UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER~~MARCH 3031, ~~2017~~2018 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-54616

MJ BIOTECH, INC.

(Exact name of registrant as specified in its charter)

(formerly Michael James Enterprises, Inc.)


Wyoming	45-2282672
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

109 East 17th Street, Suite 80 Cheyenne, WY		82001
(Address of principal executive offices)		(Zip Code)

(561) 563-3830
(Registrant's telephone number, including area code)

Wyoming	45-2282672
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
109 East 17th Street, Suite 80 Cheyenne, WY		82001
(Address of principal executive offices)		(Zip Code)
(561) – 563-3830
(Registrant's telephone number, including area code)

Not applicable

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

Indicate by check mark ~~whether~~if the ~~issuer~~registrant ~~(1)~~is ~~has~~a ~~filed~~well-known ~~all~~seasoned ~~reports~~issuer, ~~required~~as todefined bein ~~filed~~Rule by405 ~~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 last 90 days~~. ~~YES [ ] NO [X]~~ Yes

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

Indicate by check mark ~~whether~~if the registrant is anot ~~large~~required ~~accelerated~~to ~~filer,~~file anreports ~~accelerated~~pursuant ~~filer,~~to aSection ~~non-accelerated~~13 ~~filer,~~ or aSection ~~smaller~~15(d) ~~reporting~~of ~~company~~the Act. Yes [ ] No[X]

~~Large~~Indicate ~~Accelerated~~by ~~Filer~~check ¨mark ~~Accelerated~~whether ~~Filer~~the ~~Non-accelerated~~registrant ~~Filer~~(1) ¨has ~~Smaller~~filed ~~Reporting~~all ~~Company~~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 [ ] No[X]

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

IfIndicate anby ~~emerging~~check ~~growth~~mark ~~company,~~if ~~indicate~~disclosure byof ~~check~~delinquent ~~mark~~filers ifpursuant ~~registrant~~to ~~has~~Item ~~elected~~405 of Regulation S-K is not tocontained ~~extended~~herein, ~~transition~~and ~~period~~will ~~for~~not ~~complying~~be ~~with~~contained, ~~any~~to ~~new~~the best of ~~revise~~registrant’s ~~financial~~knowledge, ~~accounting~~in ~~standards~~definitive ~~provided~~proxy ~~pursuant~~or toinformation ~~‘Section~~statements ~~7(a)(2)(B)~~incorporated by reference in Part III of ~~the~~this ~~Security~~Form ~~Act~~10-K or any amendment to this Form 10-K. ~~YES~~ [Yes [ ] NO No[X ]

Indicate by check mark whether the registrant is a ~~shell~~large ~~company~~accelerated ~~(as~~filer, ~~defined~~an inaccelerated ~~Rule~~filer, ~~12b~~a non-2accelerated offiler ~~the~~or ~~Exchange~~a ~~Act). YES [~~smaller ~~] NO~~reporting ~~[X]~~company:

~~APPLICABLE~~Large ~~ONLY~~accelerated TOfiler ~~CORPORATE~~[ ~~ISSUERS:~~] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Emerging growth company [ ]

AsIndicate ofby ~~December,~~check ~~16,~~mark ~~2017,~~whether ~~there~~the ~~were~~registrant ~~32,703,283~~is ~~shares~~a ofshell ~~the~~company ~~registrant’~~(as sdefined ~~$0.0001~~in ~~par~~Rule ~~value~~12b-2 ~~common~~of ~~stock~~the ~~issued and outstanding~~Act). Yes [ ] No [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second quarter. Approximately $194,455.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

~~TABLE~~As OFof ~~CONTENTS~~November 6, 2018, the registrant had 53,348,590 shares of the registrant’s $0.0001 par value common stock issued and outstanding. The registrant also had 4,000 Preferred A shares, 3,781,700 Preferred B shares and 160,000 Preferred C shares. All issued and outstanding Preferred shares have a par value $.0001 per shares.

		Page
	PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to the Condensed Consolidated Unaudited Financial Statements	7
ITEM 2.	MANAGEMENT’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	11
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	14
ITEM 4.	CONTROLS AND PROCEDURES.	14
	PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS.	15
ITEM 1A.	RISK FACTORS.	15
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	15
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.	16
ITEM 4.	MINE SAFETY DISCLOSURES.	16
ITEM 5.	OTHER INFORMATION.	16
ITEM 6.	EXHIBITS.	17

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

Definitive Schedule 14C Information Statement file July 31, 2017

TABLE OF CONTENTS


		Page
	PART I. FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS (unaudited)	6

	Balance Sheets	6
	Statements of Operations	7
	Statements of Cash Flows	8
	Notes to the Unaudited Financial Statements	9

ITEM 2.	MANAGEMENT’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	21
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	23
ITEM 4.	CONTROLS AND PROCEDURES.	23

	PART II. OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS.	24
ITEM 1A.	RISK FACTORS.	24
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	24
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.	25
ITEM 4.	MINE SAFETY DISCLOSURES.	25
ITEM 5.	OTHER INFORMATION.	25
ITEM 6.	EXHIBITS.	26

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Various statements in this report contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived from utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to:

our ~~recent~~ exit from shell status, lack of profitable operations and risk we will ever generate revenues or profits,

need for additional capital, including our ability to repay $~~331~~540,~~643~~484 in notes and accrued interest of $136,419 to non-related parties, all of which if not paid off will convert into common stock over time causing dilution to all shareholders.,

our ability to continue as a going concern,

the limited operating history of our business,

our inability to manage our growth,

potential infringement of ~~first~~third party intellectual property rights,

our ability to effectively compete,

our ability to timely and effectively scale our technology,

our ability to pay or settle the Administrative Order issued by the Office of Financial Regulation of the State of Florida,

the limited trading market for our common stock which is quoted on the OTC Markets,

anti-takeover aspects of our certificate of incorporation and bylaws and the ability of our Board to issue preferred stock without stockholder consent,

the application of penny stock rules to trading in our common stock, ~~and~~

the dilutive impact of outstanding convertible notes and warrants.

~~You~~Federal ~~should~~regulation ~~read thoroughly this report~~ and ~~the~~enforcement ~~documents that we refer to herein with the understanding that our actual future results~~ may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements including those made in Part I. Item 1A. Risk Factors appearing elsewhere in this report. Other sections of this report include additional factors which could adversely ~~impact~~affect ~~our business and financial performance. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess~~ the ~~impact~~implementation of ~~all~~marijuana ~~factors~~laws onand ~~our~~regulations ~~business or the extent to~~ which ~~any factor, or combination of factors,~~ may ~~cause~~negatively ~~actual~~impact ~~results to differ materially from those contained in any forward-looking statements. Except for~~ our ~~ongoing~~revenues obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and ~~you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.~~profits,

variations in state and local regulation and enforcement in states that have legalized cannabis that may restrict marijuana-related activities may negatively impact our revenues and profits.

marijuana remains illegal under Federal law, and

laws and regulations affecting the marijuana industry are constantly changing, which could detrimentally affect our proposed operations.

You should read thoroughly this report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements including those appearing elsewhere in this report. Other sections of this report include additional factors which could adversely impact our business and financial performance. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

OTHER PERTINENT INFORMATION

We maintain our ~~website~~web site at www.mjbiotech.~~com~~us. Information on this ~~website~~web site is not a part of this report.

Unless specifically set forth to the contrary, when used in this report the terms “MJMJTV” ~~Biotech, Inc. (f/k/a Michael James Enterprises, Inc.),~~ the “Company,” "we", "us", "our" and similar terms refer to MJ Biotech, Inc., f/k/a ~~Wyoming~~Michael ~~Corporation~~James ~~(also~~Enterprises, ~~formerly~~Inc., ~~known~~also f/k/a as BullsnBears ~~and Spicy Gourmet Manufacturing~~.com, Inc)., a WYOMING corporation In addition, ~~the~~ “~~third quarter of~~ 2017” refers to the ~~three~~year ~~months~~ending ~~ended~~December ~~September 30~~31, 2017, ~~the~~and “~~third quarter of 2016~~2018” refers to the ~~three~~quarter ~~months~~ ended ~~September~~March 3031, ~~2016~~2018.

PART I - FINANCIAL INFORMATION

ITEM 1. ~~FINANCIAL STATEMENTS.~~

MJ BIOTECH, INC.
(formerly Michael James Enterprises, Inc.)
Condensed Consolidated Balance Sheets
	(un-audited)
	September 30, 2017	December 31, 2016
ASSETS
CURRENT ASSETS
Cash	$ -	$ 26,767
Accounts Receivable	-	1,000
Total Current Assets	-	27,767
TOTAL ASSETS	$ -	$ 27,767
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses	357,101	247,749
Accounts payable – related party	92,007	86,030
Note payable – related party	290	240
Notes Payable – Net of Debt Discount	10,500	-
Convertible notes payable	321,144	173,597
Derivative Liability (net)	593,109	467,491
Total Current Liabilities	1,374,151	975,107
Longterm Liabilities
Convertible notes payable, net	-	-
Total longterm liabilities	-	-
Total Liabilities	1,374,151	975,107
Commitments and Contingencies	-	-
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock; $0.0001 par value, 20,000,000 shares authorized, 3,925,000 and 665,000 issued or outstanding respectively, as of September 30, 2017 and December 31, 2016 respectively,	3,326	66
Common stock; $0.0001 par value, 980,000,000 shares authorized, 32,303,283 and 22,315,946 issued and outstanding as of September 30, 2017 and December 31, 2016 respectively,	3,231	2,231
Additional paid-in capital	18,198,717	12,439,406
Accumulated deficit	(19,579,424)	(13,389,043)
Total Stockholders' Equity (Deficit)	(1,374,151)	(947,340)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ -	$ 27,767

FINANCIAL STATEMENTS.

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

MJ BIOTECH, INC.
Balance Sheets

	Un-audited
	March 31, 2018	December 31, 2017
ASSETS
CURRENT ASSETS
Cash	$105	$82
Total Current Assets	105	82

TOTAL ASSETS	$105	$82

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$493,347	$451,838
Accounts payable – related party	92,007	92,007
Note payable – related party	6,003	2,536
Notes Payable	66,500	49,000
Convertible notes payable (net of discount)	473,984	408,630
Derivative Liability	4,792,940	792,898
Total Current Liabilities	5,924,781	1,796,909


Total Liabilities	5,924,781	1,796,909

Commitments and Contingencies	-	-

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock; $0.0001 par value, 20,000,000 shares authorized, 3,714,000 and 3,554,000 issued or outstanding respectively, as of March 31, 2018 and December 31, 2017 respectively,	372	356
Common stock; $0.0001 par value, 980,000,000 shares authorized, 44,140,257 and 32,303,283 issued and outstanding as of March 31, 2018 and December 31, 2017, respectively	4,415	3,231
Additional paid-in capital	12,723,262	12,659,977
Accumulated deficit	(18,652,725)	(14,460,391)
Total Stockholders' Equity (Deficit)	(5,924,676)	(1,796,827)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$105	$82

MJ BIOTECH, INC.
(formerly Michael James Enterprises, Inc.)
Condensed Consolidated Statements of Operations
(unaudited)
	For the three months endedSeptember 30 ,		For the nine months endedSeptember 30 ,
	2017	2016	2017	2016
REVENUES	$ -	$ -	$ -	$ -
OPERATING EXPENSES
Depreciation and amortization expense	-	651	-	1,953
Shares issued for Consulting	-	808,340	5,542,000	1,133,040
General and administrative	11,369	91,917	219,972	214,630
Total Operating Expenses	11,369	900,908	5,761,972	1,349,623
OPERATING LOSS	(11,369)	(900,908)	(5,761,972)	(1,349,623)
OTHER INCOME (EXPENSE)
Loss on conversion of notes		-	(127,340)	-
Gain (loss) on derivative liability and finance fees	(210,545)	148,762	(158,764)	(177,574)
Interest expense	(8,454)	(80,136)	(142,304)	(283,809)
Total Other Income (Expense)	(218,999)	68,626	(428,408)	(461,383)
NET LOSS	$ (230,368)	$ (832,282)	$ (6,190,380)	$ (1,811,006)
BASIC AND DILUTED NET LOSS PER COMMON SHARE	$ (0.01)	$ (0.04)	$ (0.25)	$ (0.12)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	30,315,979	18,851,502	24,761,082	15,027,530

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

~~The accompanying notes are an integral part of these unaudited Condensed Consolidated financial statements.~~6

MJ BIOTECH, INC.
(formerly Michael James Enterprises, Inc.)
Statements of Operations
Condensed Consolidated Statements of Cash Flows
For the three months ended March 31,
(unaudited)
	Unaudited
	For the nine months endedSeptember 30,
	For the three Months Ended March 31, 2018	For the three Months Ended March 31, 2018
	2017	2016
REVENUES	$-	$-
CASH FLOWS FROM OPERATING ACTIVITIES
OPERATING EXPENSES
Net loss	$ (6,190,380)	$ (1,811,006)
Management and consulting fees	3,000	-
Items to reconcile net loss to net cash used in operating activities:
Shares issued for Consulting	18,056	5,542,000
Depreciation and amortization	-	1,953
Professional fees	11,267	-
Change in Debt discount	55,874	124,780
General and administrative	29,361	127,646
Financing fees, Shares issued and note penalties	233,691	-
Total Operating Expenses	61,684	5,669,646
Shares issued for consulting	5,542,000	1,133,040
OPERATING LOSS	(61,684)	(5,669,646)
Changes in operating assets and liabilities
OTHER INCOME (EXPENSE)
Change in Accounts Receivable	1,000	-
Finance Fees	(43,604)	(127,340)
Change in Derivative Liability	110,168	177,574
Gain (loss) on derivative liability	(4,041,308)	96,653
Increase in accounts payable and accrued liabilities	88,699	293,060
Interest expense	(45,737)	(126,789)
Increase in accounts payable and accrued liabilities - related party	1,631	36,130
Total Other Income (Expense)	(4,130,649)	(157,476)
Net Cash Used in Operating Activities	(157,317)	(44,469)
Net loss	$(4,192,334)	$(5,827,122)
CASH FLOWS FROM FINANCING ACTIVITIES
BASIC AND DILUTED NET LOSS PER COMMON SHARE	$(0.11)	$(0.28)
Bank Overdraft	-	-
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	36,792,184	20,583,540
Proceeds (payments) from convertible notes payable	120,000	220,000
Proceeds (payments) from convertible notes payable	-	-
Proceed from notes payable	10,500
Proceeds (payments) from notes payable related party	50	24,209
Payments to notes payable, related party	-	(200,000)
Net Cash Provided by Financing Activities	130,550	44,209
Increase (Decrease) in Cash	(26,767)	(260)
CASH AT BEGINNING OF PERIOD	26,767	300
CASH AT END OF PERIOD	$ (0)	$ 40
Supplemental Information:
Interest Paid	$ -	$ -
Taxes	$ -	$ -

The accompanying notes are an integral part of these unaudited ~~Condensed Consolidated~~ financial statements.

MJ BIOTECH, INC.

MJ BIOTECH, INC.
Statements of Cash Flows
For the three months ended March 31,
	Unaudited
	For the three Months Ended March 31, 2018	For the three Months Ended March 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$(4,192,334)	$(5,827,122)
Items to reconcile net loss to net cash used in operating activities:
Change in Debt discount	26,913	9,567
Financing fees, Shares issued and note penalties	43,604	113,278
Shares issued for services	18,056	5,542,123
Changes in operating assets and liabilities
Change in Derivative Liability	4,041,308	24,348
Increase in accounts payable and accrued liabilities	41,509	3,762
Increase in accounts payable and accrued liabilities - related party	3,467	4,347
Net Cash Used in Operating Activities	(17,477)	(129,697)

CASH FLOWS FROM FINANCING ACTIVITIES
Bank Overdraft	-	-
Proceeds (payments) from convertible notes payable	17,500	110,000
Net Cash Provided by Financing Activities	17,500	110,000

Increase (Decrease) in Cash	23	(19,697)

CASH AT BEGINNING OF PERIOD	82	26,767

CASH AT END OF PERIOD	$105	$7,070

Supplemental Information:
Interest Paid	$-	$-
Taxes	$-	$-

Supplemental Non-Cash Disclosure
Shares issued for note conversions	$46,429	$72,295

~~(formerly~~The ~~Michael~~accompanying ~~James~~notes ~~Enterprises,~~are ~~Inc.)~~an ~~Notes~~integral topart ~~the~~of ~~Condensed~~these ~~Consolidated~~unaudited ~~Unaudited~~financial ~~Financial Statements~~statements.

1.8

~~Nature~~MJ ofBIOTECH, ~~Operations and Continuance of Business~~INC.

The unaudited interim condensed consolidated financial statements included herein have been prepared by MJ Biotech, Inc. (formerly Michael James Enterprises, Inc.) (the “Company”) in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (the “SEC”). We suggest that these interim financial statements be read in conjunction with the audited financial statements and notes thereto included in our Form 10-K for the year ended December 31, 2016, as filed with the SEC. We believe that all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein and that the disclosures made are adequate to make the information not misleading. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the ~~financial~~Unaudited ~~statements~~Financial ~~which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year as reported in Form 10-K have been omitted.~~Statements

~~We were a Company focused on developing intellectual property~~1. WeNature ~~have, since the beginning~~ of ~~the~~Operations third quarter of 2017, changed our focus toward Nutraceuticals. With this change in focus we entered into a “Binding Letter of Agreement” on July 26, 2017 to acquire ZEN HERO, Inc. d/b/a Zen’s Tea House “Zen”. The business of Zen is a formulator of organic teas and ~~herbs~~Continuance ~~(“Nutraceuticals”) for sale to the public and other businesses. Zen, currently works with doctors and other health professionals to develop teas and herbs to assist in the development~~ of ~~alternative solutions to the current medicines offered to patients and non-patients alike.~~ Business

~~Zen~~The ~~cannot~~financial ~~make~~statements ~~any~~included ~~health~~herein ~~claims~~have orbeen ~~state~~prepared ~~that~~by ~~green~~MJ ~~tea~~Biotech, isInc. ~~possesses~~(formerly ~~specific~~Michael ~~health~~James ~~benefits~~Enterprises, Inc.) ~~However,~~(the ~~Zen~~“Company”) ~~can~~in ~~offer~~accordance ~~anecdotal~~with ~~literature~~accounting principles generally accepted in the United States of America and ~~other~~the ~~information~~rules onof ~~diet~~the Securities and ~~health~~Exchange ~~benefits~~Commission ~~others~~(the ~~have~~“SEC”). ~~experienced~~We suggest that these interim financial statements be read in conjunction with the audited financial statements and ~~point~~notes ~~people~~thereto toincluded ~~ethically~~in ~~sound~~our Form 10-K for the year ended December 31, ~~licensed~~2017, ~~medical~~as ~~physicians~~filed ~~who~~with ~~can~~the ~~offer~~SEC. ~~medical~~We ~~advice~~believe that all adjustments, ~~diagnosis~~consisting of normal recurring adjustments, necessary for a fair presentation of financial position and ~~treatment~~the results of operations for the interim periods presented have been reflected herein and that the disclosures made are adequate to make the information not misleading. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year as reported in Form 10-K have been omitted.

~~Our~~We ~~goal~~were isa toCompany ~~halp~~focused ~~Zen~~on ~~create~~developing aintellectual ~~well-known~~property. ~~brand~~Since ~~within~~the beginning of the ~~Nutraceutical~~third ~~market~~quarter ~~segment~~of 2017, we had changed our focus toward Nutraceuticals. To ~~accomplish~~With this ~~goal~~change in focus we entered into a “Binding Letter of Agreement” on July 26, 2017 to acquire ZEN HERO, Inc. d/b/a Zen’s Tea House “Zen”. The business of Zen is ~~currently~~a ~~selling~~formulator ~~their~~of organic teas and herbs ~~through~~(“Nutraceuticals”) ~~three~~for ~~main~~sale ~~distribution~~to ~~networks~~the public and other businesses. As of October 23, 2018, the Company is no longer pursuing the acquisition of Zen Hero, Inc.

~~The~~Due ~~primary~~to ~~distribution~~the ~~source~~enormous isexpansion ~~via farmers markets. Zen currently operates~~ in ~~over~~the 35cannabis ~~farmers~~sectors, ~~markets~~we ~~per~~have ~~week.~~changed ~~Farmers~~our ~~markets~~focus ~~provide~~to ~~a valuable sales and~~ distribution ~~channel~~of ~~for~~Hemp ~~the~~(CBD) ~~Zen’s~~based Tea products. ~~Private~~Pursuant ~~markets~~to ~~are~~that ~~solitary~~we ~~events~~have ~~held~~created bya ~~corporations~~line ~~for~~of ~~their~~CBD ~~employees~~infused asTeas ~~part~~for ofdistribution ~~their~~through ~~health~~our ~~and~~agreement ~~wellness~~with ~~programs~~MarijuanaDoctor.com. ~~Online~~Marijuana ~~sales~~Doctor ~~are~~operates ~~Zen’s~~15 ~~main~~clinics ~~focus~~in ~~for~~the ~~growth~~state ~~through~~of ~~Zen’s website www~~Florida.~~zenstea.com~~

Competition

Most of ~~Zen~~MJ Biotech, Inc.’s competitors ~~online~~ are well-established and have substantially greater financial resources than ~~dozen~~we ~~does~~do. Some of our ~~online~~on-line competitors ~~are~~that ~~the~~sell ~~“Full~~CBD ~~Leaf~~tea ~~Company”,~~products ~~the~~are “~~Republic~~Buddha ~~Coffee~~Teas”, ~~and~~“Canna ~~Tea Company~~Teas” and “~~Adagio Teas~~Kikuko’s delicious Positivi-Tea”. ~~Zen~~MJ Biotech is currently working on increasing its on-line presence.

7Governmental regulation

~~its~~While ~~online~~there ~~presence.~~are ~~Zen~~currently ~~has~~relatively ~~little~~few laws or noregulations ~~competitions~~directly inapplicable ~~its~~to ~~current~~Internet ~~farmers~~access, ~~markets~~E-commerce, or commercial search activity, there is increasing awareness and ~~with~~concern ~~the~~regarding ~~growth~~some uses of the ~~farmers~~Internet ~~markets~~and ~~segments~~other ~~across~~online ~~the~~services, ~~nation~~leading ~~this~~federal, isstate, anlocal, ~~area~~and ~~Zen~~international ~~has~~governments ~~the~~to ~~opportunity~~consider adopting civil and criminal laws and regulations, amending existing laws and regulations, conducting investigations, or commencing litigation with respect to ~~expand.~~the Internet and other online services covering issues such as:

~~Acquisition of RP Capital In Place Of The Proposed Acquisition of MJ Biotech Inc.~~ ·

Onuser August 4, 2016, the company’s Board of Directors approved an asset purchase agreement with RP Capital Group, Ltd. to acquire all rights and title to the studies and intellectual property to a dranabinol based treatment for sleep apnea. This acquisition substituted the contemplated acquisition of MJ Biotech, Inc., a Wyoming corporation (formerly known as Michael James Enterprises, Inc) acquisition did not move forward as the acne based product it was bringing to market has experienced several significant setbacks and the Board of Directors has determined that the proposed agreement was not in the best interest of the Company and its shareholders. privacy;

~~Acquisition of Zen Hero, Inc., d/b/a Zen’s Tea House.~~·

On July 26, 2017, the Company entered into a “Binding Letter of Agreement” for the acquisition of ZEN HERO, Inc. d/b/a Zen’s Tea House. The business of ZEN HERO is a formulator of Organic Teas for sale to the public and other businesses. The transaction is anticipated to close within ninety (90) days. The proposed purchase price is a combination of cash ($750,000) and stock. $400,000 is payable on closing with the balance to be paid based on performance milestones. Zen Hero is a company that sells its own line of medicinal teas. Based on Un-Audited financial statements, Zen Hero currently generates more than $100,000 per month in sales and is profitable. The Company is working towards auditing Zen Hero’s financial statements in preparation to close on the acquisition into the Company as a wholly-owned subsidiary. There is no guarantee that this acquisition will be completed. trespass;

~~Our History~~·

We were organized under the laws of the State of Delaware on December 30, 2010 under the name Spicy Gourmet International, Inc. as part of the implementation of the Chapter 11 plan of reorganization of Spicy Gourmet Organics, Inc. ("SGO"), a California corporation. SGO was incorporated in the State of California in 2006 and was formed to import specialty, organic spices from South Asia and sell them in the United States. SGO was undercapitalized and sales of its spice products were slow to develop, possibly due to the recession in the 2007-2008-time period. As a result, SGO lacked sufficient cash flow to meet its current obligations and on October 1, 2010 SGO filed a voluntary petition for bankruptcy under Chapter 11 in the U.S. Bankruptcy Court for the Central District of California. SGO's plan of reorganization was confirmed by the Court on November 19, 2010.defamation;

The plan of reorganization provided for the acquisition by SGO of a new, unrelated, retail business and the spin-off of all of the various elements of SGO's spice business to four different entities. The plan of reorganization called for the spin-off of SGO's manufacturing business to our company, the incorporation of our company, and the distribution of shares of our common stock to the bankruptcy creditors. The plan required us to issue 1,180,000 shares of our common stock and distribute these to SGO's general unsecured creditors, to its administrative creditors, and to its shareholders. The shares were distributed pursuant to Section 1145 of the U.S. Bankruptcy Code.·

~~The~~database ~~Court~~and ~~also~~data ordered the distribution of warrants to all administrative creditors of SGO, with these creditors to receive five warrants exercisable into shares of our common stock for each $0.05 of SGO's administrative debt which they held. All warrants were exercisable at any time prior to November 19, 2017. No Warrants were exercised prior to their expiration. protection;

8·

Welimitations ~~were~~on ~~a “shell company” as that term is defined in~~ the ~~Securities~~distribution ~~Act~~ of ~~1933~~materials ~~from~~considered ~~our~~harmful ~~date~~to ~~of incorporation until October 2012.~~children;

On October 20, 2012, we acquired from James M. Palladino, then an unrelated third party, the URL domain name and websites of bullsnbears.com for $150,000. Following this asset purchase we were no longer considered a “shell company.” On October 23, 2012, our former officers and directors resigned and certain of the then officers and directors were appointed, with the balance of our directors being newly appointed in December 2012.·

Inliability ~~November 2012 we changed our name to BullsnBears.com, Inc. Effective December 11, 2015, we changed our name to Michael James Enterprises, Inc., and entered into an Agreement~~ for ~~Plan~~misinformation ofprovided ~~Merger~~over ~~and Reorganization between~~ the ~~Company and Michael James Enterprises, Inc., a Nevada corporation.~~ web;

On December 31, 2015, the Company formed a new wholly-owned company, BullsnBears Holdings, LLC., for the purpose of holding the Company’s intellectual property assets. As contractually agreed to, the Company's wholly-owned subsidiary, BullsnBears, Holdings LLC. was spun off in its entirety including all of the assets and liabilities of the subsidiary including certain liabilities of the parent company that were incurred by the previous management including BullsnBears Holdings, LLC. Intellectual Property assets, including its websites, URL’s, and proprietary software, were transferred through a share dividend to MJTV shareholders of record as of the close of business on December 28, 2016, with one share of BullsnBears Holdings, LLC. Common Stock distributed for each one share of MJTV Common Stock owned as of the record date. Distribution of the shares took place on December 28, 2016.·

~~Prior~~user ~~to that~~protection, ~~effective December 11~~pricing, ~~2015~~taxation, ~~the~~and ~~Company~~advertising ~~filed~~restrictions an(including, ~~Amendment~~for toexample, ~~the~~limitation ~~Company’s~~on ~~Articles of Incorporation changing~~ the ~~Company’s~~advertising ~~name~~on toInternet ~~“Michael~~gambling ~~James~~websites ~~Enterprises~~or ~~Inc.”~~of ~~and~~certain ~~filed with FINRA for a new stock ticker symbol “MJTV”.~~ products);

On August 4, 2016, the Company changed its direction and decided to acquire RP Capital Group, Ltd. and all of its intellectual property associated with a Dronabinol based treatment for sleep apnea. Additionally, the Company decided to develop and bring to market a female sexual arousal enhancer – VOLUPTAS. Trademark and patent applications were filed, and the Company is currently in the process of securing $2,500,000 of funding to manufacture and bring to market this product. There is no guarantee these funds will be raised.·

~~Since~~delivery ~~August~~ of ~~2016~~contextual ~~the~~advertisements ~~Company~~via ~~created~~connected ~~the~~desktop alchemy of essential oils called LUNA to help a person relax and hopefully achieve better sleep. Additionally, the Company’s then CEO, James M. Farinella, designed a creative noninvasive delivery system for an active ingredient which was assigned to the company by the then CEO in exchange for 2,350,000 Preferred B shares. This product VOLUPTAS, now patent pending with a filing for a trademark on the Name VOLUPTAS. software;

On April 12, 2017, the Company changes its name to MJ Biotech, Inc. to better represent the new direction of the Company. MJ Biotech has also changed its state of incorporation to the state of Wyoming. The change of domicile took place on August 25, 2017.·

9intellectual property ownership and infringement, including liability for listing or linking to third-party websites that include materials infringing copyrights or other rights;

~~Going Concern~~·

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. During the period from inception through September 30, 2017, the Company has generated minimal revenues and has an accumulated deficit of ($19,579,424). The continuation of the Company as a going concern is dependent upon the continued financial support from its management, its ability to generate profits from the Company’ s future operations, identify future investment opportunities and obtain the necessary debt or equity financing. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.9

~~Principles~~distribution, characteristics, and quality of ~~Consolidation~~products and services; and

~~The~~other ~~accompanying~~consumer ~~financial~~protection ~~statements reflect the individual financial statements of MJ Biotech, Inc~~laws. ~~taking into account the spinoff of BullsnBears Holdings, LLC. All significant intercompany accounts and transactions have been eliminated.~~

~~Basic~~Legislation has also been introduced in the U.S. Congress and ~~Diluted~~some ~~Loss~~state ~~Per~~legislatures ~~Share~~that is designed to regulate spyware, which does not have a precise definition, but which is often defined as software installed on consumers' computers without their informed consent and designed to gather and, in some cases, disseminate information about those consumers, including personally identifiable information. We do not expect to rely on spyware for any purpose, and it will not be part of our product offerings, but the definition of spyware or proposed legislation relating to spyware may be broadly defined or interpreted to include legitimate ad-serving software, including toolbar offerings and other downloadable software currently provided by our product offerings. Currently, legislation has focused on providing Internet users with notification of and the ability to consent or decline the installation of such software, but there can be no guarantee that future legislation will not provide more burdensome standards by which software can be downloaded onto consumers' computers. We expect that all downloadable software that we will distribute will require an express consent of the consumer and will provide consumers with an easy mechanism to delete the software once downloaded. However, if future legislation is adopted that makes the consent, notice, or uninstall procedures more onerous, we may have to develop new technology or methods to provide our services or discontinue those services in some jurisdictions or altogether. There is no guarantee we will be able to develop this new technology at all or in a timely fashion or on commercially reasonable terms. The adoption of any additional laws or regulations, application of existing laws to the Internet generally or our industry, or any governmental investigation or litigation related to the Internet generally, our industry, or our services may decrease the growth of the Internet or other online services.

~~The~~Federal ~~Company~~regulation ~~presents~~and ~~both~~enforcement ~~basic~~may adversely affect the implementation of medical and ~~diluted~~recreational ~~earnings~~marijuana ~~per~~laws ~~share~~and ~~(EPS)~~regulations onmay ~~the~~negatively ~~face~~impact ofour ~~the~~revenues ~~income~~and ~~statement~~profits. Currently, ~~Basic~~there ~~EPS~~are is29 ~~computed~~states byplus ~~dividing~~the ~~net~~District ~~income~~of ~~(loss)~~Columbia ~~available~~that tohave ~~common~~laws ~~shareholders~~and/or ~~(numerator)~~regulations bythat ~~the~~recognize, ~~weighted~~in ~~average~~one ~~number~~form ofor ~~shares~~another, ~~outstanding~~legitimate ~~(denominator)~~medical ~~during~~and/or ~~the~~recreational ~~period.~~uses ~~Diluted~~for ~~EPS~~cannabis ~~gives~~and ~~effect~~consumer touse ~~all~~of ~~dilutive~~cannabis. ~~potential~~Many ~~common~~other ~~shares~~states ~~outstanding~~are ~~during~~considering similar legislation. Conversely, under the ~~period~~Controlled ~~including~~Substance ~~convertible~~Act ~~debt~~(the “CSA”), ~~stock~~the ~~options,~~policies and ~~warrants,~~regulations ~~using~~of the ~~treasury~~Federal ~~stock~~government ~~method,~~ and ~~convertible~~its ~~securities,~~agencies ~~using~~are ~~the~~that ~~if-converted~~cannabis ~~method.~~has Inno ~~computing~~medical ~~diluted~~benefit ~~EPS,~~and ~~the~~a ~~average~~range ~~stock~~of ~~price~~activities ~~for~~including cultivation and the ~~period~~personal use of cannabis is ~~used~~prohibited. inUnless ~~determining~~and ~~the~~until ~~number~~Congress ofamends ~~shares~~the ~~assumed~~CSA with respect to marijuana beproducts, ~~purchased~~as ~~from~~to the ~~exercise~~timing or scope of ~~stock~~any ~~options~~such orpotential ~~warrants.~~amendments ~~Diluted~~there ~~EPS~~can ~~excludes~~be ~~all~~no ~~dilutive~~assurance, ~~potential~~there ~~shares~~is ifa ~~their~~risk ~~effect~~that isfederal ~~anti-dilutive.~~authorities ~~The~~may ~~Company~~enforce ~~had~~current ~~net~~federal ~~losses~~law, asand ofwe ~~September~~may ~~30,~~be ~~2017~~deemed ~~and~~to ~~September~~be ~~30,~~possession ~~2016,~~of marijuana soin ~~the~~violation ~~diluted~~of ~~EPS~~federal ~~excluded~~law ~~all~~with ~~dilutive~~respect ~~potential~~to ~~shares~~any ininventory ~~the~~or ~~diluted~~business ~~EPS~~operations ~~because~~or ~~their~~we ~~effect~~may isbe ~~anti-dilutive.~~deemed Asto ofbe ~~September,~~facilitating ~~30,~~the ~~2017~~selling or distribution, ~~the~~or ~~Company~~aiding ~~had~~and ~~outstanding~~abetting ~~warrants~~the toselling ~~purchase~~or 5distribution,~~000,000~~ ~~shares~~of drug paraphernalia in violation of ~~common~~federal ~~stock~~law. ~~The~~Active ~~Company~~enforcement ~~also~~of ~~had~~the ~~outstanding~~current ~~convertible~~federal ~~notes~~regulatory ofposition ~~$436,882~~on ~~that~~cannabis ~~could~~may bethus ~~converted~~indirectly ~~into~~and ~~additional~~adversely ~~shares~~affect asour revenues and profits. The risk of ~~September~~strict 30enforcement of the CSA in light of Congressional activity, ~~2017.~~judicial holdings and stated federal policy remains uncertain.

~~Use~~The U.S. Supreme Court declined to hear a case brought by San Diego County, California that sought to establish federal preemption over state medical marijuana laws. The preemption claim was rejected by every court that reviewed the case. The California 4th District Court of ~~Estimates~~Appeals wrote in its unanimous ruling, “Congress does not have the authority to compel the states to direct their law enforcement personnel to enforce federal laws.” However, in another case, the U.S. Supreme Court held that, as long as the CSA contains prohibitions against marijuana, under the Commerce Clause of the United States Constitution, the United States may criminalize the production and use of homegrown cannabis even where states approve its use for medical purposes.

~~The~~In ~~preparation~~an effort to provide guidance to federal law enforcement, the Department of ~~financial~~Justice ~~statements~~(the ~~requires~~“DOJ”) ~~management~~has issued Guidance Regarding Marijuana Enforcement to ~~make~~all ~~estimates~~United ~~and~~States ~~assumptions~~Attorneys ~~that~~in ~~affect~~a ~~the~~memorandum ~~reported~~from ~~amounts~~Deputy ofAttorney ~~assets~~General ~~and~~David ~~liabilities~~Ogden ~~and~~on ~~disclosure~~October of19, ~~contingent~~2009, ~~assets~~in a memorandum from Deputy Attorney General James Cole on June 29, 2011 and ~~liabilities~~in ata memorandum from Deputy Attorney General James Cole on August 29, 2013. Each memorandum provides that the ~~date~~DOJ ofis committed to the ~~financial~~enforcement ~~statements~~of ~~and~~the CSA, but, the ~~reported~~DOJ ~~amounts~~is ofalso ~~revenues~~committed to using its limited investigative and ~~expenses~~prosecutorial ~~during~~resources to address the ~~reporting~~most ~~period.~~significant ~~Actual~~threats ~~results~~in ~~could~~the ~~differ~~most ~~from~~effective, ~~those~~consistent ~~estimates~~and rational way.

~~Fair~~The ~~Value~~August 29, 2013 memorandum provides updated guidance to federal prosecutors concerning marijuana enforcement in light of ~~Financial~~state ~~Instruments~~laws legalizing medical and recreational marijuana possession in small amounts.

The ~~carrying~~memorandum ~~amount~~sets offorth ~~accounts~~certain ~~payable~~enforcement ~~and~~priorities ~~accrued~~that ~~expenses~~ are ~~considered~~important to ~~be representative of their respective fair values because of~~ the ~~short-term~~federal ~~nature of these financial instruments. The fair value of the derivative liabilities have been valued using a Black Scholes valuation model.~~government:

~~Derivative~~Distribution ~~Liabilities~~of marijuana to children;

~~Certain~~Revenue offrom the ~~Company’s~~sale convertible notes payable described in Note 3 contain conversion features that qualify for embedded derivative classification. The Company accounts for the embedded derivative features in its convertible debentures in accordance FASB ASC 815-10-Derivatives and Hedging, which requires a periodic valuation of ~~their~~marijuana ~~fair~~going ~~value and a corresponding recognition of liabilities associated with such derivatives. The recognition of derivative liabilities related~~ to ~~the~~ criminals;

10Diversion of medical marijuana from states where it is legal to states where it is not;

~~issuance~~Using ofstate ~~the~~authorized ~~convertible~~marijuana ~~debt~~activity ~~is applied first to the proceeds of such issuance~~ as a ~~debt~~pretext ~~discount, at the date~~ of ~~issuance, and the excess of derivative liabilities over the proceeds is recognized as a ”Loss on Derivative Liability” in~~ other ~~expense.~~illegal ~~The~~drug fair value of these liabilities will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments.activity;

~~New~~Preventing ~~Accounting~~violence ~~Pronouncements~~in the cultivation and distribution of marijuana;

InPreventing ~~August~~drugged 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15 “Presentation of Financial Statements—Going Concern,” outlining management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern, along with the required disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016 with early adoption permitted. The Company does not anticipate a material impact to our financial statements as a result of this change.driving;

InGrowing ~~April~~marijuana 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 changes the presentation of debt issuance costs in financial statements, by requiring them to be presented in the balance sheet as a direct deduction from the related debt liability, rather than as an asset. Amortization of the costs is reported as interest expense. There is no change to the current guidance on ~~the~~federal ~~recognition~~property; and measurement of debt issuance costs. For public business entities, ASU 2015-03 will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. The Company does not expect ASU 2015-03 to have a material impact on its consolidated financial statements.

InPreventing ~~January~~possession ~~2016,~~or ~~the~~use ~~FASB issued ASU 2016-01 “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement~~ of ~~Financial~~marijuana Assets and Financial Liabilities,” which revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017, with early adoption permitted under certain circumstances.” The Company is currently assessing the impact of ASU 2016-01 on ~~its~~federal ~~financial statements~~property.

In February 2016, the FASB issued ASU No. 2016-02, Leases, which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 with early adoption permitted. Under Accounting Standards Update 2016-02, lessees will be required to recognize for all leases at the commencement date a lease liability, which is a lessee’s obligation to make lease payments arising from a lease measured on a discounted basis, and a right-to-use asset, which is an asset that represents the lessee’s right to use or control the use of a specified asset for the lease term. The Company is currently evaluating the effect that the new guidance will have on its financial statements and related disclosures.10

InThe ~~March~~DOJ ~~2016,~~has ~~the~~not ~~FASB~~historically ~~issued~~devoted ~~ASU~~resources ~~No.~~to ~~2016-09,~~prosecuting ~~Compensation—Stock~~individuals ~~Compensation~~whose ~~(Topic~~conduct ~~718):~~is ~~Improvements~~limited to ~~Employee~~possession ~~Share-Based~~of ~~Payment~~small ~~Accounting,~~amounts ~~which~~of ~~includes~~marijuana ~~multiple~~for ~~provisions~~use ~~intended~~on toprivate ~~simplify~~property, ~~various~~but ~~aspects~~has ofrelied ~~the~~on ~~accounting~~state ~~for~~and ~~share-based~~local ~~payments,~~law ~~including~~enforcement ~~treatment~~to ofaddress ~~excess~~marijuana ~~tax~~activity. ~~benefits~~In ~~and~~the ~~forfeitures,~~event asthe ~~well~~DOJ asreverses ~~consideration~~its stated policy and begins strict enforcement of ~~minimum~~the ~~statutory~~CSA ~~tax~~in ~~withholding~~states ~~requirements.~~that ~~The~~have ~~ASU~~laws ~~will~~legalizing ~~take~~medical ~~effect~~marijuana ~~for~~and ~~public~~recreational ~~companies~~marijuana ~~for~~in ~~fiscal~~small ~~years~~amounts, ~~and~~there ~~interim~~may ~~periods~~be ~~within~~a ~~those~~direct ~~fiscal~~and ~~years,~~adverse ~~beginning~~impact ~~after~~to ~~December~~our ~~15,~~business ~~2016,~~and ~~with~~our ~~early~~revenue and profits.

11Variations in state and local regulation and enforcement in states that have legalized medical cannabis that may restrict marijuana-related activities, including activities related to medical cannabis may negatively impact our revenues and profits. Individual state laws do not always conform to the federal standard or to other states laws. A number of states have decriminalized marijuana to varying degrees, other states have created exemptions specifically for medical cannabis, and several have both decriminalization and medical laws. Nine states have legalized the recreational use of cannabis. Variations exist among states that have legalized, decriminalized or created medical marijuana exemptions. For example, Alaska and Colorado have limits on the number of marijuana plants that can be homegrown. In most states, the cultivation of marijuana for personal use continues to be prohibited except for those states that allow small-scale cultivation by the individual in possession of medical marijuana needing care or that person’s caregiver. Active enforcement of state laws that prohibit personal cultivation of marijuana may indirectly and adversely affect our business and our revenue and profits.

~~application~~Marijuana ~~permitted~~remains inillegal ~~any~~under ~~interim~~Federal orlaw. Marijuana ~~annual~~is ~~period.~~a ~~The~~schedule-I ~~Company~~controlled substance and is ~~evaluating~~illegal under federal law. Even in those states in which the ~~future~~use ~~impact~~of marijuana has been legalized, its use remains a violation of ~~this~~federal ~~ASU~~law. onSince federal law criminalizing the ~~consolidated~~use ~~financial~~of ~~statements~~marijuana preempts state laws that legalize its use, strict enforcement of federal law regarding marijuana would likely result in our inability to proceed with our business plan.

~~Other~~Laws ~~relevant~~and ~~recently~~regulations ~~issued~~affecting ~~accounting~~the ~~updates~~marijuana industry are ~~not~~constantly ~~expected~~changing, which could detrimentally affect our proposed operations. Local, state and federal medical marijuana laws and regulations are broad in scope and subject to ~~have~~evolving interpretations, which could require us to incur substantial costs associated with compliance or alter certain aspects of our business plan. In addition, violations of these laws, or allegations of such violations, could disrupt certain aspects of our business plan and result in a material ~~impact~~adverse effect on certain aspects of our planned operations. In addition, it is possible that regulations may be enacted in the ~~Company’s~~future ~~consolidated~~that ~~financial~~will ~~statements~~be directly applicable to certain aspects of our proposed businesses. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.

~~NOTE~~Intellectual ~~2 - RELATED PARTY TRANSACTIONS~~property

AsWe rely on a combination of ~~September~~copyright, ~~30,~~trademark ~~2017,~~and ~~the~~trade ~~company~~secret ~~owes~~laws ~~Integrated~~and ~~Capital~~restrictions ~~Partners,~~on ~~Inc~~disclosure to protect our intellectual property rights. ~~(Nevada)~~Our ~~$70,596~~success inwill ~~expenses~~depend ~~paid~~on ~~for~~the protection of the ~~Company.~~proprietary ~~The~~aspects ~~Company’s~~of ~~former~~our ~~CEO~~technology ~~(James~~as ~~Farinella)~~well isas our ability to operate without infringing on the ~~controlling~~proprietary ~~shareholder~~rights of ~~Integrated~~others. ~~Capital~~We ~~Partners~~expect to also enter into proprietary information and confidentiality agreements with our employees, ~~Inc.~~consultants ~~(Nevada)~~and commercial partners and control access to, and distribution of, our product formulations and other proprietary information.

~~As of September, 30, 2017, the Company owes James M. Farinella the previous CEO, $3,036 in expenses paid for the Company.~~ Employees

InAs ~~February~~of ~~2017~~March ~~the Company’s then CEO~~31, ~~James Farinella~~2018, ~~assigned~~we ~~his~~have ~~rights to the Voluptas provisional patents that he owns and all intellectual property rights to Voluptas for~~ 2~~,350,000~~ ~~preferred~~full Btime ~~shares of the Company. On May 10~~employees, ~~2017 the provisional patent was updated~~ and re-filed increasing the protection covering more than 10 delivery methods. Mr. Farinella surrendered 120,000 Preferred B shares to pay off loans owed to three trust accounts and those trust accounts were issued 40,000 preferred C shares each. James Farinella now owns 2,890,000 preferred B shares of the Company. ~~James~~operations ~~Farinella~~are ~~also~~being ~~retired~~conducted ~~8,425,000~~at ~~common~~our ~~shares~~corporate ~~and~~offices ~~now~~located ~~owns~~in noCheyenne ~~common~~Wyoming ~~shares~~at of109 ~~the~~East ~~Company.~~17th ~~As of September 30~~Street, ~~2017,~~Suite ~~the~~80 ~~company owes the former CEO (James Farinella) of the Company $15~~Cheyenne,~~434~~ ~~in expenses paid for the Company~~WY.

InOur February 2017 the Company’s then Chief Operating Officer, Gina Morreale, was issued 240,000 preferred B shares. The Company agreed to issue these shares to Ms. Morreale in 2016 for her joining the Company as an Officer and Director. Subsequently, Gina Morreale resigned as an officer and director of the Company and relinquished the 240,000 preferred B shares.History

OnWe ~~August~~were 4organized under the laws of the State of Delaware on December 30, ~~2016~~2010 under the ~~company~~name ~~issued~~Spicy ~~660~~Gourmet International,~~000~~ ~~shares~~Inc. as part of ~~preferred~~the Bimplementation ~~shares~~of tothe RPChapter ~~Capital~~11 ~~Group~~plan of reorganization of Spicy Gourmet Organics, Inc. ~~Ltd~~("SGO"), a California corporation. ~~for~~SGO ~~research~~was incorporated in the State of California in 2006 and ~~development~~was ~~services.~~formed ~~Each~~to ~~preferred~~import Bspecialty, ~~share~~organic isspices ~~convertible~~from ~~into~~South ~~100~~Asia ~~shares~~and ofsell ~~the~~them ~~company’s~~in ~~common~~the ~~stock~~United States. ~~During~~SGO ~~the~~was ~~three~~undercapitalized ~~months~~and ~~ended~~sales ~~September~~of 30its spice products were slow to develop, ~~2017~~possibly due to the recession in the 2007-2008-time period. As a result, ~~Maxine~~SGO ~~Person~~lacked ~~our~~sufficient ~~CEO~~cash ~~paid~~flow $to meet its current obligations and on October 1,~~631in~~ ~~miscellaneous~~2010 ~~operating~~SGO ~~expenses~~filed a voluntary petition for bankruptcy under Chapter 11 in the U. S. Bankruptcy Court for the Central District of California. SGO's plan of reorganization was confirmed by the Court on November 19, 2010.

~~NOTE~~The 3plan of reorganization provided for the acquisition by SGO of a new, unrelated, retail business and the spin-off ~~CONVERTIBLE~~of ~~AND~~all ~~PROMISSORY~~of ~~NOTES~~the ~~PAYABLE~~various elements of SGO's spice business to four different entities. The plan of reorganization called for the spin-off of SGO's manufacturing business to our company, the incorporation of our company, and the distribution of shares of our common stock to the bankruptcy creditors. The plan required us to issue 1,180,000 shares of our common stock and distribute these to SGO's general unsecured creditors,

On February 4, 2016, the Company entered into a $121,000 10% Convertible Promissory Note with Tangiers Investment Group, LLC, a non-affiliate. The term is for one year, with an original issuance discount of $11,000 for due diligence and legal costs. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 50% of the lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.

Onto ~~March~~its ~~23,~~administrative ~~2016~~creditors, ~~the~~and ~~Company~~to ~~entered~~its ~~into a $60,500 10% Convertible Promissory Note with Vista Capital Investments, LLC~~shareholders. ~~a non-affiliate.~~ The ~~term~~shares iswere ~~for~~distributed ~~two~~pursuant years, with an original issuance discount of $5,500 for due diligence and legal costs. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to ~~55%~~Section of1145 ~~the lowest trading price~~ of the ~~Company’s Common Stock during the 20 trading days prior to the election to convert~~U. ~~See Note 4 for discussion of the derivative liability~~S. InBankruptcy ~~connection with the note payable the Company is obligated to issue 200,000 shares of common stock that was valued~~ Code.

12The Court also ordered the distribution of warrants to all administrative creditors of SGO, with these creditors to receive five warrants exercisable into shares of our common stock for each $0.05 of SGO's administrative debt which they held. All warrants were exercisable at any time prior to November 19, 2017. No Warrants were exercised prior to their expiration.

atOn ~~$120~~October 20,~~000~~ 2012, we acquired from James M. ~~Out~~Palladino, ofthen an unrelated third party, the ~~full~~URL ~~consideration~~domain name and websites of bullsnbears.com for $55150,000. ~~was~~Following ~~recorded~~this asasset ~~debt~~purchase ~~discount~~we were no longer considered a “shell company.” On October 23, 2012, our former officers and directors resigned and certain of the ~~remaining~~then ~~$65~~officers and directors were appointed,~~000~~ ~~was~~with ~~included~~the balance of our directors being newly appointed in ~~interest~~December ~~expense~~2012.

OnIn ~~March~~November ~~24,~~2012 ~~2016,~~we ~~the~~changed ~~Company~~our ~~entered~~name ~~into~~to ~~a $60~~BullsnBears.com,~~500~~ ~~10%~~Inc. ~~Convertible~~Effective ~~Promissory~~December ~~Note with Tangiers Investment Group~~11, ~~LLC~~2015, awe ~~non-affiliate. The~~changed ~~term~~our isname ~~for~~to ~~one~~Michael ~~year~~James Enterprises, ~~with an original issuance discount of $5~~Inc.,~~500~~ ~~for due diligence~~ and ~~legal~~entered ~~costs. The Note is convertible at the option of the Holder~~ into ~~Common~~an ~~Stock~~Agreement offor ~~the~~Plan ~~Company at a conversion price which shall be equal to 55%~~ of ~~the~~Merger ~~lowest~~and ~~trading~~Reorganization ~~price~~between of the Company’s ~~Common~~and ~~Stock~~Michael ~~during~~James ~~the~~Enterprises, ~~20 trading days prior to the election to convert~~Inc., ~~See~~a ~~Note~~Nevada ~~4 for discussion of the derivative liability~~corporation.

OnPrior ~~December~~to 5that, ~~2016,~~effective ~~the~~December ~~Company entered into a $79~~11,~~000~~ ~~10% Convertible Promissory Note with GHS Investments~~2015, ~~LLC, a non-affiliate. The term is for eight months, with an original issuance discount of $9,000 for due diligence and legal costs. The Note is convertible at~~ the ~~option of the Holder into Common Stock of the~~ Company atfiled aan ~~conversion~~Amendment ~~price which shall be equal~~ to the ~~lower~~Company’s ofArticles ~~$.09 or 55%~~ of ~~the~~Incorporation ~~lowest~~changing ~~trading price of~~ the Company’s ~~Common~~name ~~Stock during the 20 trading days prior~~ to ~~the~~“Michael ~~election~~James toEnterprises ~~convert~~Inc.” ~~See~~and ~~Note~~filed 4with FINRA for ~~discussion~~a ofnew ~~the~~stock ~~derivative~~ticker ~~liability~~symbol “MJTV”.

On December 1631, ~~2016~~2015, the Company ~~entered~~formed ~~into~~ a ~~$63~~new wholly-owned company,~~250~~ ~~12%~~BullsnBears ~~Convertible~~Holdings, ~~Promissory~~LLC., ~~Note~~for ~~with~~the ~~Auctus~~purpose ~~Fund,~~of ~~LLC,~~holding athe ~~non-affiliate~~Company’s intellectual property assets. ~~The~~As ~~term~~contractually isagreed ~~for~~to, ~~nine~~the ~~months~~Company's wholly-owned subsidiary, ~~with~~BullsnBears, anHoldings ~~original~~LLC. ~~issuance~~was ~~discount~~spun ofoff ~~$8,250~~in ~~for~~its ~~due~~entirety ~~diligence~~including ~~and~~all ~~legal~~of ~~costs. The~~the ~~Note~~assets isand ~~convertible~~liabilities atof the ~~option~~subsidiary including certain liabilities of the ~~Holder~~parent ~~into~~company ~~Common~~that ~~Stock~~were ofincurred by the ~~Company~~previous atmanagement aincluding ~~conversion~~BullsnBears ~~price~~Holdings, ~~which~~LLC. ~~shall~~Intellectual beProperty ~~equal~~assets, including its websites, URL’s, and proprietary software, were transferred through a share dividend to ~~the~~MJTV ~~lower~~shareholders of ~~$.09~~record oras ~~50%~~ of the ~~lowest~~close ~~trading~~of ~~price~~business on December 28, 2016, with one share of ~~the~~BullsnBears ~~Company’s~~Holdings, LLC. Common Stock ~~during~~distributed ~~the~~for 25each ~~trading~~one ~~days~~share ~~prior~~of toMJTV ~~the~~Common ~~election~~Stock toowned ~~convert.~~as ~~See~~of ~~Note~~the 4record ~~for~~date. Distribution ~~discussion~~ of the ~~derivative~~shares ~~liability~~took place on December 28, 2016.

On ~~January~~August 54, ~~2017~~2016, the ~~Company~~company’s ~~entered~~Board ~~into~~of aDirectors ~~$53,000~~approved 8%an ~~Convertible~~asset ~~Promissory~~purchase ~~Note~~agreement with ~~Power~~RP UpCapital ~~Lending~~ Group, ~~LTD,~~Ltd. ato ~~non-affiliate. The~~acquire ~~term~~all ofrights ~~the~~and ~~Note~~title isto ~~for~~the 9studies ~~months,~~and ~~with~~intellectual anproperty ~~original~~to ~~issuance~~a ~~discount~~dronabinol ofbased ~~$3,000~~treatment for ~~due~~sleep ~~diligence and legal costs~~apnea. ~~The~~ ~~Note~~This isacquisition ~~convertible~~substituted ~~after~~the ~~180days~~contemplated ~~into~~acquisition ~~Common Stock~~ of ~~the~~Michael ~~Company~~James atEnterprise, Inc., a ~~conversion~~Nevada ~~price~~corporation ~~which~~acquisition ~~shall~~that bedid ~~equal~~not tomove ~~55%~~forward ofas the ~~average~~acne-based ofproduct ~~the~~it ~~three~~was ~~lowest~~bringing ~~trading~~to ~~prices~~market ofhad ~~the~~experienced ~~Company’s~~several ~~Common~~significant ~~Stock~~setbacks ~~during~~and the 10Board ~~trading~~of ~~days~~Directors ~~prior~~has todetermined that the ~~election~~proposed toagreement ~~convert.~~was ~~See~~not ~~Note~~in 4the ~~for~~best ~~discussion~~interest of the ~~derivative liability. Power Up Lending Group, LTD has declared the~~ Company inand ~~default of~~ its ~~obligations under the Note~~shareholders.

OnSince ~~March~~August 7,of ~~2017,~~2016 the Company ~~entered~~created ~~into~~the aalchemy ~~$25,000~~of ~~12%~~essential ~~Convertible~~oils ~~Promissory~~called ~~Note~~LUNA ~~with~~to ~~Vista~~help ~~Capital Investments, LLC,~~ a ~~non-affiliate. The~~person ~~term~~relax ofand ~~the~~hopefully ~~Note~~achieve isbetter ~~for~~sleep. ~~two years~~Additionally, ~~with~~the anCompany’s ~~original~~then ~~issuance discount of $5~~CEO,~~000~~ ~~for~~James ~~due diligence and legal costs~~M. ~~The~~ ~~Note~~Farinella, isdesigned ~~convertible~~a atcreative ~~the~~noninvasive ~~option~~delivery ofsystem ~~the~~for ~~Holder~~an ~~into~~active ~~Common~~ingredient ~~Stock of the Company at a conversion price~~ which ~~shall~~was beassigned ~~equal~~ to ~~50% of~~ the ~~lowest~~company ~~trading~~by ~~price of~~ the ~~Company’s~~then ~~Common~~CEO ~~Stock~~in ~~during~~exchange ~~the~~for 252,350,000 ~~trading~~Preferred ~~days~~B ~~prior~~shares. toThis ~~the~~product ~~election~~VOLUPTAS, tonow ~~convert.~~patent ~~See~~pending ~~Note~~with 4a filing for ~~discussion~~a oftrademark on the ~~derivative~~Name ~~liability~~VOLUPTAS.

On ~~March~~December 728, ~~2017,~~2016 the Company's ~~entered~~wholly-owned ~~into~~subsidiary, aBullsnBears $5Holdings,~~000~~ Inc.,~~000~~ ~~equity~~(BNBI) ~~line~~was ~~with~~spun ~~Tangier~~off ~~Investment~~spun-off ~~Group,~~through ~~LLC which will require~~ a ~~registration~~share ~~statement~~dividend to beBNBI ~~filed.~~shareholders ~~The~~of ~~Company~~record noas ~~longer~~of ~~intends to move forward on~~ the ~~equity~~close ~~line. As part~~ of ~~the~~business, ~~Equity~~with ~~line~~one ~~the~~share ~~Company~~of ~~entered~~BullsnBears ~~into~~Holdings aCommon ~~commitment~~Stock ~~note~~distributed for ~~$29,000~~each ~~with~~one noshare ~~interest. The~~of ~~Note~~MJTV isCommon ~~convertible~~Stock atowned ~~the~~as ~~option~~ of the ~~Holder~~record ~~into~~date. ~~Common~~Distribution ~~Stock~~ of the ~~Company~~shares atis athe ~~conversion~~responsibility ~~price,~~of ~~which~~BullsnBears ~~shall~~Holdings, beInc. ~~equal~~and towill ~~50%~~take ofplace upon the ~~lowest~~effectiveness ~~trading price~~ of ~~the~~a ~~Company’s~~Registration ~~Common~~Statement ~~Stock~~filed ~~during~~with the ~~25 trading days prior to the election to convert~~U.S. ~~See~~Securities ~~Note~~and 4Exchange ~~for discussion of the derivative liability~~Commission.

On ~~March~~April 1312, 2017, the Company ~~entered~~changes ~~into~~its aname ~~$43,000~~to 8%MJ ~~Convertible~~Biotech, ~~Promissory~~Inc. ~~Note~~to ~~with~~better ~~PowerUp~~represent ~~Lending~~the ~~Group,~~new ~~LTD,~~direction ~~a non-affiliate. The term~~ of the ~~Note~~Company. MJ isBiotech ~~for~~has 9also ~~months,~~changed ~~with~~its anstate ~~original~~of ~~issuance~~incorporation ~~discount~~to the state of ~~$3,000~~Wyoming. ~~for~~The ~~due~~change ~~diligence~~of ~~and~~domicile ~~legal~~took ~~costs. The~~place ~~Note~~on isAugust ~~convertible~~25, 2017.

13On July 26, 2017, the Company entered into a “Binding Letter of Agreement” for the acquisition of ZEN HERO, Inc. d/b/a Zen’s Tea House. The business of ZEN HERO is a formulator of Organic Teas for sale to the public and other businesses. The transaction was anticipated to close within ninety (90) days of the execution of the Binding Letter of Agreement. The proposed purchase price is a combination of cash ($750,000) and stock. $400,000 is payable on closing with the balance to be paid based on performance milestones. Zen Hero is a company that sells its own line of medicinal teas. Based on Un-Audited financial statements, Zen Hero generates more than $100,000 per month in sales and is profitable. The acquisition has not closed as of the date of this Report. As of October 23, 2018, this Binding Letter of Agreement for the proposed acquisition of Zen Hero, Inc., is terminated.

~~after~~Going 180 days into Common Stock of the Company at a conversion price which shall be equal to 55% of the average of the three lowest trading prices of the Company’s Common Stock during the 10 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability. Power Up Lending Group, LTD has declared the Company in default of its obligations under the Note.Concern

~~On January 17, 2017 Vista Capital Investments, LLC converted $10,000 of its $60,500 note dated March 23, 2016 at a conversion price of $0.01925 for 519,481 shares.~~12

OnThe ~~January~~Company's ~~24,~~financial ~~2017~~statements ~~Tangiers~~are ~~Investment~~prepared ~~Group,~~using ~~LLC~~Generally ~~converted~~Accepted ~~$19,943.00~~Accounting Principles applicable to a going concern that contemplates the realization of ~~its~~assets ~~$121,000~~and ~~note~~liquidation ~~dated~~of ~~February~~liabilities 4in the normal course of business. However, ~~2016~~the atCompany ahas ~~conversion~~recently ~~price~~accumulated ofsignificant $0losses and has negative working capital.~~0175~~ ~~for~~All ~~1,139,600~~of ~~shares~~these items raise substantial doubt about its ability to continue as a going concern. Management's plans with respect to alleviating the adverse financial conditions that caused management to express substantial doubt about the Company's ability to continue as a going concern are as follows:

OnWe ~~January~~have 30incurred net losses of $18,652,725 ~~2017~~since ~~Vista~~inception ~~Capital~~through ~~converted~~March ~~$14~~31,~~500~~ 2018. The report of ~~its~~our ~~$60~~independent registered public accounting firm on our financial statements for the year ended December 31,~~500~~ ~~note~~2017 ~~dated~~contains ~~March~~an 23explanatory paragraph regarding our ability to continue as a going concern based upon our loss from operations and working capital deficit. These factors, ~~2016~~among atothers, raise substantial doubt about our ability to continue as a ~~conversion~~going ~~price~~concern. Our financial statements do not include any adjustments that might result from the outcome of $0this uncertainty.~~01375~~ ~~for~~There 1are no assurances we will be successful in our efforts to generate revenues or report profitable operations or to continue as a going concern,~~054,545~~ ~~shares~~in which event investors would lose their entire investment in our company.

OnThe ~~February~~Company ~~22,~~is ~~2017~~currently ~~Tangiers~~trying ~~Investment~~to ~~Group,~~raise ~~LLC~~new ~~converted~~debt ~~$10,119.00~~or ofequity ~~its~~for ~~$121,000~~acquisitions ~~note~~regarding ~~dated~~setting ~~February~~up 4,a ~~2016~~facility atfor athe ~~conversion~~manufacturing ~~price~~nutraceutical Tea’s and Herb’s infused with CBD oils and powders If the Company is not successful in the development and implementation of ~~$0.0061~~a ~~for~~concept 1which produces positive cash flows from operations,~~658,852~~ ~~shares~~the Company may be forced to continue to raise additional equity or debt financing to fund its ongoing obligations or risk ceasing doing business.

OnThere ~~March~~can ~~17,~~be ~~2017~~no ~~Collier~~assurance ~~Investments,~~that ~~LLC~~the ~~converted~~Company ~~$7,995.00~~will ofbe able to achieve its ~~$75~~business plans,~~000~~ ~~note~~raise itany ~~acquired~~more ~~from~~required ~~Tangiers~~capital ~~Investment~~or ~~Group,~~secure ~~LLC~~the ~~dated~~financing ~~February~~necessary 4,to ~~2016~~achieve atits acurrent ~~conversion~~operating ~~price~~plan. The ability of ~~$0.00410~~the ~~for~~Company ~~1,950,000~~to ~~shares~~continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations.

OnBasic ~~March~~and 3,Diluted ~~2017~~Loss ~~Vista~~Per ~~Capital Investments, LLC converted $5,637.50 of its $60,500 note dated March 23, 2016 at a conversion price of $0.00451 for 1,250,000 shares.~~Share

OnThe ~~March~~Company 9presents both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, ~~2017~~stock ~~GHS~~options, ~~Investments~~and warrants, ~~LLC~~using ~~converted~~the $4treasury stock method,~~100~~ and convertible securities, using the if-converted method.00 ofIn ~~its~~computing ~~$66~~diluted EPS,~~500~~ ~~note~~the itaverage ~~acquired~~stock price for the period is used in determining the number of shares assumed to be purchased from ~~Tangiers~~the ~~Investment~~exercise ~~Group,~~of ~~LLC~~stock ~~dated~~options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had net losses as of March 2431, ~~2016~~2018 atof a$4,192,334 ~~conversion~~and ~~price~~March 31, 2017 of $05,827,122 so the diluted EPS excluded all dilutive potential shares in the diluted EPS because their effect is anti-dilutive.~~0041~~ ~~for~~The 1Company had outstanding warrants to purchase 5,000,000 shares of common stock which expired November 2017. The Company also had outstanding and convertible notes of $473,984 that could be converted into additional shares as of March 31, 2018.

OnUse ~~March 17, 2017 Collier Investments, LLC converted $7,995.00~~ of ~~its $75,000 note it acquired from Tangiers Investment Group, LLC dated February 4, 2016 at a conversion price of $0.00410 for 1,950,000 shares.~~Estimates

OnThe ~~April~~preparation ~~7, 2017 GHS Investments, LLC. converted $3,300.00~~ of ~~its~~ ~~note~~financial ~~originally~~statements ~~owned~~requires bymanagement ~~Tangiers~~to ~~Investment~~make ~~Group,~~estimates ~~LLC~~and ~~dated~~assumptions ~~March~~that ~~24,~~affect ~~2016~~the atreported aamounts ~~conversion price~~ of ~~$0.0033~~assets ~~for~~and ~~1,000,000~~liabilities ~~common~~and ~~shares.~~disclosure Onof ~~May~~contingent 2,assets ~~2017~~and ~~the~~liabilities ~~Company~~at ~~entered into a Securities Purchase Agreement with GPL Ventures LLC~~ the ~~agreement~~date ~~allows~~of the ~~Company~~financial tostatements ~~draw~~and ~~down~~the upreported toamounts ~~$10,000,000~~of ~~over~~revenues ~~the~~and ~~term~~expenses ofduring the ~~agreement~~reporting ~~with~~period. aActual ~~maximum~~results ~~drawdown~~could ofdiffer ~~$125,000~~from atthose ~~one time~~estimates.

OnFair ~~May~~Value ~~12, 2017 the Company entered into an Agency Services Agreement with Thor Associates for an initial three months and a 5% royalty on the gross sales~~ of ~~Voluptas~~Financial for three years starting on the date of the Voluptas market launch. Both parties to this agreement will discuss a scope of work beyond the end of the three-month contract end date and will then extend this agreement based on the agreed scope of work to be performed moving forward. The contracts start date is July 1, 2017. This agreement is no longer in effect.Instruments

OnThe ~~May~~Financial ~~12,~~Accounting ~~2017~~Standards ~~the~~Board ~~Company~~issued ASC ~~entered~~(Accounting ~~into~~Standards aCodification) ~~Corporate~~820-10 ~~Consulting~~(SFAS ~~Agreement~~No. ~~with~~157), “Fair ~~Global~~Value ~~Discovery~~Measurements ~~Group~~and toDisclosures" ~~create~~for financial assets and ~~compose~~liabilities. ASC ~~stories~~820-10 provides a framework for measuring fair value and ~~articles~~requires ~~about~~expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the ~~Company,~~price ~~its~~that ~~industry~~would ~~and~~be ~~competition,~~received ~~syndicate~~for ~~and~~an ~~distribute~~asset or the ~~stories~~exit price that would be paid to ~~major~~transfer ~~financial~~a ~~websites~~liability ~~and~~in ~~wire~~the ~~services~~principal toor ~~reach~~most ~~potential~~advantageous ~~investors.~~market ~~The~~in ~~agreement~~an ~~runs~~orderly ~~for~~transaction ~~six~~between ~~months~~market atparticipants on the measurement date. FASB ASC 820-10 also establishes a ~~cost~~fair value hierarchy which requires an entity to maximize the use of ~~$50~~observable inputs,~~000~~ ~~per~~where ~~month~~available. ~~This~~The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

14- Level 1: Quoted prices in active markets for identical assets or liabilities.

~~agreement~~- ~~was~~Level ~~terminated~~2: Observable byinputs ~~the~~other ~~Company~~than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in ~~the~~markets ~~month~~that ofare ~~July~~not ~~2017.~~active ~~Nothing~~or ~~was~~other ~~ever~~inputs ~~paid~~that toare ~~Global~~observable ~~Discovery~~or ~~Group~~can ~~and~~be nocorroborated ~~work~~by ~~was~~observable ~~ever~~market ~~performed~~data for substantially the full term of the related assets or liabilities.

~~On May 16, 2017 the Company entered into a $200,000 8% Convertible Promissory Note with Tri~~-~~Bridge~~ ~~Ventures~~Level ~~LLC,~~3: Unobservable ainputs ~~non-affiliate.~~that ~~The~~are ~~term~~supported ofby ~~the~~little ~~Note~~or isno ~~for~~market 9activity months. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which, shall be equal to 50% of the lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert. Tri-Bridge Ventures, LLC will fund $100,000 of the $200,000 Convertible Promissory Note Upon the filing of the Company’s 2016 year-end audited financial statements on Form 10K and ~~the~~that ~~2017~~are ~~first~~significant ~~quarter results on Form 10Q. Tri-Bridge Ventures, LLC will have the right~~ to ~~fund~~ the ~~remaining~~fair ~~balance~~value ~~at any time during the term~~ of the ~~Note.~~assets ~~This~~or ~~transaction never closed, and the agreement was terminated~~liabilities.

On May 16, 2017, the Company entered into a $10,000,000 equity line with GPL Ventures, LLC, which will require a registration statement to be filed. As part of the Equity line the Company entered into a commitment note for $100,000. The ~~term~~carrying ofamounts ~~the Note is for 6 months. The Note is convertible at the option~~ of the ~~Holder into Common Stock of the~~ Company ~~at a conversion price, which shall be equal to 80% of the lowest trading price of the Company~~’s ~~Common~~financial ~~Stock~~instruments ~~during~~as ~~the~~of 20March ~~trading~~31, ~~days prior to the election to convert. The company no longer plans on moving forward with GPL Ventures~~2018, ~~LLC on the equity line.~~reflect:

On May 24, 2017 the Company entered into a $10,000 12% Convertible Promissory Note with PowerUp Lending Group, LTD, a non-affiliate. The term of the Note is for 9 months, with an original issuance discount of $3,000 for due diligence and legal costs.Cash: ~~The~~Level ~~Note~~1 Measurement isbased ~~convertible~~on atbank the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 58% of the average of the three lowest trading prices of the Company’s Common Stock during the 10 trading days prior to the election to convertreporting. ~~Power Up Lending Group, LTD has declared the Company in default of its obligations under the Note.~~

~~On July 6, 2017 Power Up Lending Group LTD. converted $1,070.00 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00092 for 1,163,043 common shares.~~13

On Level ~~July~~2 Loans ~~21,~~from ~~2017~~Officers ~~Power~~and Uprelated ~~Lending Group LTD. converted $795.00 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00068 for 1,169,118 common shares.~~parties

On Level ~~July~~2 Based ~~27,~~on ~~2017~~promissory ~~Power Up Lending Group LTD~~notes. ~~converted $890.00 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00064 for 1,390,625 common shares.~~

On Level ~~August~~3 Derivative ~~2, 2017 Power Up Lending Group LTD. converted $770.00 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00055 for 1,400,000 common shares.~~Liabilities

OnDerivative ~~August 9, 2017 Power Up Lending Group LTD. converted $770.00 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00055 for 1,400,000 common shares.~~Liabilities

InCertain ~~September~~of ~~2017,~~ the Company’s ~~entered~~convertible ~~two~~notes ~~Promissory~~payable ~~Notes~~described in Note 4 contain conversion features that qualify for $5embedded derivative classification. The Company accounts for the embedded derivative features in its convertible debentures in accordance FASB ASC 815-10-Derivatives and Hedging,~~000~~ ~~each~~which requires a periodic valuation of their fair value and a corresponding recognition of liabilities associated with ansuch ~~unrelated~~derivatives. ~~private~~The ~~party~~recognition of derivative liabilities related to the issuance of the convertible debt is applied first to the proceeds of such issuance as a debt discount, at the date of issuance, and the excess of derivative liabilities over the proceeds is recognized as a “Loss on Derivative Liability” in other expense. The ~~Notes~~fair ~~bear~~value ~~interest~~of these liabilities will be re-measured at the ~~rate~~end of 4%every ~~per~~reporting ~~annum~~period and ~~are~~the ~~due~~change in fair value will be reported in the statement of operations as a gain or loss on ~~January~~derivative ~~30,~~financial ~~2018~~instruments.

~~Accrued interest on all outstanding non-related-party Notes was $41,941 at September 30, 2017 and $16,266 as for December 31, 2016~~.New Accounting Pronouncements

Debt Discount
Balance as of December 31, 2015	$ -
Initial recognition of debt discount for derivative liability and share issuance 2016	242,000
Amortization of Debt Discount 2016	(70,387)
Debt Discount Balance as of December 31, 2016	171,613
Initial recognition of debt discount for derivative liability and share issuance 2017	196,000
Amortization of Debt Discount 2017	(251,874)
Debt discount Balance as of September 30, 2017	$ 115,739

Balance of December 31, 2016	$ 345,210
Notes Payable recorded in 2017	175,995
Notes converted in 2017	(73,823)
Total Notes payable at, 2017	447,382
Debt discount	(115,738)
Notes Payable, net at September 30, 2017	$ 331,644

In May 2017, the FASB amended authoritative guidance on modifications related to stock compensation, codified in ASC 718, Compensation - Stock Compensation. The amendments provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting. The guidance is effective for the Company as of the first quarter of its fiscal year ending January 31, 2019. The Company does not believe the update will have a material impact on its financial statements.

~~NOTE~~The 4Company –has ~~DERIVATIVE~~implemented ~~LIABILITY~~all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on the Company’s financial statements or its financial position or results of operations.

~~The~~Income Company issued financial instruments in the form of convertible notes with embedded conversion features. The convertible notes payable has conversion rates which are indexed to the market value of the Company’s common stock price.Taxes

~~During~~Federal ~~the~~Income ~~Nine~~taxes ~~months~~are ~~ending~~not ~~September~~currently ~~30,~~due ~~2017,~~since ~~the~~we ~~company~~have ~~issued~~had ~~four~~losses ~~convertible~~since ~~promissory notes totaling $125,000~~inception.

~~The~~On ~~following~~December ~~table~~22, ~~represents~~2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The Company’s ~~derivative~~will ~~liability~~compute ~~and~~its ~~debt~~income ~~discount~~tax ~~activity~~expense for the ~~embedded~~years ~~conversion~~ended ~~features~~December ~~discussed~~31, ~~above:~~2017 and 2016 using a Federal Tax Rate of 21%.

Derivative Liability
Balance as of December 31, 2016	$ 467,492
Initial recognition of additional derivative liability	259,697
Change in the fair value	(134,080)
Balance as of September 30, 2017	$ (593,109)

Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard required by ASC 740-10-25-5.

~~NOTE~~Deferred 5income -tax ~~COMMON~~amounts ~~STOCK~~reflect ~~AND~~the ~~COMMON~~net ~~STOCK~~tax ~~WARRANTS~~effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes.

~~Common Stock Warrants~~14

InAs ~~December~~of ~~2010~~March 31, ~~the~~2018, ~~Company~~we ~~issued~~had a ~~total~~net operating loss carry-forward of 5approximately $(9,~~000~~017,~~000~~648) ~~Common~~and ~~Stock~~a ~~Purchase~~deferred ~~Warrants~~tax asset of approximately $1,893,706 using the statutory rate of 21%. ~~Pursuant~~The deferred tax asset may be recognized in future periods, not to anexceed ~~extension~~20 ~~approved~~years. However, bydue to the ~~Board~~uncertainty of ~~Directors~~future inevents ~~June~~we ~~2015~~have booked valuation allowance of $(1,893,706). FASB ~~all~~ASC ~~Warrants~~740 ~~expired~~prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on ~~November~~de-recognition, 19classification, ~~2017~~interest and penalties, accounting in interim periods, disclosure and transition. At March 31, 2018 the Company had not taken any tax positions that would require disclosure under FASB ASC 740.

The following table summarizes the outstanding warrants and associated activity for the nine months ended September 30, 2017:



	March 31, 2018	December 31, 2017
Deferred Tax Asset	$ 1,893,706	$1,013,316
Valuation Allowance	(1,893,706)	(1,013,316)
Deferred Tax Asset (Net)	$ -	$ -

	Number of	Weighted	Weighted
	Warrants	Average	Average
	Outstanding	Price	Remaining
			Contractual
			Life
Balance, December 31, 2016	5,000,000	$ 0.25	0.84
Granted	-	-
Exercised	-	-
Expired	-	-
Balance, September 30, 2017	5,000,000	$ 0.25	0.14

~~NOTE~~Although 6Management –believes ~~COMMITMENTS~~that ~~AND~~its ~~CONTINGENCIES~~estimates are reasonable, no assurance can be given that the final tax outcome of these matters will not be different than that which is reflected in our tax provisions. Ultimately, the actual tax benefits to be realized will be based upon future taxable earnings levels, which are very difficult to predict.

OnNo ~~June~~provision 1, 2015, the Company received notice of an Administrative Complaint filed by the State of Florida Office of Financial Regulation (OFR) concerning certain private placement investments received by the Company during the period from 2011 to 2013 and the applicability of the registration exemption provisions of the Florida Statutes to said investments. The Company vigorously disputes the legal basis for this Administrative Complaint. However, given the cost of continued litigation, the Board of Directors of the Company has agreed to enter into a settlement agreement with the OFR and pay a nominal fine of $25,000. The settlement payment must be made on or before June 23, 2017. The payment was ~~not~~ made ~~and~~for onfederal ~~July~~income 3tax, ~~2017~~since ~~a final Order was entered in~~ the ~~amount of $980,000. The~~ Company ishad ~~hopeful that when resources permit the Company can settle the Final Order for~~ an ~~amount~~overall ~~similar~~net tooperating ~~the~~loss ~~$25,000~~and ~~previously~~has ~~agreed~~accumulated ~~to,~~net ~~this~~operating isloss ~~included in our accrued expenses~~carryforwards.

~~NOTE~~No 7income –tax ~~SUBSEQUENT~~expense ~~EVENTS~~has been realized as a result of operations and no income tax penalties and/or interest have been accrued related to uncertain tax positions. The Company files income tax returns in the U.S. federal jurisdiction and in the State of California. These filings are subject to a three-year statute of limitations. The Company’s evaluation of income tax positions included the years ended December 15 through 2017 could be subject to agency examinations. No filings are currently under examination. No adjustments have been made to reduce the estimated income tax benefit at fiscal year-end or at the quarterly reporting dates. Any valuations relating to these income tax provisions will comply with U.S. generally accepted accounting principles.

InNOTE ~~October~~2 ~~the~~- ~~Company~~RELATED ~~entered~~PARTY ~~into a Promissory Note for $29,500 with an unrelated private Party. The Note bears interest at the rate of 4% per annum and has a due date of April 30, 2018.~~ TRANSACTIONS

InManagement ~~December the Company entered into a Promissory Note for $9,000 with an unrelated private Party. The note bears interest at the rate of 4% per annum and has a due date of April 30, 2018.~~Services

OnAs orof ~~about~~March ~~October 18~~31, ~~2017~~2018, ~~KLJ & Associates LLP (“KLJ”) withdrew as~~ the ~~Company’s~~company ~~independent~~owes ~~registered~~Integrated ~~public~~Capital ~~accounting~~Partners, ~~firm as it has sold its audit practice~~Inc. ~~During~~(Nevada) ~~the~~$70,596 ~~period~~in ~~from~~expenses ~~August~~paid ~~18,~~for ~~2016 (~~the ~~date~~Company. ofThe ~~KLJ’s appointment as the~~ Company’s ~~independent~~former ~~registered~~CEO ~~public~~(James ~~accounting firm~~Farinella) ~~through~~is the ~~effective~~controlling ~~date~~shareholder of ~~KLJ’s~~Integrated ~~withdrawal,~~Capital ~~there were no disagreements with KLJ on any matter of accounting principles or practices~~Partners, orInc. financial statement disclosure, which disagreements, if not resolved to the satisfaction of KLJ, would have caused it to make reference to the subject matter of such disagreements in any future report on our financial statements for any periods during which KLJ was engaged(Nevada).

~~The~~In February 2017 the Company’s ~~Board~~then CEO, James Farinella, assigned his rights to the Voluptas provisional patents that he owns and all intellectual property rights to Voluptas for 2,350,000 preferred B shares of ~~Directors~~the ~~appointed~~Company. ~~Fruci~~On &May ~~Associates~~10, II2017 the provisional patent was updated and re-filed increasing the protection covering more than 10 delivery methods. Mr. Farinella surrendered 120,000 ~~PLLC~~Preferred ~~(“Fruci”)~~B asshares to pay off loans owed to three trust accounts and those trust accounts were issued 40,000 preferred C shares each. James Farinella now owns 2,890,000 preferred B shares of the Company’s. ~~new~~James ~~independent~~Farinella ~~registered~~also ~~public~~retired ~~accounting~~8,425,000 ~~firm~~common ~~effective~~shares asand now owns no common shares of ~~October~~the 23Company. As of March 31, ~~2017~~2018 , the company owes the former CEO (James Farinella) of the Company $15,434 in expenses paid for the Company.

~~The~~In ~~Company~~February ~~has~~2017 ~~appointed~~the ~~Mountain~~Company’s ~~Share~~Chief ~~Transfer~~Operating ~~LLC.~~Officer, ~~(“Mountain”)~~Gina asMorreale, ~~its~~was ~~transfer~~issued ~~agent~~240,000 ~~and~~Preferred ~~registrar~~B ~~effective on or about November 10, 2017~~shares. ~~All~~The ~~of the~~ Company’s ~~registered~~agreed ~~shares~~to ofissue ~~common~~these ~~stock~~shares ~~have been transferred from Platinum Stock Transfer Inc.~~ to ~~“Mountain”~~Miss Morreale in ~~accordance~~2016 ~~with~~for ~~ASC~~her ~~855-10,~~joining the Company ~~has~~as ~~analyzed~~an ~~its~~Officer ~~operations~~and ~~subsequent~~Director. ~~to September 30~~Subsequently, ~~2017~~Gina ~~thru~~Morreale ~~December~~resigned ~~18,~~as ~~2017~~an ~~issued,~~officer and ~~has~~director ~~determined~~of ~~that~~the itCompany ~~does~~and ~~not~~relinquished ~~have~~the ~~any~~240,000 ~~material~~preferred B shares.

17Formation of New Subsidiary

~~subsequent~~On ~~events~~June to4, ~~disclose~~2018 inthe ~~these~~Company ~~financial~~formed ~~statements~~a ~~other~~new ~~than~~wholly-owned ~~the~~corporation ~~events~~MJ ~~described~~Syndicated, ~~above~~Inc.” a Florida corporation, based out of Florida

~~All~~NOTE ~~outstanding~~3 ~~common~~- ~~stock~~CONVERTIBLE ~~warrants~~PROMISSORY ~~expired~~NOTES ~~on November 19, 2017.~~PAYABLE

lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.

On March 23, 2016, the Company entered into a $60,500 10% Convertible Promissory Note with Vista Capital Investments, LLC. a non-affiliate. The term is for two years, with an original issuance discount of $5,500 for due diligence and legal costs. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 55% of the lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability. In connection with the note payable the Company is obligated to issue 200,000 shares of common stock that was valued at $120,000. Out of the full consideration $55,000 was recorded as debt discount and the remaining $65,000 was included in interest expense.

On March 24, 2016, the Company entered into a $60,500 10% Convertible Promissory Note with Tangiers Investment Group, LLC, a non-affiliate. The term is for one year, with an original issuance discount of $5,500 for due diligence and legal costs. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 55% of the lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.

On December 5, 2016, the Company entered into a $79,000 10% Convertible Promissory Note with GHS Investments, LLC, a non-affiliate. The term is for eight months, with an original issuance discount of $9,000 for due diligence and legal costs. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to the lower of $.09 or 55% of the lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.

On December 16, 2016, the Company entered into a $63,250 12% Convertible Promissory Note with Auctus Fund, LLC, a non-affiliate. The term is for nine months, with an original issuance discount of $8,250 for due diligence and legal costs. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to the lower of $.09 or 50% of the lowest trading price of the Company’s Common Stock during the 25 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.

On January 5, 2017, the Company entered into a $53,000 8% Convertible Promissory Note with Power Up Lending Group, LTD, a non-affiliate. The term of the Note is for 9 months, with an original issuance discount of $3,000 for due diligence and legal costs. The Note is convertible after 180days into Common Stock of the Company at a conversion price which shall be equal to 55% of the average of the three lowest trading prices of the Company’s Common Stock during the 10 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability. Power Up Lending Group, LTD has declared the Company in default of its obligations under the Note.

On March 7, 2017, the Company entered into a $25,000 12% Convertible Promissory Note with Vista Capital Investments, LLC, a non-affiliate. The term of the Note is for two years, with an original issuance discount of $5,000 for due diligence and legal costs. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 50% of the lowest trading price of the Company’s Common Stock during the 25 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.

On March 7, 2017, the Company entered into a $5,000,000 equity line with Tangier Investment Group, LLC which will require a registration statement to be filed. The Company no longer intends to move forward on the equity line. As part of the Equity line the Company entered into a commitment note for $29,000 with no interest. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price, which shall be equal to 50% of the lowest trading price of the Company’s Common Stock during the 25 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.

On March 13, 2017 the Company entered into a $43,000 8% Convertible Promissory Note with PowerUp Lending Group, LTD, a non-affiliate. The term of the Note is for 9 months, with an original issuance discount of $3,000 for due diligence and legal costs. The Note is convertible after 180 days into Common Stock of the Company at a conversion price which shall be equal to 55% of the average of the three lowest trading prices of the Company’s Common Stock during the 10 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability. Power Up Lending Group, LTD has declared the Company in default of its obligations under the Note.

On January 17, 2017 Vista Capital Investments, LLC converted $10,000 of its $60,500 note dated March 23, 2016 at a conversion price of $0.01925 for 519,481 shares.

On January 24, 2017 Tangiers Investment Group, LLC converted $19,943.00 of its $121,000 note dated February 4, 2016 at a conversion price of $0.0175 for 1,139,600 shares.

On January 30, 2017 Vista Capital converted $14,500 of its $60,500 note dated March 23, 2016 at a conversion price of $0.01375 for 1,054,545 shares.

On February 22, 2017 Tangiers Investment Group, LLC converted $10,119.00 of its $121,000 note dated February 4, 2016 at a conversion price of $0.0061 for 1,658,852 shares.

On March 3, 2017 Vista Capital Investments, LLC converted $5,637.50 of its $60,500 note dated March 23, 2016 at a conversion price of $0.00451 for 1,250,000 shares.

On March 9, 2017 GHS Investments, LLC converted $4,100.00 of its $66,500 note it acquired from Tangiers Investment Group, LLC dated March 24, 2016 at a conversion price of $0.0041 for 1,000,000 shares.

On March 17, 2017 Collier Investments, LLC converted $7,995.00 of its $75,000 note it acquired from Tangiers Investment Group, LLC dated February 4, 2016 at a conversion price of $0.00410 for 1,950,000 shares.

On April 7, 2017 GHS Investments, LLC. converted $3,300.00 of its note originally owned by Tangiers Investment Group, LLC dated March 24, 2016 at a conversion price of $0.0033 for 1,000,000 common shares. On May 2, 2017 the Company entered into a Securities Purchase Agreement with GPL Ventures LLC the agreement allows the Company to draw down up to $10,000,000 over the term of the agreement with a maximum drawdown of $125,000 at one time.

On May 16, 2017 the Company entered into a $200,000 8% Convertible Promissory Note with Tri-Bridge Ventures LLC, a non-affiliate. The term of the Note is for 9 months. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which, shall be equal to 50% of the lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert. Tri-Bridge Ventures, LLC will fund $100,000 of the $200,000 Convertible Promissory Note Upon the filing of the Company’s 2016 year-end audited financial statements on Form 10K and the 2017 first quarter results on Form 10Q. Tri-Bridge Ventures, LLC will have the right to fund the remaining balance at any time during the term of the Note. This transaction never closed, and the agreement was terminated

On May 16, 2017, the Company entered into a $10,000,000 equity line with GPL Ventures, LLC, which will require a registration statement to be filed. As part of the Equity line the Company entered into a commitment note for $100,000. The term of the Note is for 6 months. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price, which shall be equal to 80% of the lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert. The company no longer plans on moving forward with GPL Ventures, LLC on the equity line.

On May 24, 2017 the Company entered into a $10,000 12% Convertible Promissory Note with PowerUp Lending Group, LTD, a non-affiliate. The term of the Note is for 9 months, with an original issuance discount of $3,000 for due diligence and legal costs. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 58% of the average of the three lowest trading prices of the Company’s Common Stock during the 10 trading days prior to the election to convert. Power Up Lending Group, LTD has declared the Company in default of its obligations under the Note.

On July 6, 2017 Power Up Lending Group LTD. converted $1,070.00 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00092 for 1,163,043 common shares.

On July 21, 2017 Power Up Lending Group LTD. converted $795.00 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00068 for 1,169,118 common shares.

On July 27, 2017 Power Up Lending Group LTD. converted $890.00 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00064 for 1,390,625 common shares.

On August 2, 2017 Power Up Lending Group LTD. converted $770.00 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00055 for 1,400,000 common shares.

On August 9, 2017 Power Up Lending Group LTD. converted $770.00 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00055 for 1,400,000 common shares.

In September 2017, the Company entered two Promissory Notes for $5,000 each with an unrelated private party. The Notes bear interest at the rate of 4% per annum and are due on January 30, 2018.

On January 5, 2018 Power Up Lending Group LTD. converted $855.00 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00061 for 1,401,639 common shares.

On January 22, 2018 GHS Investments, LLC. converted $717.20 of its note originally owned by Tangiers Investment Group, LLC

dated March 24, 2016 at a conversion price of $0.00044 for 1,630,000 common shares.

On March 6, 2018 Power Up Lending Group LTD. converted $1,790.00 of its $53,000 note dated January 5, 2017 at a conversion price of $0.0011 for 1,627,273 common shares.

On March 21, 2018 Power Up Lending Group LTD. converted $1,610 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00099 for 1,626,262 common shares.

On March 23, 2018 Auctus Fund LLC. converted $191 of its $63,250 note dated December 16, 2016 at a conversion price of $0.000117 for 1,631,800 common shares.

During the Quarter ended March 2018, the Company entered into three not convertible Promissory Notes for $10,000, $5,000 and $3,000 with unrelated private parties. The Notes bear interest at the rate of 4% per annum and are due in June and September 2018.

NOTE 4 – DERIVATIVE LIABILITY

The Company issued financial instruments in the form of convertible notes with embedded conversion features. The convertible notes payable has conversion rates which are indexed to the market value of the Company’s common stock price.

Price protection clauses of the conversion features of the convertible notes (see Note 3) triggered derivative accounting under GAAP.

During the three months ending March 31, 2018, no convertible notes were issued.

The following table represents the Company’s derivative liability activity for the embedded conversion features discussed above:

Derivative Liability
Balance as of December 31, 2017	$ 792,898
Change in the fair value	4,000,042
Balance as of March 31, 2018	$ 4,792,940

NOTE 5 - COMMON STOCK AND COMMON STOCK WARRANTS

Common Stock Warrants

In December 2010, the Company issued a total of 5,000,000 Common Stock Purchase Warrants. Pursuant to an extension approved by the Board of Directors in June 2015, all Warrants were exercisable at any time prior to November 19, 2017.

Common Stock

On January 17, 2017 Vista Capital Investments, LLC converted $10,000 of its $60,500 note dated March 23, 2016 at a conversion price of $0.01925 for 519,481 shares.

On January 24, 2017 Tangiers Investment Group, LLC converted $19,943 of its $121,000 note dated February 4, 2016 at a conversion price of $0.0175 for 1,139,600 shares.

On January 30, 2017 Vista Capital converted $14,500 of its $60,500 note dated March 23, 2016 at a conversion price of $0.01375 for 1,054,545 shares.

On February 22, 2017 Tangiers Investment Group, LLC converted $10,119 of its $121,000 note dated February 4, 2016 at a conversion price of $0.0061 for 1,658,852 shares.

On March 3, 2017 Vista Capital Investments, LLC converted $5,637.50 of its $60,500 note dated March 23, 2016 at a conversion price of $0.00451 for 1,250,000 shares.

On March 9, 2017 GHS Investments, LLC converted $4,100 of its $66,500 note it acquired from Tangiers Investment Group, LLC dated March 24, 2016 at a conversion price of $0.0041 for 1,000,000 shares.

On March 17, 2017 Collier Investments, LLC converted $7,995 of its $75,000 note it acquired from Tangiers Investment Group, LLC dated February 4, 2016 at a conversion price of $0.00410 for 1,950,000 shares.

On April 7, 2017 GHS Investments, LLC. converted $3,300 of its note originally owned by Tangiers Investment Group, LLC dated March 24, 2016 at a conversion price of $0.0033 for 1,000,000 common shares.

On July 6, 2017 Power Up Lending Group LTD. converted $1,070 of its $53,000 note dated January 5, 2017 at a conversion price of

$0.00092 for 1,163,043 common shares.

On July 21, 2017 Power Up Lending Group LTD. converted $795 of its $53,000 note dated January 5, 2017 at a conversion price of

$0.00068 for 1,169,118 common shares.

On August 9, 2017 Power Up Lending Group LTD. converted $765 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00055 for 1,390,625 common shares.

On August 2, 2017 Power Up Lending Group LTD. converted $770 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00055 for 1,400,000 common shares.

On August 9, 2017 Power Up Lending Group LTD. converted $770 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00055 for 1,400,000 common shares.

On January 2, 2018 Power Up Lending Group LTD. converted $855 of its $53,000 note dated January 5, 2017 at a conversion price of $0 061 for 1,401,639 common shares.

On January 22, 2018 GHS Investments, LLC. converted $717 of its note originally owned by Tangiers Investment Group, LLC dated March 24, 2016 at a conversion price of $0 044 for 1,630,000 common shares.

On March 6, 2018 Power Up Lending Group LTD. converted $1,790 of its $53,000 note dated January 5, 2017 at a conversion price of $0.0011 for 1,627,273 common shares

On March 21, 2018 Power Up Lending Group LTD. converted $1,610 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00099 for 1,626,262 common shares.

On March 23, 2018 Auctus Fund LLC. converted $191 of its $63,250 note dated December 16, 2016 at a conversion price of $0.000117 for 1,631,800 common shares.

NOTE 6-PREFERRED STOCK

During the year ended December 31, 2014 the Company authorized a total of 20,000,000 Shares of Preferred Stock, $ .0001 par value, which may be issued from time to time and bearing such rights, privileges and preferences as shall be designated by the Board of Directors.

As of December 31, 2015, the Company had issued 4,000 Shares of Preferred Stock, designated as “Cumulative Preference ‘A’”, at a price of $1.25 per Share. The Shares bear an annual coupon of 5%, and are convertible into Shares of Common Stock of the Company at any time commencing one (1) year from the date of issuance at a conversion price of $1.25 per Share

In April, 2015, the Corporation authorized the issuance of up to 10,000,000 shares of Preferred Stock to be designated “ Series B Preferred Stock”, having a conversion right at the option of the holder beginning one year from the date of issuance, and which shall be convertible into Shares of Common stock at a Conversion Price equal to the closing market Bid price of the Corporation’s Common Stock on the trading date immediately preceding the date of conversion, in accordance with the Certificate of Designation attached hereto and made a part hereof. In addition, the holder of each Share of Series B Stock shall have the equivalent voting rights of two (2) Shares of Common Stock. The Preferred B shares certificate of Designation was changed as described below.

In August of 2016 the company changed the Certificate of Designation for the Preferred B shares giving the holder 1,000 common votes for every preferred B share held with a conversion right of 100 common shares for every preferred B share held. Preferred B shares were issued in the second quarter 2017, following the effectiveness of the Information Statement as filed by the Company on Form 14C. Currently this change gives approximately 77% voting control to the two former Board of Directors (if they vote together).

On August 4, 2016 the company issued 660,000 shares of preferred series B shares to RP Capital. Each preferred series B is convertible into 100 shares of the company’s common stock, for research and development services.

In February 2017 the Company’s CEO, James Farinella, assigned his rights to the Voluptas provisional patents that he owns and all intellectual property rights to Voluptas for 2,350,000 preferred B shares of the Company. On May 10, 2017 the provisional patent was updated and refilled increasing the protection covering more than 10 delivery methods. In February 2017 the Company’s Chief Executive Officer, James M. Farinella, was issued 660,000 Preferred B shares. The Company agreed to issue these shares to Mr. Farinella in 2016 for him joining the Company as an Officer and Director. Mr. Farinella surrendered 120,000 Preferred B shares to pay of loans owed to three trust accounts and those trust accounts were issued 40,000 preferred C shares each. At the end of March 31, 2018 Mr. Farinella owned 2,254,200 Shares of Preferred B shares.

In February 2017 the Company’s Chief Operating Officer, Gina Morreale, was issued 240,000 Preferred B shares. The Company agreed to issue these shares to Miss Morreale in 2016 for her joining the Company as an Officer and Director. Subsequently, Gina Morreale resigned as an officer and director of the Company and relinquished the 240,000 preferred B shares.

In August of 2016 the Company also created a Certificate of Designation for a preferred C class as an investment class of stock that carries no voting rights and converts into 100 shares of common for every preferred C share owned. Additionally, these shares only allow the holder to convert into common and own no more than 9.9% of the outstanding at any point in time. There are 160,000 Preferred C shares issued and outstanding as of March 31, 2018.

As of March 31, 2018, The Company had 4,000 Preferred A shares, 3,550,000 Preferred B shares and 160,000 Preferred C shares. totaling 3,714,000 Preferred shares. All issued and outstanding Preferred shares have a par value $.0001 per shares.

NOTE 7– COMMITMENTS AND CONTINGENCIES

On September 1, 2015, the Company received notice of an Administrative Complaint filed by the State of Florida Office of Financial Regulation (OFR) concerning certain private placement investments received by the Company during the period from 2011 to 2013 and the applicability of the registration exemption provisions of the Florida Statutes to said investments. The Company vigorously disputes the legal basis for this Administrative Complaint as it relates to the Company. Written submissions were presented to the OFR and the OFR designated hearing offer has rendered a recommendation that the Company should be fined in the amount of $980,000. The Company had reached a settlement with the OFR in the amount of $25,000. The Company was unable to pay the settlement amount and on July 3, 2017 an Order was entered against the Company, and in favor of the ORF, in the full amount sought of $980,000. As of the date of this Report, no Judgment has been entered. When the company has the resources available it will contact the OFR to try to resurrect the prior settlement.

On June 27, 2017 an assignor to the Company’s former auditors (Friedman LLP) filed Suit against the Company in Superior Court of the State of New Jersey, Camden County, for $13,390 in alleged open invoices. Despite not being properly served the Plaintiff moved for, and received, a default Judgment in the full amount sought. It is the intention of the Company to move to vacate the Judgment for lack of proper service and based on the Company’s meritorious defenses that: (i) Friedman failed to provide the audit services for which it billed; and more than $5,000 of the amount sought related to services related to another entity.

On November 21, 2017 Power Up Lending Group, LTD. filed a Complaint in the United States District Court for the Eastern District of New York alleging the Company has defaulted on three convertible promissory notes in the aggregate amount of $155,000. It is the Company’s position that it has not yet been properly served with the Summons and Complaint. As of the date of this report, not default or Judgment has been entered. The Company hopes to be able to reach a settlement with Power Up when the Company’s financial condition permits.

NOTE 8– SUBSEQUENT EVENTS

On May 28, 2018, Fernando Lopez resigned as the Chief Operating Officer and Director, of MJ Biotech, Inc. Mr. Lopez' resignation was due to personal reasons and did not reflect any concerns and/or disagreements relating to MJ Biotech, Inc., its operations, policies or practices. Simultaneous with is resignation, Mr. Lopez will return all company stock issued to him during the tenure of his association with MJ Biotech, Inc.

On June 4, 2018 the Company formed a new wholly-owned corporation MJ Syndicated, Inc. a Florida corporation, based out of Florida.

During the Quarter ended June 30, 2018 the Company issued Shares for services 4,875,000.

During the Quarter ended June 30, 2018 the Company sold 231,200 Preferred B shares for $15,000.

During the Quarter ended June 30, 2018 the Company issued Shares 500 Preferred B shares for services.

On October 4 the Company executed a non-binding Letter of Intent to acquire an operating Cannabis Farm located in Oregon. The Letter of Intent was accepted by the current owners of the Cannabis Farm.

On October 22, 2018 the Company executed a Joint Venture Agreement with a water distribution Company headquartered in Bulgaria.

As of October 23, 2018, the Binding Letter of Agreement for the proposed acquisition of Zen Hero, Inc., was terminated.

On October 26, 2018 The Companies wholly owned subsidiary MJ Syndicated, Inc a Florida Corporation signed a Joint Venture Agreement with MarijuanaDoctor.com. for the distribution of CBD infused Teas for with MarijuanaDoctor.com. which operates 15 Marijuana Licensing clinics in the state of Florida.

ITEM 2.

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

FORWARD-LOOKING STATEMENTS

This Management’ s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our 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 those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

RESULTS OF OPERATIONS

Working Capital

	Unaudited
	March 31, 2018	December 31, 2017
	September 30, 2017	December 31, 2016
Current Assets	$105	$82
Current Assets	$ -	$ 27,767
Current Liabilities	5,924,781	1,796,909
Current Liabilities	1,374,151	975,107
Working Capital Deficit	(5,924,676)	(1,796,827)
Working Capital Deficit	(1,374,151)	(947,340)

Cash Flows

	For the nine months endedSeptember 30,
	For the three months endedMarch 31,
	2017	2016
	2018	2017
Net Cash Used in Operating Activities	$ (~~157~~17,~~317~~477)	$ (44129,~~469~~697)
Net Cash Provided by Financing Activities	~~130~~17,~~550~~500	44110,~~209~~000
Increase (decrease) in Cash	(26,767)	(260)
Increase /Decrease IN CASH	23	(19,697)
Cash at end of Period	$ (0)	$ 40
CASH AT END OF PERIOD	$ 105	$7,070

1822

Balance Sheet

At ~~September~~March 3031, ~~2017~~2018, the Company had total assets of $0 105 compared with total assets of $~~27,767~~ 82 as at December 31, ~~2016~~2017.

The Company had total liabilities of $15,~~374~~924,~~151~~781 atas ~~September~~of 30March 31, ~~2017~~2018 compared ~~with~~to $~~975~~ 1,~~107~~796,909 atfor December 31, ~~2016~~2017. The increase was due to the ~~issuance~~change ofin ~~additional~~derivative ~~convertible notes and accrued expenses~~value.

Income Statement

Revenues

Revenue remained unchanged at $0 during the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018 and ~~2016.~~2017

Operating Expenses

During the three months ended ~~September~~March 3031, ~~2017~~2018, the Company incurred operating expenses totaling $11 61,~~369~~684 compared with $~~900~~5,~~908~~669,646 for the three months ended ~~September~~March 3031, ~~2016~~2017 due to the reduction in the issuance of stock for consulting.

~~During~~Total ~~the~~Other ~~nine~~Income months ended September 30, 2017, the Company incurred operating expenses totaling $5,761,972 compared with $1,349,623 for the nine months ended September 30, 2016 due to the issuance of stock for consulting(Expense)

During the three months ended of March 31, 2018 there was a reduction on the Finances Fees of $(43,603) as compared to the $127,340) for the same time period ended 2017.

During the three months ended March 31, 2018 the company recorded a loss due to a change of derivative liability of $(4,041,308) compared with a gain of $96,653 for the same period in 2017.

Interest expense decreased to $45,738 the three months ended March 31, 2018 compared to $126,789 for the three months ended March 31, 2017.

Net Loss

During the three months ended ~~September~~March 3031, ~~2017 and 2016~~2018, the Company realized net loss of $~~(230~~4,~~368)~~192,334 compared with a net loss of $~~(832~~5,~~282).~~827,122 ~~The~~for ~~loss~~the inthree months ended March 31, 2017. The ~~and~~decrease ~~2016~~in net loss was ~~mainly~~primarily due to ~~due~~ toless shares issued for consulting. services.

During the nine months ended September 30, 2017 and 2016, the Company realized net loss of $(6,190,380) compared with a net loss of $(1,811,006). The loss in 2017 was mainly due to change in derivative liability and financing fees. The loss in 201 was mainly due to shares issued for consulting.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2017~~2018, the Company had a cash balance of $0 105 and a working capital deficit of $(1 5,~~374~~924,~~151),~~ 676 compared with a cash balance of $~~26,767~~82 ~~and working~~ capital deficit of $~~(947~~1,~~340)~~796,827 at December 31, ~~2016~~2017.

We do not have sufficient capital to pay our operating expenses. In addition, as of ~~September~~March 3031, ~~2017~~2018, there was $~~448~~473,~~277~~984 in convertible notes ~~payable~~ which mature over the next 2 years. These notes are unsecured. We do not have sufficient working capital to repay these obligations. In the absence of the note holders converting to common stock the Company will need to raise additional capital to satisfy these obligations. If we are unable to raise the additional capital necessary to pay our operating expenses and satisfy our obligations, we may be unable to continue as a going concern. In that event, investors could lose their entire investment in our company.

operating expenses and satisfy our obligations, we may be unable to continue as a going concern. In that event, investors could lose their entire investment in our company.

Cash Flows from Operating Activities

During the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018, the Company used ($~~157~~17,~~317~~477) of cash from operating activities compared with use of ($44129,~~469~~697) of cash flow during the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017.

Cash Flows from Financing Activities

During the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018, the Company received $~~130~~17,~~550~~500 of cash flow from financing activities compared to $44110,~~209~~000 of cash flow from financing activities during the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Future Financings

We will continue to rely on the issuance of debt and equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act” ) and are not required to provide the information under this item.

ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of disclosure controls and procedures

~~Our~~We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, ~~with~~no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the ~~participation~~objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our ~~chief~~management ~~executive~~necessarily ~~who~~was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also ~~serves~~is asbased in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Our management, with the participation of our ~~chief~~principal executive and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as ~~defined~~of inthe ~~Rule~~end ~~13a-15(e)~~of ~~under~~ the ~~Exchange~~period ~~Act~~covered by this Annual Report. Based on that evaluation, our Chief Executive Officer who also serves as our Chief Financial Officer, concluded that our disclosure controls and procedures as of the end of the period covered by ~~this~~the ~~Quarterly~~Annual Report onwere ~~Form~~not ~~10-Q. In~~effective ~~designing~~to ensure that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and ~~evaluating~~reported within the ~~disclosure~~time ~~controls~~periods specified in the SEC’s rules and ~~procedures,~~forms and (ii) accumulated and communicated to our management, ~~recognized~~including ~~that~~our ~~any~~Chief ~~controls~~Executive ~~and~~Officer ~~procedures,~~who noalso ~~matter~~serves ~~how~~as ~~well~~our ~~designed~~Chief ~~and~~Financial ~~operated~~Officer, ~~can~~as ~~provide~~appropriate ~~only~~to ~~reasonable~~allow ~~assurance~~timely decisions regarding disclosure as a result of ~~achieving~~material ~~the~~weaknesses ~~desired~~in our internal control ~~objectives~~over financial reporting. InA ~~addition~~controls system cannot provide absolute assurance, however, that the ~~design~~objectives of ~~disclosure~~the controls system are met, and ~~procedures~~no ~~must~~evaluation ~~reflect~~of ~~the~~controls ~~fact~~can provide absolute assurance that ~~there~~all ~~are~~control ~~resource~~issues ~~constraints~~and instances of fraud, if any, within a company have been detected.

20Management’s Annual Report on Internal Control Over Financial Reporting

~~and~~Our ~~that~~ management is ~~required~~responsible tofor ~~apply~~establishing ~~its~~and ~~judgment~~maintaining inadequate ~~evaluating~~internal ~~the~~control ~~benefits~~over offinancial ~~possible~~reporting ~~controls~~(as defined in Rules 13a-15(f) and ~~procedures~~15d-15(f) ~~relative~~under tothe ~~their~~Securities ~~costs. The~~Exchange ~~design~~Act of ~~any~~1934). Our ~~disclosure~~internal ~~controls~~control ~~and~~over ~~procedures~~financial ~~also~~reporting is ~~based~~a inprocess ~~part~~designed ~~upon~~to ~~certain~~provide ~~assumptions~~reasonable ~~about~~assurance regarding the ~~likelihood~~reliability of ~~future~~financial ~~events~~reporting and ~~there~~the ~~can~~preparation beof nofinancial ~~assurance~~statements ~~that~~for ~~any~~external ~~design~~purposes ~~will~~of ~~succeed~~accounting inprinciples ~~achieving~~generally ~~its~~accepted ~~stated~~in ~~goals~~the ~~under~~United ~~all potential future conditions~~States.

~~Based~~Because ~~on that evaluation, our chief executive officer who also serves as our chief financial officer concluded that, as~~ of ~~September~~its ~~30,~~inherent ~~2017~~limitations, ~~our~~internal ~~disclosure~~control ~~controls~~over ~~and~~financial ~~procedures~~reporting ~~were~~may not ~~effective~~prevent ~~to provide reasonable assurance that information we are required to disclose in reports that we file~~ or ~~submit~~detect ~~under the Exchange Act is recorded~~misstatements. Therefore, ~~processed,~~even ~~summarized~~those ~~and~~systems ~~reported~~determined ~~within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and that such information is accumulated and communicated~~ to ~~our~~be ~~management,~~effective ~~including~~can ~~our~~provide ~~chief~~only ~~executive~~reasonable ~~officer~~assurance ~~who also serves as our chief financial officer, as appropriate, to allow timely decisions regarding required disclosure as a result~~ of ~~continuing~~achieving ~~weaknesses~~their ~~in our internal~~ control ~~over financial reporting as described in our Annual Report on Form 10-K for the year ended December 31, 2016~~objectives.

~~Changes~~Our management, with the participation of our Chief Executive Officer who also serves as our Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of March 31,2018. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO-2013”) in Internal Control – Integrated Framework. Based on this assessment, our management concluded that, as of March 31,2018, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (GAAP) as a result of material weaknesses. In arriving at that conclusion, management identified as materials weaknesses in our internal control over financial reporting: (1) the lack of accounting proficiency of our Chief Executive Officer who is our sole officer and also serves as our Chief Financial Officer which has resulted in a reliance on part-time outside consultants to perform substantially all of our accounting functions, and (2) a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting

There were no changes in internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.24

process and accounting function, also arising from our Chief Executive Officer’s lack of accounting training and service in multiple roles as well as our limited financial resources to support hiring of personnel and implementation of accounting systems. During 2018 we expect to engage an outside accounting firm with expertise in both GAAP and SEC reporting requirements to assist us in the preparation of our financial statements. However, until such time as we expand our staff to include additional accounting personnel and hire a full time chief financial officer, it is likely we will continue to report material weaknesses in our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2018 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

OTHER INFORMATION

None.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

OnA ~~June~~lawsuit 1,was ~~2015,~~filed against the Company ~~received~~on ~~notice~~November of13, an2014, ~~Administrative~~in ~~Complaint filed by~~ the ~~State~~First ofCircuit ~~Florida~~Court ~~Office~~ of ~~Financial Regulation (OFR) concerning certain private placement investments received by~~ the ~~Company~~15th ~~during~~Judicial ~~the~~Circuit ~~period~~in ~~from 2011 to 2013~~ and ~~the~~for ~~applicability~~Palm ofBeach ~~the~~County, ~~registration exemption provisions of the~~ Florida ~~Statutes~~entitled toThinspace ~~said~~Technology, ~~investments~~Inc. ~~The~~ ~~Company~~v. ~~vigorously~~Michael ~~disputes~~James ~~the~~Enterprises, ~~legal~~Inc. ~~basis~~(formerly ~~for this Administrative Complaint~~BullsnBears. ~~However~~com, ~~given~~Inc.) ~~the~~The ~~cost~~complaint ofalleges ~~continued~~that ~~litigation,~~BullsnBears ~~the~~failed ~~Board~~to ofprovide ~~Directors~~certain ofservices ~~the~~it ~~Company~~was ~~has~~contractually ~~agreed~~committed to ~~enter~~provide ~~into a settlement agreement with the OFR~~ and ~~pay~~seeks adamages ~~nominal~~in ~~fine~~excess of $2515,000. ~~The~~On ~~settlement~~January ~~payment must be made on or before June 23~~20, 2017~~. The~~ ~~payment~~this ~~was~~case ~~not made and on July 3, 2017 a final Order~~ was ~~entered~~disposed ~~in the amount~~ of ~~$980,000. The Company is hopeful that when resources permit the Company can settle the Final Order~~ for anlack ~~amount~~of ~~similar to the $25,000 previously agreed to~~prosecution.

InOn ~~August~~September ~~2017~~1, 2015, the Company’s ~~former~~received ~~CEO~~notice ~~was~~of ~~served~~an ~~with~~Administrative aComplaint ~~Summons~~filed ~~and~~by ~~Complaint~~the ~~from~~State of Florida Office of Financial Regulation (OFR) concerning certain private placement investments received by the ~~Superior~~Company ~~Court~~during the period from 2011 to 2013 and the applicability of the ~~State~~registration exemption provisions of ~~New~~the ~~Jersey,~~Florida ~~Camden~~Statutes ~~County~~to ~~(Docket~~said Noinvestments. The ~~CAM-L-2600-17)~~Company ~~seeking~~vigorously ~~payment~~disputes ofthe anlegal ~~unpaid~~basis ~~invoice~~for this Administrative Complaint as it relates to the Company’s. Written ~~former~~submissions ~~auditors~~were ~~Friedman~~presented ~~LLP~~to the OFR and the OFR designated hearing offer has rendered a recommendation that the Company should be fined in the amount of $8980,~~240~~000. OnThe orCompany ~~about~~had ~~October~~reached ~~20,~~a ~~2017the~~settlement ~~Plaintiff~~with ~~improperly~~the ~~obtain~~OFR ain ~~Judgment~~the byamount ~~default.~~of $25,000. The Company ~~will~~was ~~make~~unable ~~a motion~~ to ~~vacate~~pay the ~~default~~settlement amount and on July 3, ~~seek~~2017 ~~sanctions~~an ~~against~~Order ~~Plaintiff~~was ~~and~~entered ~~its~~against ~~counsel~~the Company, and ~~contest~~in favor of the ORF, in the full amount ~~allegedly~~sought ~~due~~of $980,000. As of the date of this Report, no Judgment has been entered. When the company has the resources available it will contact the OFR to try to resurrect the prior settlement.

On orJune ~~about November 21~~27, 2017 ~~Power~~an Upassignor ~~Lending~~to ~~Group,~~the ~~LTD~~Company’s ~~filed~~former aauditors ~~Complaint~~(Friedman LLP) filed Suit against the Company in Superior Court of the ~~Federal~~State ~~District~~of ~~Court~~New Jersey, Camden County, for ~~the~~$13,390 ~~Eastern~~in ~~District~~alleged ofopen ~~New~~invoices. Despite ~~York~~not ~~alleging~~being properly served the ~~Company’s~~Plaintiff moved for, and received, a default ~~under~~Judgment ~~various~~in ~~Convertible~~the ~~Promissory~~full ~~Notes~~amount sought. ~~The~~It ~~Company~~is ~~has~~the ~~not~~intention ~~yet~~of ~~been~~the ~~served~~Company ~~with~~to move to vacate the ~~Summons~~Judgment for lack of proper service and ~~Complaint~~based on the Company’s meritorious defenses that: (i) Friedman failed to provide the audit services for which it billed; and ~~will~~more ~~vigorously~~than ~~defend~~$5,000 ~~this~~of ~~action~~the amount sought related to services related to another entity.

ITEM 1A.

RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On ~~February~~January 417, ~~2016,~~2017 ~~the~~Vista ~~Company~~Capital ~~entered into a $121~~Investments,~~000~~ ~~10% Convertible Promissory Note with Tangiers Investment Group,~~ LLC, aconverted ~~non-affiliate. The term is for one year, with an original issuance discount of~~ $1110,000 ~~for due diligence and legal costs. The Note is convertible at the option~~ of ~~the~~its ~~Holder~~$60,500 ~~into~~note ~~Common~~dated ~~Stock~~March of23, ~~the~~2016 ~~Company~~ at a conversion price which shall be equal to 55% of the lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.

Onof ~~March 24, 2016, the Company entered into a~~ $~~60,500 10% Convertible Promissory Note with Tangiers Investment Group, LLC, a non-affiliate~~0. ~~The~~01925 ~~term is~~ for ~~one year~~519,481 ~~with an original issuance discount of $5,500 for due diligence and legal costs~~shares. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 55% of the lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.

On ~~December~~January 524, ~~2016,~~2017 ~~the~~Tangiers ~~Company~~Investment ~~entered into a $79~~Group,~~000~~ ~~10% Convertible Promissory Note with GHS Investments,~~ LLC, aconverted ~~non-affiliate. The term is for eight months~~$19,943 ~~with an original issuance discount~~ of its $2121,000 ~~for~~note ~~due~~dated ~~diligence~~February ~~and~~4, ~~legal~~2016 ~~costs. The Note is convertible~~ at ~~the option of the Holder into Common Stock of the Company at~~ a conversion price ~~which shall be equal to the lower~~ of $0.090175 ~~or 55% of the lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert. See Note 4~~ for ~~discussion~~1,139,600 ~~of the derivative liability~~shares.

55% of the average of the three lowest trading prices of the Company’s Common Stock during the 10 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.

On March 7, 2017, the Company entered into a $5,000,000 equity line with Tangier Investment Group, LLC which will require a registration statement to be filed. The Company no longer intends to move forward on the equity line. As part of the Equity line the Company entered into a commitment note for $29,000. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 50% of the lowest trading price of the Company’s Common Stock during the 25 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.

On January 17, 2017 Vista Capital Investments, LLC converted $10,000 of its $60,500 note dated March 23, 2016 at a conversion price of $0.01925 for 519,481 shares.

On January 24, 2017 Tangiers Investment Group, LLC converted $19,943.00 of its $121,000 note dated February 4, 2016 at a conversion price of $0.0175 for 1,139,600 shares.

On January 30, 2017 Vista Capital converted $14,500 of its $60,500 note dated March 23, 2016 at a conversion price of $0.01375 for 1,054,545 shares.

On February 22, 2017 Tangiers Investment Group, LLC converted $10,119~~.00~~ of its $121,000 note dated February 4, 2016 at a conversion price of $0~~.0061~~ 61 for 1,658,852 shares.

On March 317, 2017 ~~Vista~~Collier ~~Capital~~ Investments, LLC converted $57,~~637.50~~995 of its $6075,~~500~~000 note it acquired from Tangiers Investment Group, LLC dated ~~March~~February 234, 2016 at a conversion price of $0~~.00451~~ 410 for 1,~~250~~950,000 shares.

On March 93, 2017 ~~GHS~~Vista Capital Investments, LLC converted $45,~~100~~637.0050 of its $6660,500 note ~~it acquired from Tangiers Investment Group, LLC~~ dated March 2423, 2016 at a conversion price of $0~~.0041~~ 451 for 1,~~000~~250,000 shares.

On March 179, 2017 ~~Collier~~GHS Investments, LLC converted $74,~~995.00~~100 of its $7566,~~000~~500 note it acquired from Tangiers Investment Group, LLC dated ~~February~~March 424, 2016 at a conversion price of $0~~.00410~~ 41 for 1,~~950~~000,000 shares.

23On March 17, 2017 Collier Investments, LLC converted $7,995 of its $75,000 note it acquired from Tangiers Investment Group, LLC dated February 4, 2016 at a conversion price of $0 410 for 1,950,000 shares.

On ~~May~~April 247, 2017 ~~the~~GHS ~~Company~~Investments, ~~entered~~LLC. ~~into~~converted a $103,~~000~~300 ~~12%~~of ~~Convertible~~its ~~Promissory~~note ~~Note~~originally ~~with~~owned ~~PowerUp~~by ~~Lending~~Tangiers Investment Group, ~~LTD,~~LLC adated ~~non-affiliate.~~March ~~The term of the Note is for 9 months~~24, ~~with~~2016 anat ~~original~~a ~~issuance~~conversion ~~discount~~price of $~~3,000~~0 33 for ~~due~~1,000,000 ~~diligence~~common ~~and legal costs~~shares. ~~The~~ ~~Note~~On isMay ~~convertible~~2, at2017 the ~~option~~Company ofentered ~~the Holder~~ into ~~Common~~a ~~Stock~~Securities ofPurchase ~~the~~Agreement ~~Company~~with atGPL aVentures ~~conversion~~LLC ~~price~~the ~~which~~agreement ~~shall~~allows bethe ~~equal~~Company to ~~58%~~draw ofdown ~~the~~up ~~average~~to of$10,000,000 over the ~~three~~term ~~lowest trading prices~~ of the ~~Company’s~~agreement ~~Common~~with ~~Stock~~a ~~during~~maximum ~~the~~drawdown 10of ~~trading~~$125,000 ~~days~~at ~~prior~~one ~~to the election to convert~~time.

On ~~May~~July 26, 2017 ~~the~~Power ~~Company~~Up ~~entered~~Lending ~~into~~Group aLTD. ~~Securities~~converted ~~Purchase~~$1,070 ~~Agreement~~of ~~with~~its ~~GPL Ventures LLC the agreement allows the Company to draw down up to~~ $1053,000~~,000~~ ~~over~~note ~~the~~dated ~~term~~January of5, ~~the~~2017 ~~agreement~~at ~~with~~ a ~~maximum~~conversion ~~drawdown~~price of $~~125,000~~0 at092 ~~one~~for ~~time.~~1,163,043 common shares.

InOn ~~the~~July ~~third quarter the Company entered into a Binding Letter of Intent to acquire Zen Hero~~21, ~~Inc~~2017 ~~based~~Power inUp ~~Southern~~Lending ~~California~~Group ~~as a wholly owned subsidiary~~LTD. Aconverted ~~portion~~$795 of ~~the Purchase Pice will be pai in stock. Zen Hero is a company that sells~~ its ~~own line of medicinal teas. Based on Un-Audited numbers Zen Hero Currently generates more than~~ $~~100~~53,000 ~~per~~note ~~month~~dated inJanuary ~~sales~~5, ~~and~~2017 isat ~~profitable. The Company is working towards auditing Zen Hero’s financials in preparation to close on the acquisition into MJ Biotech as~~ a ~~wholly-owned~~conversion ~~subsidiary. There~~price ~~is no guarantee that this acquisition will be completed. MJ Biotech has also changed its state~~ of ~~incorporation~~$0 to068 ~~the~~for ~~state~~1,169,118 ofcommon ~~Wyoming~~shares. ~~The change of domicile took place on August 25, 2017.~~

On July 627, 2017 Power Up Lending Group LTD. converted $~~1,070.00~~890 of its $8053,000 note dated January 5, 2017 at a conversion price of $0~~.00092~~ 064 for 1,~~163~~390,~~043~~625 common shares.

On ~~July~~August 212, 2017 Power Up Lending Group LTD. converted $~~795.00~~770 of its $8053,000 note dated January 5, 2017 at a conversion price of $0~~.00068~~ 055 for 1,~~169~~400,~~118~~000 common shares.

On ~~July~~August 279, 2017 Power Up Lending Group LTD. converted $~~890.00~~770 of its $8053,000 note dated January 5, 2017 at a conversion price of $0~~.00064~~ 055 for 1,~~390~~400,~~625~~000 common shares.

On August 2, 2017 Power Up Lending Group LTD. converted $770.00 of its $80,000 note dated January 5, 2017 at a conversion price of $0.00055 for 1,400,000 common shares.

On August 9, 2017 Power Up Lending Group LTD. converted $770.00 of its $80,000 note dated January 5, 2017 at a conversion price of $0.00055 for 1,400,000 common shares.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable to our company’ s operations.

ITEM 5.

OTHER INFORMATION.

None

ITEM 6.

EXHIBITS.

The following exhibits are filed as part of this Quarterly Report:



Exhibit Number		Description
31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer *
31.2		Rule 13a-14(a)/15d-14(a) Certification of principal financial and accounting officer*
32.1		Section 1350 Certification of Chief Executive Officer and principal financial and accounting officer*
101.INS		XBRL INSTANCE DOCUMENT **
101.SCH		XBRL TAXONOMY EXTENSION SCHEMA **
101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE **
101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE **
101.LAB		XBRL TAXONOMY EXTENSION LABEL LINKBASE **
101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE **

— — — — — — —

* filed herewith.

** In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 to this report shall be deemed furnished and not filed.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this ~~29th~~9th day of ~~December~~November ~~2017~~2018.

MJ BIOTECH, INC. (~~formerly~~FKA Michael James ~~Enterprises~~Enterprise, Inc.) (the “ Registrant ” ) BY: /s/ Maxine Pierson Maxine Pierson, Chief Executive Officer, Chief Financial Officer

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Filing Compare · MJ BIOTECH, INC.