~~develop~~AgriSep ~~exactly~~Technology asis ~~forecasted~~installed, operational and ~~the~~ready ~~best~~for ~~estimates~~use ~~routinely~~in ~~require~~a ~~modification~~technology application.

~~Results of Operations~~22

~~During~~On August 26, 2019, the ~~three~~Company ~~months~~entered ~~ended~~into ~~March~~an ~~31,~~employment ~~2019,~~agreement with Eric Anderson for Mr. Anderson to serve as the Company’s ~~had~~Chief aStrategy ~~net~~Officer. ~~loss~~The ofemployment $2agreement is effective from August 20,~~086,776~~ ~~compared~~2019 to December 31, 2020 on an at will basis. The agreement provides for a ~~net~~base ~~loss~~salary of $56120,~~644~~000 ~~for~~per ~~the~~year ~~three~~and ~~months~~options ~~ended~~to ~~March~~purchase 31250,000 ~~2018~~shares of the Company’s common stock at an exercise price of $0. ~~The~~26 ~~increase~~per inshare. ~~net~~The ~~loss~~options ~~was~~are ~~mainly~~being ~~due~~issued pursuant to the ~~additional~~Company’s ~~entities~~Equity ~~acquired~~Incentive orPlan. ~~formed~~Mr. ~~over~~Anderson ~~the~~is ~~past~~also ~~year. Operating~~entitled ~~expenses~~to ~~consist~~a ~~mainly~~bonus ofat ~~employee~~the ~~salaries,~~Board’s ~~share-~~discretion based ~~compensation,~~on ~~consulting,~~meeting ~~legal~~certain ~~and~~objectives. ~~accounting~~In the event that Mr. We ~~expect~~Anderson ~~operating~~is ~~expenses~~terminated, toother ~~increase~~than infor ~~the~~cause ~~future~~as ~~based~~defined onin the ~~recent~~agreement, ~~acquisitions~~he ~~and~~is ~~joint~~entitled ~~ventures~~to three month’s salary and ~~beginning~~medical ~~operations~~coverage.

~~Liquidity~~On August 28, 2019, John MacKay resigned as the Company’s Chief Technology Officer, as well as his positions as President of 5 Leaf LLC and ~~Capital~~Elevated ~~Resources~~Education, Inc. to pursue writing, teaching and general consulting.

~~During~~On ~~the~~September ~~three~~3, ~~months~~2019, ~~ended~~each ~~March~~of ~~31,~~Arthur ~~2019,~~Kwan weand ~~had~~Eric aBaum ~~net~~tendered ~~loss~~their resignations from each of ~~$2,086,776.~~their Atrespective ~~March~~positions ~~31,~~as ~~2019,~~members weof ~~had~~the anBoard ~~accumulated~~of ~~deficit~~Directors of $5NewBridge Global Ventures,~~556,113~~ Inc.

WeOn ~~could~~September ~~potentially~~10, ~~use our available financial resources sooner than we currently expect~~2019, ~~and~~Eric weTran ~~may~~tendered ~~incur~~his ~~additional~~resignation ~~indebtedness~~from tohis ~~meet~~position future financing needs. Adequate additional funding may not be available to us on acceptable terms or at all. Additional equity financing may result in dilution to our shareholders. Our failure to raise capital as ~~and~~a ~~when~~member ~~needed could have significant negative consequences for our business, financial condition and results~~ of ~~operations. Our future capital requirements and~~ the ~~adequacy~~Board of ~~available~~Directors ~~funds~~of ~~will~~NewBridge ~~depend~~Global ~~on many factors~~Ventures, ~~including those set forth in the section titled “Risk Factors” noted in the filed 10-K for the year ended December 31, 2018~~Inc.

~~The~~On ~~following~~September ~~table~~11, ~~summarizes~~2019, ~~our~~the ~~cash~~Board ~~flows~~of ~~for~~Directors of the ~~three~~Company ~~months~~approved ~~ended~~(i) ~~March~~the 31authorization, ~~2019~~approval and ~~2018:~~ratification of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorizes shares from 100,000,000 to 200,000,000; and (ii) the authorization and approval of the increase to the number of shares authorized under the Company’s 2019 Equity Incentive Plan to 12,000,000.

Summarized Cash Flows for 10-Q/10-K
	For the Three Months Ended
	March 31,
	2019	2018
Cash provided by (used in) operating activities	$(907,979)	$1,995
Cash used in investing activities	(307,446)	-
Cash provided by financing activities	1,164,563	-
Net increase (decrease) in cash	$(50,862)	$1,995

23Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

~~Number~~The following discussion is intended to assist you in understanding our results of ~~Employees~~operations and our present financial condition. Our condensed financial statements and the accompanying notes included in this quarterly report on Form 10-Q contain additional information that should be referred to when reviewing this material.

~~As of March 31, 2019, the Company had 12 full~~Forward-~~time~~Looking Information and 2Cautionary ~~part-time employees.~~ Statements

~~Disclosure~~This quarterly report contains forward-looking statements as that term is defined in Section 27A of ~~Contractual~~the ~~Obligations~~United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. Such statements are based on currently available financial and competitive information and are subject to various risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations. Undue reliance should not be placed on such forward-looking statements as such statements speak only as of the date on which they are made. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Such factors include, but are not limited to, market factors, market prices and marketing activity, future revenues and costs, unsettled political conditions, civil unrest and governmental actions, foreign currency fluctuations, and environmental and labor laws and other factors detailed herein and in our other filings with the U.S. Securities and Exchange Commission (the “Commission”) filings. Additional factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:

~~None.~~·our ability to raise capital when needed and on acceptable terms and conditions;

~~Off-Balance~~·our ~~Sheet~~ability ~~Financing~~to ~~Arrangements~~identify and acquire a viable operating business;

~~The~~·our ~~Company~~ability ~~had~~to noattract ~~off-balance~~and ~~sheet~~retain ~~financing~~management, ~~arrangements~~and atto ~~March~~integrate ~~31,~~and ~~2019~~maintain technical information and ~~December~~management ~~31,~~information ~~2018.~~systems;

~~Critical~~·the ~~Accounting~~intensity ~~Policies~~of competition; and

~~The~~·general ~~Company’s~~economic Financial Statements are prepared in accordance with U.S. generally accepted accounting principles, which require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, net revenue, if any, and expenses, and the disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Senior management has discussed the development, selection and disclosure of these estimates with the Board of Directors. Management believes that the accounting estimates employed and the resulting balances are reasonable; however, actual results may differ from these estimates under different assumptions or conditions. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably possible could materially impact the financial statements. Management believes the following critical accounting policies reflect the significant estimates and assumptions used in the preparation of the Financial Statements.

~~New~~Forward-looking ~~Accounting~~statements ~~Pronouncements~~are predictions and not guarantees of future performance or events. Forward-looking statements are based on current industry, financial and economic information, which we have assessed but which by its nature, is dynamic and subject to rapid and possibly abrupt changes. Our actual results could differ materially from those stated or implied by such forward-looking statements due to risks and uncertainties associated with our business. We hereby qualify all our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of their dates and should not be unduly relied upon. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise (other than pursuant to reporting obligations imposed on registrants pursuant to the Securities Exchange Act of 1934) to reflect subsequent events or circumstances. All written and oral forward-looking statements made in connection with this quarterly report on Form 10-Q that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

~~The~~Executive ~~Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.~~Summary

~~Item~~With 3.a ~~Qualitative~~series of acquisitions and ~~Quantitative~~joint ~~Disclosures~~venture ~~About~~partnerships ~~Market~~completed ~~Risk~~since January of 2019, the Company is

As a Smaller Reporting Company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.24

~~Item~~positioning 4itself to begin operations and growth. ~~Controls~~The Company’s recent licensing of the ShockWave Power™ Reactor (SPR), has brought us an innovative and ~~Procedures~~efficient way of extracting oil from cannabis and industrial hemp at scale. The promise of this oil extraction process has led to the signing of four joint venture partnerships with hemp farms in Oregon, California, and New Mexico. This will allow the Company to expand its operations and become a player in the large and growing oil extraction niche along with our existing facilities in Oakland that are nearing completion for cloning, extraction, and distribution. The Company expects to be in operations during the first quarter of 2020.

~~Evaluation~~Critical ofAccounting ~~Disclosure~~Policies ~~Controls~~ and ~~Procedures~~Estimates

~~Our~~Certain ~~management,~~accounting ~~under~~policies ~~the~~are ~~supervision~~considered ~~and~~by ~~with~~management ~~the~~to ~~participation~~be ofcritical ~~our~~to ~~President,~~an ~~evaluated~~understanding ~~the~~of ~~effectiveness~~our ofcondensed ~~the~~consolidated ~~design~~financial ~~and~~statements. Their ~~operation~~application ofrequires ~~our~~significant ~~disclosure~~management ~~controls~~judgment, ~~and~~with ~~procedures~~financial ~~(as~~reporting ~~defined~~results inrelying ~~Rules 13a-15(e) or~~on ~~15d-15(e)~~estimates ~~under~~about the ~~Securities~~effect ~~Exchange Act~~ of ~~1934,~~matters asthat ~~amended~~are ~~(the~~inherently ~~“Exchange Act~~uncertain.~~”))~~ A ~~and~~summary ~~based upon this evaluation concluded that as~~ of ~~March~~critical ~~31,~~accounting ~~2019,~~policies ~~our~~can ~~disclosure controls and procedures were not effective in ensuring that information required to~~ be ~~disclosed~~found ~~by us~~ in ~~the~~our ~~reports~~Form ~~filed~~10-K orfor ~~submitted by us under~~ the ~~Exchange~~year ~~Act~~ended isDecember ~~(i) recorded~~31, ~~processed,~~2018. For ~~summarized~~all ~~and~~of ~~reported~~these policies, ~~within~~management ~~the~~cautions ~~time~~that ~~periods~~future ~~specified~~results inrarely ~~the~~develop ~~Commission’s~~exactly ~~rules~~as ~~and~~forecasted, ~~forms~~ and ~~(ii)~~the ~~accumulated~~best ~~and~~estimates ~~communicated~~routinely torequire ~~our management,~~ modification.

24Results of Operations

~~including~~During ~~our~~the ~~principal~~six ~~executive~~months ~~and~~ended ~~financial~~June ~~officers~~30, or2019, ~~persons~~the ~~performing~~Company ~~similar~~had ~~functions~~a net loss of $6,483,876 ascompared ~~appropriate~~to a net loss of $165,980 for the six months ended June 30, 2018. The increase in net loss was mainly due to ~~allow~~the ~~timely~~additional ~~decisions~~entities ~~regarding~~and ~~required~~joint ~~disclosure~~ventures acquired or formed over the past six months and also the technology licenses acquired by the Company.

~~Changes~~During the three months ended June 30, 2019, the Company had a net loss of $4,397,100 compared to a net loss of $109,337 for the three months ended June 30, 2018. The increase in ~~Internal~~net ~~Control~~loss was mainly due to the additional entities and joint ventures acquired or formed over ~~Financial~~the ~~Reporting~~past three months and also the technology licenses acquired by the Company.

~~None~~Operating expenses consist mainly of employee salaries, share-based compensation, consulting, legal and accounting. We expect operating expenses to increase in the future based on the recent acquisitions and joint ventures and beginning operations.

~~PART~~Liquidity IIand -Capital ~~OTHER INFORMATION~~Resources

~~Item~~During 1the six months ended June 30, 2019, we had a net loss of $6,483,876. ~~Legal~~At ~~Proceedings~~June 30, 2019, we had an accumulated deficit of $9,953,213.

~~There~~We ~~are~~could nopotentially ~~legal~~use ~~proceedings~~our ~~which~~available ~~are~~financial ~~pending~~resources orsooner ~~have~~than ~~been~~we ~~threatened~~currently ~~against~~expect, and we may incur additional indebtedness to meet future financing needs. Adequate additional funding may not be available to us on acceptable terms or ~~any~~at ofall. Additional equity financing may result in dilution to our ~~officers~~shareholders. Our failure to raise capital as and when needed could have significant negative consequences for our business, ~~directors~~financial orcondition ~~control~~and ~~persons~~results of ~~which~~operations. ~~management~~Our isfuture ~~aware~~capital requirements and the adequacy of available funds will depend on many factors, including those set forth in the section titled “Risk Factors” noted in the filed 10-K for the year ended December 31, 2018.

~~Item 1A. Risk Factors~~25

AsThe afollowing ~~Smaller~~table ~~Reporting~~summarizes ~~Company~~our ascash ~~defined~~flows byfor ~~Rule 12b-2 of~~ the ~~Exchange~~six ~~Act~~months ~~and~~ended inJune ~~Item 10(f)(1) of Regulation S-K~~30, we2019 ~~are electing scaled disclosure reporting obligations~~ and ~~therefore are not required to provide the information requested by this Item.~~2018:

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

	For the Six Months Ended
	June 30,
	2019	2018

Cash provided by (used in) operating activities	$(969,618)	$7,207
Cash used in investing activities	(1,563,143)	-
Cash provided by financing activities	2,641,150	-
Net increase in cash	$108,384	$7,207

OnNumber ~~February 14, 2019, the Company issued 2,350,000 shares~~ of ~~restricted common stock to EcoXtraction at $1.29 per share for total consideration of $3,031,500.~~ Employees

InAs ~~connection~~of ~~with~~June ~~the~~30, ~~foregoing issuances~~2019, the Company ~~relied~~had ~~upon~~6 ~~the~~full-time ~~exemption~~and ~~from securities registration provided by Section 4(a)(~~2) ~~under~~part-time ~~the Securities Act for transactions not involving a public offering~~employees.

~~Item~~Disclosure 3.of ~~Defaults~~Contractual ~~Upon Senior Securities~~Obligations

None.

~~Item~~Off-Balance 4.Sheet ~~Mine~~Financing ~~Safety Disclosures~~Arrangements

~~Not~~The ~~applicable~~Company had no off-balance sheet financing arrangements at June 30, 2019 and December 31, 2018.

~~Item~~Critical 5.Accounting ~~Other Information~~ Policies

~~None~~The Company’s Financial Statements are prepared in accordance with U.S. generally accepted accounting principles, which require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, net revenue, if any, and expenses, and the disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Senior management has discussed the development, selection and disclosure of these estimates with the Board of Directors. Management believes that the accounting estimates employed and the resulting balances are reasonable; however, actual results may differ from these estimates under different assumptions or conditions. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably possible could materially impact the financial statements. Management believes the following critical accounting policies reflect the significant estimates and assumptions used in the preparation of the Financial Statements.

25New Accounting Pronouncements

~~Item~~The ~~6. Exhibits~~Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.

~~Exhibits~~Item 3. ~~The~~ ~~following~~Qualitative ~~exhibits~~and ~~are~~Quantitative ~~included~~Disclosures asAbout ~~part~~Market ~~of this report:~~Risk

~~EXHIBIT~~As ~~NO DESCRIPTION~~a ~~AND~~Smaller ~~METHOD~~Reporting OFCompany ~~FILING~~as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.

10.1	Form of Note (incorporated by reference as Exhibit 10.1 to Form 8-K filed on January 15, 2019)
10.2	Form of Note Purchase Agreement (incorporated by reference as Exhibit 10.2 to Form 8-K filed on January 15, 2019)
10.3	Employment Agreement with Dr. John MacKay (incorporated by reference as Exhibit 10.1 to Form 8-K filed on January 18, 2019)
10.4	Employment Agreement with Patrick T. Tang (incorporated by reference as Exhibit 10.2 to Form 8-K filed on January 18, 2019)
10.5	Asset Purchase Agreement with EcoXtraction LLC (incorporated by reference as Exhibit 10.1 to Form 8-K filed on February 21, 2019)
10.6	License Agreement with EcoXtraction LLC (incorporated by reference as Exhibit 10.2 to Form 8-K filed on February 21, 2019)
10.7	Operating Agreement of CleanWave Labs, LLC (incorporated by reference as Exhibit 10.3 to Form 8-K filed on February 21, 2019)
10.8	Assignment and License Agreement with EcoXtraction LLC and CleanWave Labs, LLC (incorporated by reference as Exhibit 10.4 to Form 8-K filed on February 21, 2019)
10.9	Registration Rights Agreement with EcoXtraction LLC (incorporated by reference as Exhibit 10.5 to Form 8-K filed on February 21, 2019)
31.1	Certification of Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a))
31.2	Certification of Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a))
32.1	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

~~SIGNATURES~~Item 4. Controls and Procedures

~~Pursuant~~Evaluation ~~to the requirements~~ of ~~the~~Disclosure ~~Securities~~Controls ~~Exchange~~and ~~Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~Procedures

~~NEW~~Our ~~BRIDGE~~management, ~~GLOBAL~~under ~~VENTURES~~the supervision and with the participation of our President, ~~INC~~evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act.”)) and based upon this evaluation concluded that as of June 30, 2019, our disclosure controls and procedures were not effective in ensuring that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive and financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Date:	July 10, 2019		By:	/s/ Robert K. Bench
				Robert K. Bench, Interim Chief Executive Officer

Changes in Internal Control over Financial Reporting

Date:	July 10, 2019		By:	/s/ Robert K Bench
				Robert K Bench, Principal Financial Officer

None.

26PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company has experienced a shortage of cash to pay many of its service providers and contractors on a timely basis. This has resulted in demands for payment, liens and lawsuits filed against the Company. The following are current lawsuits and liens outstanding and that are in various stages of verification by the Company and negotiation with the creditors:

Consultant or Service Provider	Date Filed	Amount	Accrued as of June 30, 2019	Status
Gravity Capital	May 13, 2019	$1,690,761	$1,690,761	Past Due
Emigdio Preciado	June 7, 2019	$46,750	$46,750	Lien, Verifying
Rolando Dizon	June 10, 2019	$60,320	$60,320	Lien, Verifying
Samuel Ochoa (12^th Str)	June 10, 2019	$438,730	$438,730	Lien, Verifying
Asphalt Surfacing	July 8, 2019	$26,750	$26,750	Lien, Verifying
Gibraltar Construction	August 8, 2019	$311,577	$311,577	Lawsuit, Negotiation
Samuel Ochoa (10^th Str)	September 3, 2019	$399,800	$399,800	Lawsuit, Negotiation
Eric Tran et al	September 17, 2019	$1,504,488	$1,504,488	Lawsuit, Verifying
Mark Mersman (Severance)	September 25, 2019	$125,000	$125,000	Threatened
Scott Cox (Severance)	September 25, 2019	$125,000	$125,500	Threatened

The Company accrued the amounts as noted above but has not agreed that these amounts are all legitimate payables. Of the above accrual balance, $545,000 is classified as a contingent liability.

Item 1A. Risk Factors

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On February 14, 2019, the Company issued 2,350,000 shares of restricted common stock to EcoXtraction at $1.29 per share for total consideration of $3,031,500.

On April 9, 2019, effective as of April 16, 2019, the Company issued 250,000 shares of restricted common stock to Aston Capital for consulting fees at $0.65 per share for total consideration of $162,500.

On April 9, 2019, the Company issued 25,000 shares to Ole Sigetty for compensation. The Company recognized share-based compensation of $16,250 related to this issuance. The value was based on the fair value of the Company’s common stock of $0.65 per share on April 9, 2019.

On April 10, 2019, the Company issued 1,000,000 shares to King Hemp NM as part of the formation of the King JV (Note 5). The shares were valued at $500,000 based on the $0.50 fair value of the stock on April 10, 2019.

On April 12, 2019, the Company issued 2,125,000 shares to Hydro Dynamics, Inc. as part of the Hydro technology license acquisition (Note 5). The shares were valued at $1,593,750 based on the $0.75 fair value of the stock on April 12, 2019.

In connection with the foregoing issuances, the Company relied upon the exemption from securities registration provided by Section 4(a)(2) under the Securities Act for transactions not involving a public offering.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibits. The following exhibits are included as part of this report:

EXHIBIT NO DESCRIPTION AND METHOD OF FILING

10.1	Form of Note (incorporated by reference as Exhibit 10.1 to Form 8-K filed on January 15, 2019)
10.2	Form of Note Purchase Agreement (incorporated by reference as Exhibit 10.2 to Form 8-K filed on January 15, 2019)
10.3	Employment Agreement with Dr. John MacKay (incorporated by reference as Exhibit 10.1 to Form 8-K filed on January 18, 2019)
10.4	Employment Agreement with Patrick T. Tang (incorporated by reference as Exhibit 10.2 to Form 8-K filed on January 18, 2019)
10.5	Asset Purchase Agreement with EcoXtraction LLC (incorporated by reference as Exhibit 10.1 to Form 8-K filed on February 21, 2019)
10.6	License Agreement with EcoXtraction LLC (incorporated by reference as Exhibit 10.2 to Form 8-K filed on February 21, 2019)
10.7	Operating Agreement of CleanWave Labs, LLC (incorporated by reference as Exhibit 10.3 to Form 8-K filed on February 21, 2019)
10.8	Assignment and License Agreement with EcoXtraction LLC and CleanWave Labs, LLC (incorporated by reference as Exhibit 10.4 to Form 8-K filed on February 21, 2019)
10.9	Registration Rights Agreement with EcoXtraction LLC (incorporated by reference as Exhibit 10.5 to Form 8-K filed on February 21, 2019)
31.1	Certification of Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a))
31.2	Certification of Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a))
32.1	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NEW BRIDGE GLOBAL VENTURES, INC.

Date:	October 11, 2019		By:	/s/ Robert K. Bench
				Robert K. Bench, Interim Chief Executive Officer

Date:	October 11, 2019		By:	/s/ Robert K Bench
				Robert K Bench, Principal Financial Officer

Filing Compare · NewBridge Global Ventures, Inc.