UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

~~For~~[ ~~the~~X ~~Fiscal~~] ANNUAL ~~Year~~REPORT ~~Ended~~UNDER ~~December~~SECTION ~~31,~~13 ~~2017~~OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

orFor the Fiscal Year Ended December 31, 2018

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

SECURITIES EXCHANGE ACT OF 1934

Commission File No.: 000-54616

MJ BIOTECH, INC.

(Exact name of registrant as specified in its charter)

(Formerly Michael James Enterprises, Inc.)

Wyoming	45-~~2288672~~2282672
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

~~109~~4781 ~~East~~North ~~17th~~Congress ~~Street~~Avenue, Suite 801102 ~~Cheyenne, WY 82001~~

Boynton Beach, Florida 33426

(Address of principal executive offices) (Zip Code)

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

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

Title of each class: Name of each exchange on which registered:

None Not applicable

Not applicable

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

Common Stock, par value $0 01.0001

(Title of class)

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

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

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ ] No[ X ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Emerging growth company [ ]

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 ~~Act). Yes ¨ No X~~a smaller reporting company:

~~State~~Large ~~the~~accelerated ~~aggregate~~filer ~~market~~[ ~~value~~] ofAccelerated ~~the~~filer ~~voting~~[ ~~and~~] ~~non~~Non-~~voting~~accelerated ~~common~~filer ~~equity~~[X] ~~held~~Smaller byreporting ~~non-affiliates~~company ~~computed~~[X] byEmerging ~~reference~~growth tocompany ~~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 $113,061.]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the 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 quarter. The aggregate market value as of March 31, 2019 was approximately $346,613.

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

As of ~~July~~June 27, ~~2018~~2019, the registrant had 53338,~~348~~368,~~590~~257 shares of the registrant’s $0.0001 par value common stock issued and outstanding. The registrant also had 4,000 Preferred A shares, 34,~~781~~609,700 Preferred B shares and ~~160~~660,000 Preferred C shares. All issued and outstanding Preferred shares have a par value $.0001 per shares.

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 No.
	Part I
Item 1.	Business.	5
Item 1A.	Risk Factors.	8
Item 1B.	Unresolved Staff Comments.	11
Item 2.	Properties.	11
Item 3.	Legal Proceedings.	1112
Item 4.	Mine Safety Disclosures.	1112
	Part II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	1112
Item 6.	Selected Financial Data.	1415
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	1415
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	1718
Item 8.	Financial Statements and Supplementary Data.	1819
Item 9.	Changes in and Disagreements ~~With~~with Accountants on Accounting and Financial Disclosure.	3435
Item 9A.	Controls and Procedures.	3435
Item 9B.	Other Information.	3536
	Part III
Item 10.	Directors, Executive Officers and Corporate Governance.	3536
Item 11.	Executive Compensation.	3738
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	3839
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	3940
Item 14.	Principal Accounting Fees and Services.	3940
	Part IV
Item 15.	Exhibits, Financial Statement Schedules.	41

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 $~~544~~607,~~556~~425 inconvertible notes with interest expense for the year of $210,697 and $67,000 non-convertible promissory notes with accrued interest of $~~119~~2,~~344~~984 to non-related parties,. ~~all~~All ofconvertible ~~which~~notes, if not paid off, will convert into common stock over time causing dilution to all shareholders.,

our ability to continue as a going concern,

our inability to manage our growth,

potential infringement of third -party intellectual property rights,

our ability to effectively compete,

our ability to timely and effectively scale our technology,

~~the~~any ~~status~~attempts ofby ~~an action pending in~~ the Office of Financial Regulation of the State of Florida to enter Judgment based on its Final Order,

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,

Any change in the laws, rules and regulations, and enforcement thereof, relating to cannabis and CDB products,

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

the dilutive impact of outstanding convertible notes and warrants.

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 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 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 web site at www.mjbiotech.~~com~~us. Information contained on this web site is not a part of this report.

Unless specifically set forth to the contrary, when used in this report the terms “MJTV” the “Company,” "we", "us", "our" and similar terms refer to MJ Biotech Inc., f/k/a Michael James Enterprises, Inc., also f/k/a as BullsnBears.com, Inc., a ~~WYOMING~~Wyoming corporation In addition, “~~2017~~2018” refers to the year ending December 31, ~~2017~~2018 and “~~2016~~2017” refers to the year ended December 31, ~~2016~~2017.

PART I

ITEM 1. BUSINESS OVERVIEW.

Nature of Operations and Continuance of Business

The ~~audited~~ 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 believe that all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and ~~the results of operations for the periods presented have been reflected herein and~~ that the disclosures made are adequate to make the information not misleading.

We were a Company focused on developing intellectual property. Due Weto ~~have, since~~ the ~~beginning~~enormous ofexpansion in the ~~third~~cannabis ~~quarter~~sectors, ofwe ~~2017,~~have changed our focus ~~toward~~to ~~Nutraceuticals.~~distribution ~~With this change in focus we entered into a “Binding Letter~~ of ~~Agreement”~~Hemp on(CBD) ~~July 26,~~based ~~2017 to acquire ZEN HERO, Inc. d/b/a Zen’s~~ Tea ~~House “Zen”~~products. ~~The~~Pursuant ~~business~~to ofthat ~~Zen~~we ishave created a ~~formulator~~line of ~~organic~~CBD ~~teas~~infused Teas and ~~herbs~~Herbs ~~(“Nutraceuticals”)~~ for ~~sale~~distribution tothrough ~~the~~our ~~public~~agreement ~~and~~with ~~other businesses~~MarijuanaDoctor.com. ~~Zen,~~Marijuana ~~currently~~Doctor ~~works~~operates ~~with~~15 ~~doctors~~clinics ~~and other health professionals to develop teas and herbs to assist~~ in the ~~development~~state of ~~alternative solutions to the current medicines offered to patients and non-patients alike~~Florida.

Zen cannot make any health claims or state that green tea possesses specific health benefits. However, Zen can offer anecdotal literature and other information on diet and health benefits others have experienced and point people to ethically sound, licensed medical physicians who can offer medical advice, diagnosis, and treatment.

Our goal is to help Zen create a well-known brand within the Nutraceutical market segment. To accomplish this goal, Zen is currently selling their teas and herbs through three main distribution networks.

The primary distribution source is via farmers markets. Zen currently operates in over 40 farmers markets per week. Farmers markets provide a valuable sales and distribution channel for the Zen’s products. Private markets are solitary events held by corporations for their employees as part of their health and wellness programs. Online sales are Zen’s main focus for growth through Zen’s website www.zenstea.com

Capital Needs

Our ability to implement this business model, develop, and market our products and services via Farmers Markets, Special Events and online with our ecommerce website is dependent upon our ability to raise sufficient capital. We have determined we need to raise approximately $1,500,000 for general operating capital, including funds necessary to hire and compensate executive and other employees, including staffing, support and equipment, advertising and marketing, expansion of business operations, and general working capital. Although we have received approximately $63,500 in promissory notes and $603,361 in convertible promissory notes during 2016 through 2017 we do not have any firm commitments to provide the balance of this capital and there are no assurances we will be successful in raising the necessary capital. In that event, our ability to fully implement our business model and begin generating revenues from our operations would be in jeopardy.

Competition

Most of ~~Zen~~MJ Biotech, Inc.’s competitors ~~online~~ are well-established and have substantially greater financial resources than ~~Zen~~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 ~~online~~on-line presence. ~~Zen has little or no competitions in its current farmers markets and with the growth of the farmers markets segment across the nation this is an area Zen has the opportunity to expand.~~

Governmental regulation regarding hemp derived CBD

~~While~~In ~~there~~late ~~are~~March ~~currently~~2018, ~~relatively~~Senate ~~few~~Majority ~~laws~~Leader orMitch ~~regulations~~McConnell ~~directly~~announced ~~applicable~~he towould ~~Internet~~introduce ~~access,~~legislation ~~commerce,~~legalizing orhemp ~~commercial~~production ~~search~~in ~~activity~~his state, ~~there~~Kentucky, isand ~~increasing~~nationally. ~~awareness~~Majority ~~and~~Leader ~~concern~~McConnell ~~regarding~~introduced ~~some~~the ~~uses~~bill, ofS.2667 as the ~~Internet~~Hemp ~~and~~Farming ~~other~~Act, ~~online~~on ~~services,~~the ~~leading~~Senate ~~federal,~~floor ~~state~~on April 12, ~~local~~2018, co-sponsored by Oregon senators Ron Wyden and ~~international~~Jeff ~~governments~~Merkley. toMajority ~~consider~~Leader ~~adopting~~McConnell ~~civil~~announced ~~and~~that ~~criminal~~Representative ~~laws~~James ~~and~~Comer ~~regulations,~~of ~~amending~~Kentucky ~~existing~~would ~~laws~~introduce ~~and~~a ~~regulations,~~companion ~~conducting~~bill ~~investigations~~in the House of Representatives. The companion bill, orH.R. ~~commencing~~5485, ~~litigation~~was ~~with~~also ~~respect~~introduced toon ~~the~~April ~~Internet~~12, ~~and~~2018 ~~other~~with ~~online~~Colorado ~~services~~Representative ~~covering~~Jared ~~issues~~Polis ~~such~~co-sponsoring. ~~as:~~

·In addition to removing low-THC cannabis from regulation under the Controlled Substances Act, the 2018 act would avail hemp farmers of water rights and federal agricultural grants, and make the national banking system (a gray area for the cannabis industry) accessible to farmers and others involved; and allow for other benefits of production of a recognized crop such as marketing, agronomy research, and crop insurance.

The Hemp Farming Act of 2018 was a proposed law to remove hemp (defined as cannabis with less than 0.3% THC) from Schedule I controlled substances and making it an ordinary agricultural commodity. Its provisions were incorporated in the Agriculture Improvement Act 2018 which became law on December 20, 2018.

While there are currently relatively few laws or regulations directly applicable to Internet access, E-commerce, or commercial search activity, there is increasing awareness and concern regarding some uses of the Internet and other online services, leading federal, state, local, and international governments to consider adopting civil and criminal laws and regulations, amending existing laws and regulations, conducting investigations, or commencing litigation with respect to the Internet and other online services covering issues such as:

user privacy;

trespass;

defamation;

database and data protection;

limitations on the distribution of materials considered harmful to children;

liability for misinformation provided over the web;

user protection, pricing, taxation, and advertising restrictions (including, for example, limitation on the advertising on Internet gambling websites or of certain products);

delivery of contextual advertisements via connected desktop software;

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

·5

distribution, characteristics, and quality of products and services; and

other consumer protection laws.

Legislation has also been introduced in the U.S. Congress (among these The Securely Protect Yourself Against Cyber Trespass Act and The Internet Spyware (I-SPY) Prevention Act) and some state legislatures 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.

Federal regulation and enforcement may adversely affect the implementation of medical and recreational marijuana laws and regulations may negatively impact our revenues and profits.

Currently, there are 33 states plus the District of Columbia that have laws and/or regulations that recognize, in one form or another, legitimate medical and/or recreational uses for cannabis and consumer use of cannabis. Many other states are considering similar legislation. Conversely, under the Controlled Substance Act (the “CSA”), the policies and regulations of the Federal government and its agencies are that cannabis has no medical benefit and a range of activities including cultivation and the personal use of cannabis is prohibited. Unless and until Congress amends the CSA with respect to marijuana products, as to the timing or scope of any such potential amendments there can be no assurance, there is a risk that federal authorities may enforce current federal law, and we may be deemed to be possession of marijuana in violation of federal law with respect to any inventory or business operations or we may be deemed to be facilitating the selling or distribution, or aiding and abetting the selling or distribution, of drug paraphernalia in violation of federal law. Active enforcement of the current federal regulatory position on cannabis may thus indirectly and adversely affect our revenues and profits. The risk of strict enforcement of the CSA in light of Congressional activity, judicial holdings and stated federal policy remains uncertain.

A memorandum from Deputy Attorney General James Cole on August 29, 2013 (the “Cole Memorandum”), provides that the DOJ is committed to the enforcement of the CSA, but the DOJ is also committed to using its limited investigative and prosecutorial resources to address the most significant threats in the most effective, consistent and rational way.

The Cole Memorandum provides updated guidance to federal prosecutors concerning marijuana enforcement in light of state laws legalizing medical and recreational marijuana possession in small amounts.

The memorandum sets forth certain enforcement priorities that are important to the federal government:

Distribution of marijuana to children;

Revenue from the sale of marijuana going to criminals;

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

Using state authorized marijuana activity as a pretext of other illegal drug activity;

Preventing violence in the cultivation and distribution of marijuana;

Preventing drugged driving;

Growing marijuana on federal property; and

Preventing possession or use of marijuana on federal property.

The Cole Memorandum was rescinded by a one-page memo signed by Attorney General Jeff Sessions on January 4, 2018. Despite this rescission, the DOJ has not historically devoted resources to prosecuting individuals whose conduct is limited to possession of small amounts of marijuana for use on private property but has relied on state and local law enforcement to address marijuana activity. In the event the DOJ reverses its policy and begins strict enforcement of the CSA in states that have laws legalizing medical marijuana and recreational marijuana in small amounts, there may be a direct and adverse impact to our business and our revenue and profits.

Variations 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. Eleven 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.

Marijuana remains illegal under Federal law.

Marijuana is a schedule-I controlled substance and is illegal under federal law. Even in those states in which the use of marijuana has been legalized, its use remains a violation of federal law. Since federal law criminalizing the use of marijuana preempts state laws that legalize its use, strict enforcement of federal law regarding marijuana would likely result in our inability to expand our business plan beyond hemp derived CBD.

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

Local, state and federal medical marijuana laws and regulations are broad in scope and subject to 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 adverse effect on certain aspects of our planned operations. In addition, it is possible that regulations may be enacted in the future that will 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.

Intellectual property.

We rely on a combination of copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights. Our success will depend on the protection of the proprietary aspects of our technology as well as our ability to operate without infringing on the proprietary rights of others. We expect to also enter into proprietary information and confidentiality agreements with our employees, consultants and commercial partners and control access to, and distribution of, our product formulations and other proprietary information.

Capital Needs

Our ability to implement the business model of manufacturing CBD and producing CBD infused products and then marketing those products through stores and also online through our e-commerce website. Our ability to grow our business is dependent on our ability to raise sufficient capital for acquisition and growth. We have determined we need to raise approximately $1,500,000 for general operating capital, including funds necessary to hire and compensate executive and other employees, including staffing, support and equipment, advertising and marketing, expansion of business operations, and general working capital. Although we have received approximately $77,559 in promissory notes including interest and $707,589 in convertible promissory notes including interest, during 2016 through 2018 we do not have any firm commitments to provide the balance of this capital to grow the Company of $1,500,000 and pay off the notes of $785,148. Also, there are no assurances we will be successful in raising the necessary capital. In that event, our ability to fully implement our business model and begin generating revenues from our operations would be in jeopardy.

Governmental Regulation

We expect that soon legislation will be introduced in the U.S. Congress and some state legislatures that will be designed to regulate Cannabidiol (CBD). The FDA and some of the state’s respective regulatory agencies, can introduce legislation to control CBD and its by-products. These legislative rules may negatively impact our products and our Companies operation and prevent the Company from fully implementing its business plan.

Proprietary Products

While there are currently relatively few laws or regulations directly applicable to the production of Hemp and of Teas and Herbs infused with CBD, we expect that to change in the near future. The majority of our products are proprietary in nature and therefore, we generally rely upon copyright, trademark and trade secret laws to protect and maintain our proprietary rights for our technology and products. We maintain a policy requiring our employees, consultants and other third parties to enter into confidentiality and proprietary rights agreements and to control access to software, documentation and other proprietary information.

Employees

As of December 31, ~~2017~~2018, we have 2 full time employees, and Company operations are being conducted at our corporate offices ~~located in Cheyenne Wyoming 82001 at 109 East 17th Street, Suite 80~~.

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.

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 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.

We were a “shell company” as that term is defined in the Securities Act of 1933 from our date of incorporation until October 2012.

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.

In 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~~filed ~~into~~with anFINRA ~~Agreement~~ for ~~Plan~~a ofnew ~~Merger~~stock ~~and~~ticker ~~Reorganization~~symbol ~~between the Company and Michael James Enterprises, Inc~~“MJTV”., ~~a Nevada corporation.~~

~~Prior~~On toDecember ~~that~~31, ~~effective~~2015, ~~December~~the 11Company formed a new wholly owned company, ~~2015~~BullsnBears Holdings, LLC., for the purpose of holding the Company’s ~~filed~~intellectual anproperty ~~Amendment~~assets. As contractually agreed, to, the Company’'s ~~Articles~~wholly owned subsidiary, BullsnBears, Holdings LLC. was spun off in its entirety including all of ~~Incorporation~~the ~~changing~~assets and liabilities of the ~~Company~~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, ~~name~~and proprietary software, were transferred through a share dividend to ~~“Michael~~MJTV ~~James~~shareholders ~~Enterprises~~of ~~Inc.”~~record ~~and~~as ~~filed~~of the close of business on December 28, 2016, with ~~FINRA~~one ~~for~~share aof ~~new~~BullsnBears ~~stock~~Holdings, ~~ticker~~LLC. Common ~~symbol~~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.

On ~~December~~April 3112, ~~2015~~2017, the Company ~~formed~~changed aits ~~new~~name ~~wholly-owned~~to ~~company,~~MJ ~~BullsnBears Holdings~~Biotech, ~~LLC~~Inc., ~~for~~to ~~the~~better ~~purpose~~represent ~~of holding~~ the ~~Company’s~~new ~~intellectual~~direction ~~property~~of ~~assets. As contractually agreed to,~~ the Company~~'s wholly-owned subsidiary, BullsnBears, Holdings LLC~~. MJ ~~was~~Biotech ~~spun~~has ~~off~~also inchanged its ~~entirety~~state ~~including all~~ of ~~the~~incorporation 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~~state of ~~business on December 28, 2016, with one share of BullsnBears Holdings, LLC~~Wyoming. ~~Common~~ ~~Stock~~The ~~distributed~~change ~~for each one share~~ of ~~MJTV~~domicile ~~Common Stock owned as of the record date. Distribution of the shares~~ took place on ~~December~~August 2825, ~~2016~~2017.

On ~~August~~June 4, ~~2016,~~2018 the ~~company’s~~Company ~~Board~~formed ~~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 ~~dronabinol~~new ~~based~~wholly ~~treatment~~owned ~~for~~corporation ~~sleep~~MJ ~~apnea. This acquisition substituted the contemplated acquisition of Michael James Enterprises~~Syndicated, Inc., a ~~Nevada~~Florida corporation, ~~which~~based ~~did~~out ~~not~~of ~~move~~Florida. ~~forward~~Which 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~~date ~~agreement was not in the best interest~~ of ~~the~~this ~~Company~~10K ~~and~~is ~~its~~non ~~shareholders~~active.

~~Since~~Prior ~~August~~to ofJuly ~~2016~~26, 2017 the Company ~~created~~focused ~~the~~on ~~alchemy~~developing ofintellectual ~~essential~~property. ~~oils~~Since ~~called~~the ~~LUNA~~beginning toof ~~help~~the athird ~~person~~quarter ~~relax~~of ~~and~~2017, ~~hopefully~~we ~~achieve~~had ~~better~~changed ~~sleep.~~our ~~Additionally,~~focus ~~the~~toward ~~Company’s~~Nutraceuticals. ~~then~~Beginning ~~CEO,~~on ~~James~~October ~~M. Farinella~~23, ~~designed~~2018 athe ~~creative~~Company ~~noninvasive~~began ~~delivery~~to ~~system~~develop ~~for~~proprietary annutraceuticals ~~active~~infused ~~ingredient~~with ~~which~~Hemp ~~was~~based ~~assigned~~CBD tooils ~~the~~and ~~company~~isolates. byThese ~~the~~products ~~then~~were ~~CEO~~being inproduced ~~exchange~~and ~~for~~are ~~2,350,000 Preferred B shares. This product VOLUPTAS,~~ now ~~patent~~being ~~pending~~offered ~~with~~for asale ~~filing~~in ~~for~~wellness astores ~~trademark~~and on-line prior to the ~~Name~~end ~~VOLUPTAS.~~of 2018.

On December 28, 2016 The Company's wholly-owned subsidiary, BullsnBears Holdings, Inc., was spun off spun-off through a share dividend to BNBI shareholders of record as of the close of business, with one share of BullsnBears Holdings Common Stock distributed for each one share of MJTV Common Stock owned as of the record date. Distribution of the shares is the responsibility of BullsnBears Holdings, Inc. and will take place upon the effectiveness of a Registration Statement filed with the U.S. Securities and Exchange Commission.

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.

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 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. The Company is still 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 if, or when, this acquisition will be completed. As of the date of this Report, neither party to the Binding Letter of Agreement has terminated the proposed acquisition.

ITEM 1A. RISK FACTORS

Before you invest in our securities, you should be aware that there are various risks. You should consider carefully these risk factors, together with all of the other information included in this annual report before you decide to purchase our securities. If any of the following risks and uncertainties develop into actual events, our business, financial condition or results of operations could be materially adversely affected.

of the following risks and uncertainties develop into actual events, our business, financial condition or results of operations could be materially adversely affected.

Risks Related to Our Business

~~We exited shell status in October 12, 2012 have not operated profitably since inception, and there are no assurances we will ever generate revenues or profits.~~8

~~Our~~We ~~operations have never been profitable, and it is expected that we will continue to incur operating losses through the end of 2018 and the beginning part of 2019. In 2012, we~~ exited shell status ~~thorough~~in ~~the~~October ~~purchase of the URL domain names and websites~~12, ~~however,~~2012 ~~those~~but ~~assets~~still have ~~generated~~not ~~minimal~~operated ~~revenues to date. We reported revenues of $1~~profitably,~~517~~ ~~in 2013,~~ and ~~our~~there ~~net~~are loss was ($1,104,250). We reported revenues of $106,859 in 2014, and our net loss was ($648,016). Our revenues for the year ended December 31, 2015 were $22,610, and our net loss was ($425,345). Our revenues for the year ended December 31, 2016 were $1,000 and our net loss was ($10,852,818). Also, on December 31, 2016 we had a working capital deficit of ($947,340) and an accumulated deficit of ($13,389,043). As of December 31, 2017, we had zero revenue and our net loss was ($1,071,348). Also, as of December 31, 2017 we had a working capital deficit of ($1,796,827) and an accumulated deficit of ($14,460,391). There is no ~~assurance~~assurances ~~that~~ we will beever ~~able to fully implement our business model,~~ generate ~~any meaningful~~ revenues or ~~operate profitably in the future~~profits. Our failure to generate substantial revenues and achieve profitable operations in future periods will adversely affect our ability to continue as a going concern. If we should be unable to continue as a going concern, you could lose all of your investment in our company.

Our operations have never been profitable, and it is expected that we will continue to incur operating losses through the mid-year 2019. In 2012, we exited shell status thorough the purchase of the URL domain names and websites, however, those assets have generated minimal revenues to date. We reported revenues of $1,517 in 2013, and our net loss was ($1,104,250). We reported revenues of $106,859 in 2014, and our net loss was ($648,016). Our revenues for the year ended December 31, 2015 were $22,610, and our net loss was ($425,345). Our revenues for the year ended December 31, 2016 were $1,000 and our net loss was ($10,852,818). Also, on December 31, 2016 we had a working capital deficit of ($947,340) and an accumulated deficit of ($13,389,043). As of December 31, 2017, we had zero revenue and our net loss was ($1,071,348). Also, as of December 31, 2017 we had a working capital deficit of ($1,796,827) and an accumulated deficit of ($14,460,391). As of December 31, 2018, the Companies revenues were still $0, and we had a working capital deficit of ($2,476,448) and a accumulated deficit of ($15,298,151). There is no assurance that we will be able to fully implement our business model, generate any meaningful revenues or operate profitably in the future. Our failure to generate substantial revenues and achieve profitable operations in future periods will adversely affect our ability to continue as a going concern. If we should be unable to continue as a going concern, you could lose all of your investment in our company.

We will need additional financing which we may not be able to obtain on acceptable terms. If we cannot raise additional capital as needed, our ability to execute our business plan and grow our company will be in jeopardy.

Capital is needed not only to fund our ongoing operations and to pay our existing obligations, but capital is also necessary for the effective implementation of our business plan. As described elsewhere herein, we will need to raise approximately $1,500,000 of additional capital. Our working capital is not sufficient to fund our operations. We do not have any firm commitments to provide capital and we anticipate that we will have certain difficulties raising capital given the current uncertainties in the capital markets. Accordingly, we cannot assure you that additional working capital will be available to us upon terms acceptable to us. If we do not raise funds as needed, our ability to continue to implement our business model is in jeopardy and we may never be able to achieve profitable operations. In that event, our ability to continue as a going concern is in jeopardy and you could lose all of your investment in our company.

Our auditors have raised substantial doubts about our ability to continue as a going concern.

The report of our independent registered public accounting firm on our financial statements ~~at December 31, 2017 and~~ for the year then ended December 31, 2018 raises substantial doubts about our ability to continue as a going concern based our operating losses and working capital deficit. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. As described above, our current working capital is not sufficient to sustain our current operations and we need to raise additional working capital in order to continue to implement our business model. If such funds are not available to us as needed, we may be forced to curtail our growth plans and our ability to grow our company will be in jeopardy. In such event, we may not be able to continue as a going concern.

We have principal amount outstanding convertible notes and straight notes payable to non-related parties.

We have $~~544~~607,~~556~~425 outstanding and currently in default convertible promissory notes and $67,000 in defaulted non-convertible promissory notes. If ~~these~~the ~~lenders~~convertible note holders choose to convert their debt into equity as a result of a conversion of all or a portion of such notes into the common stock of the Company, substantial dilution will result to all the stockholders at the time of conversion. If the Company does not have the funds to repay the notes, the Company will be unable to protect any of its shareholders against this dilution.

We have a limited history of operations upon which an investor could evaluate our company. There are no assurances our business model will prove successful.

We have a limited operating history. Our business is in a new and unproven market, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful. This lack of a significant operating history makes it difficult to effectively assess our future prospects. You should consider our business and prospects in light of the risks and difficulties we encounter in this rapidly evolving market. These risks and difficulties include our ability to, among other things: Produce sufficient product to keep up with the demand. Successfully market our product at our physical locations and ~~on line~~online. If we fail to address the needs of our target market, our ability to fully implement our business model will be in jeopardy. There are no assurances we will be successful in the further implementation of our business model. You should consider our business and prospects in light of the risks and difficulties we encounter as we seek to further expand our operations.

be successful in the further implementation of our business model. You should consider our business and prospects in light of the risks and difficulties we encounter as we seek to further expand our operations.

We cannot assure you that we will be able to manage the growth of our organization effectively.

We currently expect to experience rapid growth in demand for our products if we are able to penetrate new markets. Any future successful growth and/or expansion of our business and product offerings will place significant demands on our management and our operational and financial resources. We will be required to manage multiple relations with various merchants, subscribers, technology licensors and other third parties. In the event of further growth of our operations or in the number of our third-party relationships, our information technology systems or our internal controls and procedures may not be adequate to support our operations. To effectively manage our proposed growth, we must continue to implement operational plans and strategies, improve and expand our infrastructure of people and information systems, and train and manage our employee base. There are no assurances our efforts will be effective.

We may face third party intellectual property infringement claims that could be costly to defend and result in the loss of significant rights.

Our current and future product offerings may infringe upon the proprietary rights of others, and third parties may assert infringement claims against us, including claims alleging, among other things, copyright, trademark, or patent infringement. We are aware of allegations from time to time concerning these types of claims and in particular in respect of copyright and trademark infringement claims. While we believe that we have defenses to these types of claims under appropriate trademark laws, we may not prevail in our defenses to any intellectual property infringement claims. In addition, we may not be adequately insured for any judgments awarded in connection with any litigation. Any such claims and resulting litigation could subject us from time to time to significant liability for damages, or result in the invalidation of our proprietary rights, which would have a material adverse effect on our business, financial condition, and results of operations. Even if we were to prevail, these claims could be time-consuming, expensive to defend, and could result in the diversion of management's time and attention.

There are no assurances we will ever effectively compete in our target market.

Competitors may develop or offer products that provide significant performance, price or other advantages over the products offered by us. Most of our competitors are larger and better capitalized than we are. We may not have the financial resources, marketing, nor support capabilities to compete successfully. If we fail to gain market share, our financial condition, operating results and business could be adversely affected and the value of the investment in the Company could be reduced significantly.

We may not timely and effectively scale and adapt our existing technology and network infrastructure to ensure that our website is accessible within an acceptable load time.

A key element to our growth strategy is the ability to create a viable website for the sale of our products and to effectively develop members, users (whom we define as anyone who visits our website, regardless of whether or not they are a member), consumers in all geographies to access our website within acceptable load times. We call this “website performance” due to a variety of factors, including infrastructure changes, human or software errors, capacity constraints due to an overwhelming number of users accessing our website simultaneously, and denial of service or fraud or security attacks. In some instances, we may not be able to identify the cause or causes of these website performance problems within an acceptable period of time. It may become increasingly difficult to maintain and improve our website performance, especially during peak usage times and as our products gain market share causing dramatic user traffic increases. If our website is unavailable when users attempt to access it or does not load as quickly as they expect, and may not return to our website as often in the future, or at all causing a serious drop in sales of our products including our primary product Golden Milk subject to the availability of sufficient capital, we expect to make significant investments to maintain and improve website performance and to enable rapid releases of new interactive blogs, services and products. To the extent that we do not effectively address capacity constraints, upgrade our systems as needed and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business and operating results may be harmed.

Risks Related to Our Common Stock

Action from Office of Financial Regulation State of Florida (“OFR”).

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~~officer 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

$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

Our common stock is currently quoted on the OTC Markets, but trading in the securities is extremely limited.

Currently, our common stock is quoted on the OTCQB tier of the OTC Markets. The market for our common stock is extremely limited and there are no assurances an active market for our common stock will ever develop. The OTC Markets is an inter-dealer, over-the-counter market that provides generally significantly less liquidity than a national or regional securities exchange. Securities quoted on the OTC Markets typically have fewer market makers and are not followed by analysts. The quotation of our shares on the OTC Markets may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future. Until an active market for our common stock develops, if ever, an investment in our common stock should be considered illiquid.

Provisions of our certificate of incorporation and bylaws may delay or prevent a take-over which may not be in the best interests of our stockholders.

Provisions of our certificate of incorporation and ~~bylaws~~by-laws may be deemed to have anti-takeover effects, which include when and by whom special meetings of our stockholders may be called, and may delay, defer or prevent a takeover attempt. In addition, certain provisions of the Delaware General Corporation Law also may be deemed to have certain anti-takeover effects which include that control of shares acquired in excess of certain specified thresholds will not possess any voting rights unless these voting rights are approved by a majority of a corporation's disinterested stockholders. Further, our certificate of incorporation authorizes the issuance of up to 20,000,000 shares of preferred stock with such rights and preferences as may be determined from time to time by our board of directors in their sole discretion. Our board of directors may, without stockholder approval, issue series of preferred stock with dividends, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our common stock.

The tradability of our common stock is limited under the penny stock regulations which may cause the holders of our common stock difficulty should they wish to sell the shares.

Because the quoted price of our common stock is less than $5.00 per share, our common stock is considered a “penny stock,” and trading in our common stock is subject to the requirements of Rule 15g-9 under the Securities Exchange Act of 1934. Under this rule, broker/dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements. The broker/dealer must make an individualized written suitability determination for the purchaser and receive the purchaser’s written consent prior to the transaction. SEC regulations also require additional disclosure in connection with any trades involving a “penny stock,” including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks. These requirements severely limit the liquidity of securities in the secondary market because few broker or dealers are likely to undertake these compliance activities and this limited liquidity will make it more difficult for an investor to sell his, her or its shares of our common stock in the secondary market should the investor wish to liquidate the investment. In addition to the applicability of the penny stock rules, other risks associated with trading in penny stocks could also be price fluctuations and the lack of a liquid market.

~~The~~At ~~majority~~June 27, 2019 we had 338,368,257 shares of ~~our~~common stock outstanding ~~common~~of ~~shares~~which 44,691,600 are “restricted. ~~securities”~~Future ~~and~~sales weof ~~have~~restricted ~~outstanding~~common ~~warrants~~stock ~~and~~under ~~convertible~~Rule ~~notes~~144 toor ~~purchase~~otherwise ~~approximately~~could ~~42%~~negatively ofimpact ~~our~~the ~~currently~~market ~~outstanding~~price of our common stock. In addition, conversion of the convertible notes, will have a dilutive effect on our existing stockholders.

At December 31, 2017 we had 32,303,283 shares of common stock outstanding. Future sales of restricted common stock under Rule 144 or otherwise could negatively impact the market price of our common stock.

In addition, conversion of the convertible notes, will have a dilutive effect on our existing stockholders.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable to a smaller reporting company.

ITEM 2. PROPERTIES.

10Our corporate offices were located at 109 East 17th Street, Suite 80 Cheyenne, WY, 82001. In May 16, 2019, the Company moved its Principal offices to 4781 North Congress Avenue, Suite 1102, Boynton Beach, Florida 33426 which are rented on a month-to-month basis. We believe that our current space and arrangement is adequate to meet our current needs and the needs for the foreseeable future.

Our corporate offices are located at 109 East 17th Street, Suite 80 Cheyenne, WY, 82001which are rented on a month-to-month basis. We believe that our current space and arrangement is adequate to meet our current needs and the needs for the foreseeable future.

ITEM 3. LEGAL PROCEEDINGS.

AOn ~~lawsuit~~September ~~was~~1, ~~filed~~2015, ~~against~~ the Company onreceived ~~November~~notice ~~13,~~of ~~2014,~~an inAdministrative Complaint filed by the ~~First~~State ~~Circuit~~of ~~Court~~Florida Office of ~~the~~Financial ~~15th~~Regulation ~~Judicial~~(OFR) ~~Circuit~~concerning incertain ~~and~~private ~~for~~placement ~~Palm~~investments ~~Beach~~received ~~County,~~by ~~Florida~~the ~~entitled~~Company ~~Thinspace~~during ~~Technology,~~the ~~Inc.~~period v.from ~~Michael~~2011 ~~James~~to ~~Enterprises,~~2013 ~~Inc.~~and ~~(formerly~~the ~~BullsnBears.com,~~applicability ~~Inc.)~~of ~~The~~the ~~complaint~~registration ~~alleges~~exemption ~~that~~provisions ~~BullsnBears~~of ~~failed~~the toFlorida ~~provide~~Statutes ~~certain~~to ~~services~~said itinvestments. The ~~was~~Company ~~contractually~~vigorously ~~committed~~disputes tothe ~~provide~~legal ~~and~~basis ~~seeks~~for ~~damages~~this inAdministrative ~~excess~~Complaint ofas ~~$15,000. On~~it ~~January~~relates ~~20,~~to ~~2017~~the ~~this~~Company. Written ~~case~~submissions ~~was~~were ~~disposed~~presented ofto ~~for~~the ~~lack~~OFR ofand ~~prosecution.~~the

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. 11

OFR designated hearing officer 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 (“Power Up”). 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. AsOn ofJanuary ~~the~~7, ~~date~~2019 ofPower ~~this~~Up ~~report,~~obtained ~~not~~(the ~~default~~Company orfeels improperly) a Judgment ~~has~~in ~~been~~the ~~entered~~amount of $163,569.96. The Company ~~hopes~~intends to befile ~~able to reach~~ a ~~settlement~~motion ~~with~~to ~~Power~~vacate ~~Up when~~ the ~~Company’s~~Judgment ~~financial~~when ~~condition~~it ~~permits,~~has funds to ~~avoid~~do ~~future litigation costs~~so.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable for our operations.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

From October 2, 2012 to April 2016 our shares of common stock were quoted on the OTC Pink Sheet Tier of the OTC Markets Group Inc. under the symbol “MJTV” (formerly “BNBI”). Since April 2016 our shares of common stock are quoted on the OTCQB Tier of the OTC Markets Group Inc. under the symbol “MJTV” (formerly “BNBI”). Our shares of common stock are thinly traded. Set forth below are the high and low closing bid prices for our common stock for the for the last two fiscal years. These bid prices were obtained from OTC Markets Group Inc. All prices listed herein reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions.

2016	High		Low
January 1, 2016 to March 31, 2016	$0.65		$0.50
April 1, 2016 to June 30, 2016	$0.60		$0.12
July 1, 2016 to December 31, 2016	$0.20		$0.07
October 1, 2016 to December 31, 2016	$0.1149		$0.065
2017
January 1, 2017 to March 31, 2017		$0.057		$0.009
April 1, 2017 to June 30, 2017		$0.013		$0.002
July 1, 2017 to September 30, 2017		$0.0043		$0.001
October 1, 2017 to December 31, 2017		$0.0087		$0.0012

High and Low per 2017 and 2018 Quarter ended.

As of July 27, 2018, the last day our common stock traded before the filing date of this report, the last sale price of our common stock as reported on the OTC Markets was $.0021 per share. As of December 31, 2017, there are approximately 125 record holders of our common stock.2017HIGHLOW

~~Dividends~~January 1, to March 31$0.0101 $0.0082

WeApril ~~have never paid cash dividends on our common stock. Under Wyoming law~~1, we may declare and pay dividends on our capital stock either out of our surplus, as defined in the relevant Wyoming statutes, or if there is no such surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. If, however, the capital of our company, computed in accordance with the relevant Wyoming statutes, has been diminished by depreciation in the value of our property, or by losses, or otherwise, to anJune amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, we are prohibited from declaring and paying out of such net profits and dividends upon any shares of our capital stock until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets shall have been repaired30$0.0025$0.0025

~~Recent~~July ~~Sales~~1, ofto ~~Unregistered~~September ~~Securities~~30$0.0017$0.0017

OnOctober ~~February 4~~1, ~~2016,~~to ~~the~~December ~~Company entered into a~~ 31$~~121,000 10% Convertible Promissory Note with Tangiers Investment Group, LLC, a non-affiliate~~0. ~~The term is for one year, with an original issuance discount of~~ 0035$~~11,000 for due diligence and legal costs~~0. 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 the foot notes to the financial statements for discussion of the derivative liability. 0012

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 the foot notes to the financial statements 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. 2018

OnJanuary ~~March 24~~1, ~~2016,~~to ~~the~~March ~~Company entered into a~~ 31$~~60,500 10% Convertible Promissory Note with Tangiers Investment Group, LLC, a non-affiliate~~0. ~~The term is for one year, with an original issuance discount of~~ 0070 $~~5,500 for due diligence and legal costs~~0. ~~The Note~~ 0040

12April 1, to June 30$0.0038$0.0038

isJuly ~~convertible~~1, ~~at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal~~ to ~~55%~~September ~~of the lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert~~30$0. ~~See the foot notes to the financial statements for discussion of the derivative liability~~0038$0.0026

OnOctober ~~December 5~~1, ~~2016,~~to ~~the~~December ~~Company entered into a~~ 31$~~79,000 10% Convertible Promissory Note with GHS Investments, LLC, a non-affiliate~~0. ~~The term is for eight months, with an original issuance discount of~~ 0025$~~9,000 for due diligence and legal costs~~0. 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 the foot notes to the financial statements for discussion of the derivative liability.0016

OnAs ~~December~~of ~~16,~~June ~~2016~~27, ~~the Company entered into a $63~~2019,~~250~~ 12% Convertible Promissory Note with Auctus Fund, LLC, a non-affiliate. The term is for nine months, with an original issuance discount of $8,250 for due diligence and legal costs. The Note is convertible at the ~~option~~last ofday ~~the~~our ~~Holder~~common ~~into~~stock ~~Common~~traded ~~Stock~~before of the ~~Company~~filing atdate ~~a conversion price which shall be equal to the lower~~ of ~~$.09~~this orreport, ~~50% of~~ the ~~lowest~~last ~~trading~~sale price of ~~the~~our ~~Company’s~~common ~~Common~~stock ~~Stock~~as ~~during~~reported on the 25OTC ~~trading~~Markets ~~days~~was ~~prior~~$.0007 toper ~~the election to convert~~share. ~~See~~As ~~the~~of ~~foot~~December ~~notes~~31, to2018, ~~the~~there ~~financial~~are ~~statements~~approximately 4153 ~~for~~record ~~discussion~~holders of ~~the~~our ~~derivative~~common ~~liability~~stock.

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 the foot notes to the financial statements 4 for discussion of the derivative liability. Power Up Lending Group, LTD has declared the Company in default of its obligations under the Note.Dividends

OnWe ~~March~~have 7,never ~~2017,~~paid ~~the~~cash ~~Company~~dividends ~~entered~~on ~~into~~our acommon ~~$25,000~~stock. ~~12%~~Under ~~Convertible~~Wyoming ~~Promissory~~law, ~~Note~~we ~~with~~may ~~Vista~~declare ~~Capital~~and ~~Investments,~~pay ~~LLC,~~dividends aon ~~non-affiliate.~~our ~~The~~capital ~~term~~stock ofeither ~~the~~out ~~Note~~of isour ~~for two years~~surplus, ~~with~~as andefined ~~original~~in ~~issuance~~the ~~discount~~relevant ofWyoming $5statutes,~~000~~ ~~for~~or ~~due~~if ~~diligence~~there ~~and~~is ~~legal~~no ~~costs. The~~such ~~Note~~surplus, isout ~~convertible~~of atour ~~the~~net ~~option~~profits offor the ~~Holder~~fiscal ~~into~~year ~~Common~~in ~~Stock~~which of the ~~Company~~dividend atis adeclared ~~conversion~~and/or ~~price~~the ~~which~~preceding ~~shall~~fiscal beyear. ~~equal~~If, tohowever, ~~50% of~~ the ~~lowest~~capital ~~trading price~~ of ~~the~~our ~~Company’s~~company, ~~Common~~computed ~~Stock~~in ~~during~~accordance with the 25relevant ~~trading~~Wyoming ~~days~~statutes, ~~prior~~has tobeen ~~the~~diminished ~~election~~by todepreciation ~~convert.~~in ~~See~~ the ~~foot~~value ~~notes~~of toour ~~the~~property, ~~financial~~or ~~statements~~by ~~for~~losses, ~~discussion~~or ofotherwise, ~~the~~to ~~derivative~~an ~~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 the foot notes to the financial statements for discussion of the derivative liability. 12

Onamount ~~March~~less ~~13,~~than ~~2017~~ the ~~Company~~aggregate ~~entered~~amount ~~into a $43,000 8% Convertible Promissory Note with Power Up Lending Group, LTD, a non-affiliate. The term~~ of the ~~Note~~capital isrepresented ~~for~~by 9the ~~months,~~issued ~~with~~and anoutstanding ~~original~~stock ~~issuance discount~~ of ~~$3,000~~all ~~for~~classes ~~due~~having ~~diligence~~a ~~and~~preference ~~legal~~upon ~~costs. The~~the ~~Note~~distribution ~~is convertible after 180 days into Common Stock~~ of ~~the~~assets, ~~Company~~we atare aprohibited ~~conversion~~from ~~price~~declaring ~~which~~and ~~shall~~paying beout ~~equal to 55%~~ of ~~the~~such ~~average~~net ofprofits ~~the~~and ~~three~~dividends ~~lowest~~upon ~~trading~~any ~~prices~~shares of ~~the~~our ~~Company’s~~capital ~~Common~~stock ~~Stock~~until ~~during~~ the 10deficiency ~~trading~~in ~~days prior to~~ the ~~election~~amount toof ~~convert.~~capital ~~See~~represented ~~the~~by ~~foot notes to~~ the ~~financial~~issued ~~statements~~and ~~for~~outstanding ~~discussion~~stock of ~~the~~all ~~derivative~~classes ~~liability.~~having ~~Power~~a Uppreference ~~Lending~~upon ~~Group, LTD has declared~~ the ~~Company~~distribution ~~in default~~ of ~~its~~assets ~~obligations~~shall ~~under~~have ~~the~~been ~~Note~~repaired.

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

On January 245, 2017, ~~Tangiers~~the ~~Investment~~Company ~~Group,~~entered ~~LLC~~into ~~converted~~a $1953,~~943~~000 8% Convertible Promissory Note with Power Up Lending Group, LTD, a non-affiliate. The term of ~~its~~the Note is for 9 months, with an original issuance discount of $~~121~~3,000 ~~note~~for ~~dated~~due ~~February~~diligence 4,and ~~2016~~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 $0the average of the three lowest trading prices of the Company’s Common Stock during the 10 trading days prior to the election to convert.~~0175~~ See the foot notes to the financial statements 4 for 1discussion of the derivative liability. Power Up Lending Group,~~139,600~~ ~~shares~~LTD has declared the Company in default of its obligations under the Note and has obtained a money Judgment (See Legal Proceedings above).

On ~~January~~March 307, 2017, the Company entered into a $25,000 12% Convertible Promissory Note with Vista Capital ~~converted~~Investments, ~~$14~~LLC,~~500~~ a non-affiliate. The term of ~~its~~the ~~$60~~Note is for two years,~~500~~ ~~note~~with ~~dated~~an ~~March~~original 23issuance discount of $5,000 ~~2016~~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 $0the lowest trading price of the Company’s Common Stock during the 25 trading days prior to the election to convert.~~01375~~ See the foot notes to the financial statements for ~~1,054,545~~discussion ~~shares~~of the derivative liability.

On ~~February~~March 227, 2017, ~~Tangiers~~the Company entered into a $5,000,000 equity line with Tangier Investment Group, LLC ~~converted~~which ~~$10,119~~will require a registration statement to be filed. The Company no longer intends to move forward on the equity line. As part of ~~its~~the Equity line the Company entered into a commitment note for $~~121~~29,000 ~~note~~with ~~dated~~no ~~February~~interest. 4,The ~~2016~~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 $0the 61lowest trading price of the Company’s Common Stock during the 25 trading days prior to the election to convert. See the foot notes to the financial statements for ~~1,658,852~~discussion ~~shares~~of the derivative liability.

On March 1713, 2017 ~~Collier~~the ~~Investments,~~Company ~~LLC~~entered ~~converted~~into a $743,~~995~~000 8% Convertible Promissory Note with Power Up Lending Group, LTD, a non-affiliate. The term of ~~its~~the Note is for 9 months, with an original issuance discount of $753,000 ~~note~~for itdue ~~acquired~~diligence ~~from~~and ~~Tangiers~~legal ~~Investment~~costs. The ~~Group,~~Note ~~LLC~~is ~~dated~~convertible ~~February~~after 4,180 ~~2016~~days into Common Stock of the Company at a conversion price which shall be equal to 55% of $0the ~~410~~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 the foot notes to the financial statements for 1discussion of the derivative liability. Power Up Lending Group,~~950,000~~ ~~shares~~LTD has declared the Company in default of its obligations under the Note and has obtained a money Judgment (See Legal Proceedings above).

On ~~March~~January 317, 2017 Vista Capital Investments, LLC converted $510,~~637.50~~000 of its $60,500 note dated March 23, 2016 at a conversion price of $0.01925 ~~451~~ for 1519,~~250,000~~481 shares.

On ~~March~~January 924, 2017 ~~GHS~~Tangiers ~~Investments~~Investment Group, LLC converted $419,~~100~~943 of its $66121,~~500~~000 note itdated ~~acquired~~February ~~from~~4, ~~Tangiers~~2016 ~~Investment~~at ~~Group,~~a ~~LLC~~conversion price of $0.0175 for 1,139,600 shares.

13On 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 ~~March~~February 244, 2016 at a conversion price of $0.0061 41 for 1,~~000~~658,~~000~~852 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 ~~410~~ for 1,950,000 shares.

On ~~April~~March 73, 2017 ~~GHS~~Vista Capital Investments, LLC. converted $35,~~300~~637.50 of its ~~note originally owned by Tangiers Investment Group~~$60,500 ~~LLC~~note dated March 2423, 2016 at a conversion price of $0.00451 33 for 1,~~000~~250,000 ~~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~~March 169, 2017 ~~the~~GHS ~~Company~~Investments, ~~entered~~LLC ~~into~~converted a $~~200~~4,~~000~~100 8%of ~~Convertible~~its ~~Promissory Note with Tri-Bridge Ventures LLC~~$66,500 anote ~~non-affiliate.~~it ~~The~~acquired ~~term~~from ofTangiers ~~the~~Investment ~~Note~~Group, isLLC ~~for~~dated 9March ~~months.~~24, ~~The~~2016 ~~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~~$0.0041 ~~Tri-Bridge~~for ~~Ventures~~1, ~~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~~shares. ~~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~~March 1617, 2017, ~~the~~Collier ~~Company~~Investments, ~~entered~~LLC ~~into~~converted a $107,~~000,000~~995 ~~equity line with GPL Ventures, LLC, which will require a registration statement to be filed. As part~~ of ~~the~~its ~~Equity line the Company entered into a commitment note for~~ $~~100~~75,000. ~~The~~note ~~term~~it ofacquired ~~the~~from ~~Note~~Tangiers isInvestment ~~for~~Group, 6LLC ~~months. The~~dated ~~Note~~February is4, ~~convertible~~2016 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~~$0.00410 ~~The~~for ~~company no longer plans on moving forward with GPL Ventures~~1,950,000 ~~LLC on the equity line~~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 ~~Power~~by UpTangiers ~~Lending~~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~~0.0033 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 Stock of the Company at~~ a ~~conversion~~Securities ~~price~~Purchase ~~which~~Agreement ~~shall~~with beGPL ~~equal~~Ventures toLLC ~~58% of~~ the ~~average~~agreement ofallows the ~~three~~Company ~~lowest~~to ~~trading~~draw ~~prices~~down ofup ~~the~~to ~~Company’s~~$10,000,000 ~~Common~~over ~~Stock during~~ the 10term ~~trading~~of ~~days prior to~~ the ~~election~~agreement towith ~~convert.~~a ~~Power~~maximum Updrawdown ~~Lending~~of ~~Group~~$125,000 ~~LTD~~at ~~has~~one ~~declared the Company in default of its obligations under the Note~~time.

~~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 $0 092 for 1,163,043 common shares.~~13

On ~~July~~May 2116, 2017, ~~Power~~the UpCompany ~~Lending~~entered ~~Group~~into ~~LTD~~a $10,000,000 equity line with GPL Ventures, LLC, which will require a registration statement to be filed. ~~converted~~As ~~$795~~part of ~~its~~the Equity line the Company entered into a commitment note for $53100,000. ~~note~~The ~~dated~~term ~~January~~of 5,the ~~2017~~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 $0the ~~068~~lowest ~~for~~trading 1price 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,~~169,118~~ ~~common~~LLC ~~shares~~on the equity line.

On ~~July~~May 2724, 2017 the Company entered into a $10,000 12% Convertible Promissory Note with Power Up Lending Group, LTD, a non-affiliate. ~~converted~~The ~~$890~~term of ~~its~~the Note is for 9 months, with an original issuance discount of $533,000 ~~note~~for ~~dated~~due ~~January~~diligence 5,and ~~2017~~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 $0the ~~064~~average ~~for~~of 1the 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,~~390,625~~ ~~common~~LTD ~~shares~~has declared the Company in default of its obligations under the Note.

On ~~August~~July 26, 2017 Power Up Lending Group LTD. converted $~~770~~1,070 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00092 ~~055~~ for 1,~~400~~163,~~000~~043 common shares.

On ~~August~~July 921, 2017 Power Up Lending Group LTD. converted $~~770~~795 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00068 ~~055~~ for 1,~~400~~169,~~000~~118 common shares.

InOn ~~September~~July ~~2017~~27, ~~the~~2017 ~~Company~~Power ~~entered~~Up ~~two~~Lending ~~Promissory~~Group ~~Notes~~LTD. ~~for~~converted $~~5,000~~890 ~~each~~of ~~with~~its an$53,000 ~~unrelated~~note ~~private~~dated ~~party.~~January ~~The~~5, ~~Notes~~2017 ~~bear interest~~ at ~~the~~a ~~rate~~conversion price of 4%$0.00064 ~~per~~for ~~annum and are due on January 30~~1,390,625 ~~2018.~~common ~~These notes are currently in default~~shares.

InOn ~~October~~August ~~the~~2, ~~Company~~2017 ~~entered~~Power ~~into~~Up aLending ~~Promissory~~Group ~~Note~~LTD. ~~for~~converted $~~29,500~~770 ~~with~~of anits ~~unrelated~~$53,000 ~~private~~note ~~Party.~~dated ~~The~~January ~~Note~~5, ~~bears~~2017 ~~interest~~ at ~~the rate of 4% per annum and has~~ a ~~due~~conversion ~~date~~price of ~~April 30, 2018~~$0.00055 ~~These~~for ~~notes~~1,400,000 ~~are~~common ~~currently in default~~shares.

InOn ~~December~~August 9, 2017 ~~the~~Power ~~Company~~Up ~~entered~~Lending ~~into~~Group aLTD. ~~Promissory~~converted ~~Note~~$770 ~~for~~of its $953,000 ~~with~~note andated ~~unrelated~~January ~~private~~5, ~~Party.~~2017 ~~The note bears interest~~ at ~~the rate of 4% per annum and has~~ a ~~due~~conversion ~~date~~price of ~~April 30, 2018~~$0.00055 ~~These~~for ~~notes~~1,400,000 ~~are~~common ~~currently in default~~shares.

~~All~~On ~~outstanding~~September ~~common~~11, ~~stock~~2017, ~~warrants~~the ~~expired~~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 ~~November~~January 1930, ~~2017~~2018. These notes are currently in default.

~~Purchases~~On ofOctober ~~Equity~~25, ~~Securities~~2017 bythe Company entered into a Promissory Note for $29,500 with an unrelated private Party. The Note bears interest at the ~~Issuer~~rate of 4% per annum and ~~Affiliated~~has ~~Purchasers~~a due date of April 30, 2018. This note is currently in default.

~~None~~On December 7, 2017 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. This note is currently in default.

~~ITEM~~On 6January 5, 2018 Power Up Lending Group LTD. ~~SELECTED~~ ~~FINANCIAL~~converted ~~DATA~~$855.00 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00061 for 1,401,639 common shares.

14On 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.

~~Not~~On ~~required~~February 1, 2018 the Company entered into a Promissory Note for ~~smaller~~$10,000 ~~reporting~~with ~~companies~~an unrelated private Party. The note bears interest at the rate of 4% per annum and has a due date of June 30, 2018. This note is currently in default

~~ITEM~~On 7March 6, 2018 Power Up Lending Group LTD. ~~MANAGEMENT’S~~converted ~~DISCUSSION~~$1,790.00 ~~AND~~of ~~ANALYSIS~~its OF$53,000 ~~FINANCIAL~~note ~~CONDITION~~dated ~~AND~~January ~~RESULTS~~5, OF2017 ~~OPERATIONS~~at a conversion price of $0.0011 for 1,627,273 common shares.

~~The~~On ~~following~~March ~~discussion~~15, of2018 ~~our~~the ~~financial~~Company ~~condition~~entered ~~and~~two ~~results~~Promissory ofNotes ~~operations~~ for ~~2014~~$5,000 ~~and~~each ~~2013 should be read in conjunction~~ with ~~the~~an ~~financial~~unrelated ~~statements~~private ~~and the notes to those statements that are included elsewhere in this report~~party. ~~Our~~The ~~discussion~~Notes ~~includes~~bear ~~forward-looking~~interest ~~statements~~at ~~based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and~~ the ~~timing~~rate of ~~events~~4% ~~could~~per ~~differ~~annum ~~materially~~and ~~from~~are ~~those~~due ~~anticipated~~on inJune ~~these forward-looking statements as a result of a number of factors~~30, ~~including those set forth under the Item 1A~~2018. ~~Risk~~These ~~Factors,~~notes ~~Cautionary~~are ~~Notice~~currently ~~Regarding Forward-Looking Statements and Business sections~~ in ~~this Form 10-K~~default. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

~~OVERVIEW~~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.

WeOn ~~were~~March ~~a Company focused on developing intellectual property. We have~~23, ~~since~~2018 ~~the~~Auctus ~~beginning~~Fund ofLLC ~~the~~converted ~~third~~$191 ~~quarter~~ of ~~2017~~its $63,250 ~~changed~~note ~~our~~dated ~~focus~~December ~~toward~~16, ~~Nutraceuticals.~~2016 ~~With~~at ~~this change in focus we entered into~~ a ~~“Binding~~conversion ~~Letter~~price of ~~Agreement” on July 26, 2017 to acquire ZEN HERO, Inc~~$0.000117 ~~d/b/a Zen’s Tea House “Zen”. The business of Zen is a formulator of organic teas and herbs (“Nutraceuticals”)~~ for ~~sale to the public and other businesses. Zen~~1,631,800 ~~currently~~common ~~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~~shares.

~~Zen~~On ~~cannot~~March ~~make~~30, ~~any~~2018 ~~health~~the ~~claims~~Company orentered ~~state~~into ~~that~~a ~~green~~Promissory ~~tea~~Note isfor ~~possesses specific health benefits. However~~$3,000 ~~Zen~~with ~~can~~an ~~offer~~unrelated ~~anecdotal~~private ~~literature~~Party. ~~and~~The ~~other~~note ~~information~~bears oninterest ~~diet~~at ~~and~~the ~~health~~rate ~~benefits~~of ~~others~~4% ~~have~~per ~~experienced~~annum and ~~point~~has ~~people~~a todue ~~ethically~~date ~~sound,~~of ~~licensed~~June ~~medical~~30, ~~physicians~~2018. ~~who~~This ~~can~~note ~~offer~~is ~~medical~~currently ~~advice,~~in ~~diagnosis, and treatment.~~default

~~The~~On ~~primary~~April ~~distribution~~3, ~~source~~2018 isPower, ~~via~~up ~~farmers~~Lending ~~markets.~~Group ~~Zen~~LTD ~~currently~~converted ~~operates~~$2,440 inof ~~over~~its 40$53,000 ~~farmers~~note ~~markets~~dated ~~per~~January ~~week.~~5, ~~Farmers~~2017 ~~markets~~at ~~provide~~ a ~~valuable~~conversion ~~sales~~price ~~and distribution channel for the Zen’s products. Private markets are solitary events held by corporations for their employees as part~~ of ~~their health and wellness programs~~$.0012 ~~Online sales are Zen’s main focus~~ for ~~growth~~2,033,333 ~~through~~common ~~Zen’s website www~~shares.~~zenstea.com~~

~~Since~~On ~~August~~April of9, ~~2016~~2018 ~~the~~GHS ~~Company~~Investments ~~created~~converted ~~the~~$1,012 ~~alchemy~~ of ~~essential~~its ~~oils~~note ~~called~~originally ~~LUNA~~owned toby ~~help~~Tangiers aInvestment ~~person relax and hopefully achieve better sleep. Additionally~~Group, ~~the~~LLC ~~Company’s~~dated ~~then~~March ~~CEO~~24, ~~James~~2016 M.at ~~Farinella, designed~~ a ~~creative~~conversion ~~noninvasive~~price ~~delivery~~of ~~system~~$0.00044 for ~~an active ingredient which was assigned to the company by the then CEO in exchange for~~ 2,~~350~~300,000 ~~Preferred~~common B shares. ~~This product VOLUPTAS, now patent pending with a filing for a trademark on the Name VOLUPTAS~~

On ~~December~~or ~~28,~~about ~~2016~~April ~~The Company's wholly-owned subsidiary~~26, ~~BullsnBears Holdings~~2018, ~~Inc., including all assets and liabilities and other certain liabilities of~~ the ~~Parent~~Company ~~company~~sold ~~including all monies owed Mr. Palladino~~231,200 ~~our~~shares ~~former Chief Executive Officer, approximately $680,574 for funds he has advanced us for working capital was spun off spun-off through a share dividend to BNBI shareholders~~ of ~~record~~Series asB ofPreferred ~~the close of business, with one share of BullsnBears Holdings Common~~ Stock ~~distributed~~ for ~~each one share of MJTV Common Stock owned as of~~ the ~~record~~amount ~~date. Distribution~~ of the shares is the responsibility of BullsnBears Holdings, Inc. and will take place upon the effectiveness of a Registration Statement filed with the U.S. Securities and Exchange Commission. Mr. Palladino, our former Chief Executive Officer, approximately $~~680~~15,~~574 for funds he has advanced us for working capital~~000. ~~We therefore no longer have these obligations on our books.~~

On ~~April~~or 12about November 19, ~~2017~~2018, the Company ~~changes~~issued ~~its name to MJ Biotech~~1,328,000 ~~Inc.~~shares ~~to better represent the new direction~~ of ~~the~~Series ~~Company. MJ~~B ~~Biotech~~Preferred ~~has~~Stock ~~also~~at ~~changed~~par ~~its~~value ~~state~~ of ~~incorporation~~$0.0001 tofor the ~~state~~amount of ~~Wyoming. The change of domicile took place on August 25, 2017.~~$133

On ~~July~~ Nov. 26, ~~2017,~~2018 ~~the Company entered into a “Binding Letter of Agreement” for the acquisition of ZEN HERO~~Power, ~~Inc.~~up ~~d/b/a~~Lending ~~Zen’s~~Group ~~Tea~~LTD ~~House.~~converted 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~~3,~~000)~~985 ~~and~~of ~~stock.~~its $~~400~~53,000 isnote ~~payable~~dated onJanuary ~~closing~~5, ~~with~~2017 ~~the~~at ~~balance to be paid based on performance milestones. Zen Hero is~~ a ~~company~~conversion ~~that~~price ~~sells its own line~~ of ~~medicinal teas~~$.0015 ~~Based~~for ~~on Un-Audited financial statements~~2, ~~Zen Hero generates more than $100~~656,~~000~~667 ~~per~~common ~~month in sales and is profitable~~shares. ~~The acquisition~~

15On Dec. 6, 2018 Power, up Lending Group LTD converted $3,445 of its $53,000 note dated January 5, 2017 at a conversion price of $.0013 for 2,657,692 common shares.

~~has~~On ~~not closed as of the date of this Report~~Dec. ~~The~~ ~~Company~~17, is2018 ~~still~~Power, ~~working~~up ~~towards~~Lending ~~auditing~~Group ~~Zen~~LTD ~~Hero’s~~converted ~~financial~~$3,190 ~~statements~~of inits ~~preparation~~$53,000 tonote ~~close~~dated onJanuary ~~the~~5, ~~acquisition~~2017 ~~into~~at ~~the~~a ~~Company~~conversion asprice aof ~~wholly-owned subsidiary~~$.0012 ~~There~~for ~~is no guarantee if~~2, ~~or when~~658,333 ~~this~~common ~~acquisition will be completed~~shares. As ~~of the date of this Report, neither party to the Binding Letter of Agreement has terminated the proposed acquisition.~~

~~GOING~~On ~~CONCERN~~Dec. 21, 2018 Power, up Lending Group LTD converted $2,735 of its $53,000 note dated January 5, 2017 at a conversion price of $.00103 for 2,655,340 common shares.

WeOn ~~have~~Dec. ~~incurred~~24, ~~net~~2018 ~~losses of $14~~Power,~~460,391~~ ~~since~~up ~~inception~~Lending ~~through~~Group ~~December~~LTD 31converted $2,740 ~~2017. The report~~ of ~~our~~its ~~independent~~$53,000 ~~registered~~note ~~public~~dated ~~accounting~~January ~~firm on our financial statements for the year ended December 31~~5, 2017 ~~contains~~at ~~an explanatory paragraph regarding our ability to continue as~~ a ~~going~~conversion ~~concern~~price ~~based~~of ~~upon our loss from operations and working capital deficit~~$.00103 ~~These~~for ~~factors~~2, ~~among others~~660,194 ~~raise~~common ~~substantial doubt about our ability to continue as a going concern~~shares. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to generate revenues or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company.

~~RESULTS~~All OFoutstanding ~~OPERATIONS~~common -stock ~~DECEMBER~~warrants ~~31,~~expired ~~2017~~on ~~COMPARED~~November ~~TO DECEMBER 31~~19, ~~2016~~2017.

WePurchases ~~generated $0 in revenues during 2017, compared to $1,000 in 2016. While we reasonably expect to report an increase in our revenues in 2018 as a result~~ of ~~the~~Equity ~~acquisition~~Securities ofby ~~Zen Hero, Inc. there is no guarantee~~ the ~~acquisition~~Issuer ~~will~~and beAffiliated ~~completed~~Purchasers

~~During 2017, our operating expenses of $271,760 is a decrease of $9,962,215 from the 2016 operating expenses of $10,232,975 which is due to a decrease in shares issued for Consulting in 2017~~None.

~~During~~ITEM ~~2017,~~6. SELECTED ~~our~~FINANCIAL ~~interest expense of $219,707 decreased by $94,623 as compared to $314,330 in 2016, due to the decrease in the issuance of the convertible notes~~DATA.

~~LIQUIDITY~~ Not ~~AND~~required ~~CAPITAL~~for ~~RESOURCES~~smaller reporting companies.

~~Liquidity~~ITEM ~~is the ability of a company to generate sufficient cash to satisfy its needs for cash~~7. MANAGEMENT’S AtDISCUSSION ~~December~~AND ~~31,~~ANALYSIS ~~2017~~OF weFINANCIAL ~~had~~CONDITION aAND ~~cash~~RESULTS ~~balance~~OF ~~of $82 and a working capital deficit of $1,796,829 as compared to cash on hand of $26,767 and a working capital deficit of $947,339 as of December 31, 2016~~OPERATIONS. ~~As of December 31, 2017 we have relied on the issuance of convertible notes and other notes payable.~~

WeThe dofollowing ~~not~~discussion ~~have~~of ~~any~~our ~~external~~financial ~~sources~~condition and results of ~~working~~operations ~~capital~~for 2018 and ~~have~~2017 ~~been~~should ~~materially~~be ~~dependent~~read ~~upon~~in conjunction with the ~~sale~~financial ofstatements ~~convertible~~and ~~promissory~~the notes to ~~third~~those ~~parties~~statements asthat ~~well~~are asincluded ~~direct~~elsewhere ~~investments,~~in ~~our~~this ~~working~~report. ~~capital~~Our isdiscussion ~~not~~includes ~~sufficient~~forward-looking tostatements ~~fund~~based ~~our~~upon ~~operations~~current ~~for~~expectations ~~the~~that ~~next~~involve 12risks ~~months~~ and ~~satisfy~~uncertainties, such as our ~~obligations~~plans, asobjectives, ~~they~~expectations ~~become~~and ~~due~~intentions. AsActual ~~described~~results ~~earlier~~and inthe ~~this~~timing ~~report,~~of weevents ~~need~~could todiffer ~~raise~~materially ~~significant~~from ~~capital~~those toanticipated ~~provide~~in ~~funds~~these toforward-looking ~~implement~~statements ~~our~~as ~~business~~a ~~model~~result ~~and~~of ~~pay~~a ~~our~~number ~~operating~~of ~~expenses.~~factors, Ifincluding wethose ~~are~~set ~~not~~forth ~~successful~~under inthe ~~raising~~Item ~~the~~1A. ~~necessary~~Risk ~~capital~~Factors, weCautionary ~~will~~Notice beRegarding ~~unable~~Forward-Looking toStatements ~~continue~~and toBusiness ~~expand~~sections ~~our~~in ~~business~~this ~~and~~Form ~~operations~~10-K. ~~and~~We ~~satisfy~~use ~~our~~words ~~obligations~~such as ~~they~~“anticipate,” ~~become~~“estimate,” ~~due.~~“plan,” In“project,” ~~that~~“continuing,” ~~event~~“ongoing,” ~~our~~“expect,” ~~ability~~“believe,” to“intend,” ~~continue~~“may,” ~~as a going concern~~ “will,” be“should,” in“could,” ~~jeopardy~~ and ~~investors~~similar inexpressions ~~our~~to ~~company~~identify ~~could~~forward-looking ~~lose their entire investment~~statements.

~~Cash Flows from Operating Activities~~OVERVIEW

~~During~~On ~~the year ended~~ December 3120, ~~2017,~~2018 ~~the~~President ~~Company~~Trump ~~used~~signed ~~($195,685) of cash flow from operating activities compared with use of ($337,415) during~~ the ~~year~~landmark ~~ended~~bill ~~December~~which ~~31,~~in ~~2016.~~effect ~~The~~legalized ~~decrease in~~ the ~~use~~growing of ~~cash~~Hemp. ~~flow~~Due ~~from~~to ~~operating~~that ~~activities~~bill it is ~~mainly~~now ~~due~~legal to ~~the~~transport ~~change~~Hemp inacross ~~business~~lines. ~~direction~~This ~~and~~bill ~~development~~further ofaccelerated ~~new~~the ~~business~~enormous ~~model~~expansion ~~and~~in ~~plan~~the cannabis sector.

~~Cash~~On ~~Flows~~October ~~from~~23, ~~Investing~~2018 ~~Activity~~the Company changed its focus solely to the production and distribution of Hemp (CBD) infused Teas and Herb products. Pursuant to that we have created a line of CBD infused Teas for distribution through our Joint Venture agreements with Florida based MarijuanaDoctor.com., with 15 locations statewide and with Simply Herbal a Health and Wellness center located in Tennessee, along with our e-Commerce store.

~~During the year ended December 31, 2017, the Company’s capital purchases were $0, compared to $0 for the year ended December 31, 2016.~~15

~~Cash~~On ~~Flows~~August ~~from~~6, ~~Financing~~2018 ~~Activities~~the Company began production of Medical Hemp based CBD infused Teas and Herbs.

~~During~~On ~~the~~July ~~years ended December 31~~27, 2017, ~~and 2016,~~ the Company ~~received~~changed ~~$169,000~~focus ~~and~~toward ~~$363,882 respectively, in proceeds from the issuance of convertible notes and straight notes payable~~Nutraceuticals.

16On 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.

~~Critical~~On ~~Accounting~~December ~~Policies~~28, 2016, the Company's wholly-owned subsidiary, BullsnBears Holdings, Inc., including all assets and liabilities and other certain liabilities of the Parent company including all monies owed Mr. Palladino, our former Chief Executive Officer, approximately $680,574 for funds he has advanced us for working capital was spun off spun-off through a share dividend to BNBI shareholders of record as of the close of business, with one share of BullsnBears Holdings Common Stock distributed for each one share of MJTV Common Stock owned as of the record date. Distribution of the shares is the responsibility of BullsnBears Holdings, Inc. and will take place upon the effectiveness of a Registration Statement filed with the U.S. Securities and Exchange Commission. We therefore no longer have these obligations on our books.

~~Certain~~GOING ~~accounting policies which are critical to our financial statement presentation are described under Note 1 of the Notes to Financial Statements appearing later in this report.~~CONCERN

~~Recent~~We ~~Accounting~~have ~~Pronouncements~~incurred net losses of $15,298,151 since inception through December 31, 2018. The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2018 contains an explanatory paragraph regarding our ability to continue as a going concern based upon our loss from operations and working capital deficit. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to generate revenues or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company.

~~The~~RESULTS ~~recent~~OF ~~accounting~~OPERATIONS ~~standards that have been issued or proposed by the Financial Accounting Standards Board (FASB) or other standards~~-~~setting~~ ~~bodies~~DECEMBER ~~that~~31, do2018 ~~not~~COMPARED ~~require~~TO ~~adoption~~DECEMBER ~~until~~31, ~~a future date are not expected to have a material impact on the financial statements upon adoption.~~2017

~~Off~~We ~~Balance~~generated ~~Sheet~~$0 ~~Arrangements~~in revenues during 2018, compared to $0 in 2017. While we reasonably expected to report our revenues in 2019 as a result of the focus of the company to Hemp based CBD products there is no guarantee that will occur

AsDuring of2018, ~~the~~our ~~date~~operating expenses of ~~this report~~$136,534 weis ~~do not have any off-balance sheet arrangements that have or are reasonably likely to have~~ a ~~current~~decrease orof ~~future effect on our financial condition~~$135,226 ~~changes~~from inthe ~~financial~~2017 ~~condition,~~operating ~~revenues or~~ expenses, ~~results~~ of ~~operations~~$271,760 liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which ~~an entity un with us~~ is adue ~~party,~~to ~~under which we have any obligation arising under~~ a ~~guarantee~~decrease ~~contract, derivative instrument or variable interest or a retained or contingent interest~~ in ~~assets~~shares ~~transferred~~issued ~~to such entity or similar arrangement that serves as credit, liquidity or market risk support~~ for ~~such~~Consulting ~~assets~~in 2018.

~~SUBSEQUENT~~During ~~EVENTS~~2018, our interest expense of $210,697 decreased by $61,063 as compared to $271,760 in 2017, due to the decrease in the issuance of the convertible notes.

OnLIQUIDITY ~~January~~AND 5,CAPITAL ~~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.~~RESOURCES

OnLiquidity ~~January~~is 22the ability of a company to generate sufficient cash to satisfy its needs for cash. At December 31, 2018 ~~GHS~~we ~~Investments,~~had ~~LLC.~~a ~~converted~~cash ~~$717~~balance of ~~its~~$1 ~~note~~and ~~originally~~a ~~owned~~working bycapital ~~Tangiers~~deficit ~~Investment~~of ~~Group~~$2,476,448 ~~LLC~~as ~~dated~~compared ~~March~~to ~~24,~~cash ~~2016~~on athand of $82 and a ~~conversion~~working ~~price~~capital deficit of $01,796,827 ~~044~~as ~~for~~of 1December 31,~~630~~ 2017. As of December 31,~~000~~ ~~common~~2018, ~~shares~~we have relied on the issuance of convertible notes and other notes payable.

OnWe ~~March~~do 6not have any external sources of working capital and have been materially dependent upon the sale of convertible promissory notes to third parties as well as direct investments, ~~2018~~our ~~Power~~working Upcapital ~~Lending~~is ~~Group~~not ~~LTD~~sufficient to fund our operations for the next 12 months and satisfy our obligations as they become due. ~~converted~~As $1described earlier in this report,~~790~~ ofwe ~~its~~need ~~$53~~to raise significant capital to provide funds to implement our business model and pay our operating expenses. If we are not successful in raising the necessary capital,~~000~~ ~~note~~we ~~dated~~will ~~January~~be 5unable to continue to expand our business and operations and satisfy our obligations as they become due. In that event, ~~2017~~our atability to continue as a ~~conversion~~going ~~price~~concern ofwill $0be 11in ~~for~~jeopardy ~~1,627,273~~and ~~common~~investors ~~shares~~in our company could lose their entire investment.

OnCash orFlows ~~about~~from ~~April~~Operating ~~26, 2018, the Company sold 173,400 shares of Series B Preferred Stock for the amount of $15,000.~~Activities

OnDuring ~~May 28,2018, Fernando Lopez resigned as~~ the ~~Chief~~year ~~Operating~~ended ~~Officer~~December ~~and Director~~31, ~~of MJ Biotech~~2018, ~~Inc.~~the ~~Mr.~~Company ~~Lopez'~~used ~~resignation~~($33,081) ~~was~~of ~~due~~cash toflow ~~personal~~from ~~reasons~~operating ~~and~~activities ~~did~~compared ~~not~~with ~~reflect~~use ~~any~~of ~~concerns~~($195,685) ~~and/or~~during ~~disagreements~~the ~~relating~~year toended MJDecember ~~Biotech~~31, ~~Inc~~2017., ~~its~~The ~~operations,~~decrease ~~policies~~in orthe ~~practices. Simultaneous~~use ~~with~~of iscash ~~resignation,~~flow ~~Mr.~~from ~~Lopez~~operating ~~returned~~activities ~~all~~is ~~company~~mainly ~~stock~~due ~~issued~~ to ~~him~~the ~~during~~change ~~the~~in ~~tenure~~business direction and development of ~~his~~new ~~association~~business ~~with~~model MJand ~~Biotech,~~plan ~~Inc~~

Cash Flows from Investing Activity

During the year ended December 31, 2018, the Company’s capital purchases were $0, compared to $0 for the year ended December 31, 2017.

Cash Flows from Financing Activities

During the years ended December 31, 2018, and 2017, the Company received $33,000 from the issuance of notes as well as preferred shares and $169,000 from proceeds from the issuance of convertible notes and non-convertible promissory notes payable.

Critical Accounting Policies

Certain accounting policies which are critical to our financial statement presentation are described under Note 1 of the Notes to Financial Statements appearing later in this report.

Recent Accounting Pronouncements

The recent accounting standards that have been issued or proposed by the Financial Accounting Standards Board (FASB) or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

Off Balance Sheet Arrangements

As of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unrelated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

Related Party Transactions

On November 19, 2018 the company issued 660,000 shares of preferred series B shares to Maxine Pierson as compensation for her services. Each preferred series B is convertible into 100 shares of the company’s common stock.

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 agreed to return all company stock issued to him during the tenure of his association with MJ Biotech, Inc. As of this date the shares have not been returned.

On February 21, 2018 and on April 12, 2018 the company issued 1,000,000 shares of Common Stock to Maxine Pierson as compensation for her services

As of December 31, 2018, the company owes Integrated Capital Partners, Inc. (Nevada) $70,596 in expenses paid for the Company. The Company’s former CEO (James Farinella) is the controlling shareholder of Integrated Capital Partners, Inc. (Nevada).

In February 2017 the Company’s 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 the Company. On May 10, 2017 the provisional patent was updated and re-filed increasing the protection covering more than 10 delivery methods. The provisional patent has since expired, and the Company has shifted its focus to the manufacture, sale and distribution of hemp derived CDB products.

In 2017, 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 1,696,400 preferred B shares of the Company and 400,000 preferred C shares of the Company. James Farinella also retired 8,425,000 common shares and now owns no common shares of the Company. As of December 31, 2018, the Company owes James M. Farinella the previous CEO, $3,036 in expenses paid for the Company.

In January 2017 the Company’s 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, Ms. Morreale resigned as an Officer and Director of the Company and relinquished the 240,000 preferred B shares.

Also, in January 2017 the company issued 660,000 shares of preferred series B shares to Raj Pamnani in relation to the RP Capital acquisition.

Each preferred series B is convertible into 100 shares of the company’s common stock.

SUBSEQUENT EVENTS

During the Quarter Ended March 31, 2019 Power Up Lending Group, Ltd converted $101,515 of is Convertible Debt into 124,409,480 unrestricted Common Shares

During the Quarter Ended March 31, 2019 Vista Capital Investments LLC converted $5,700 of is Convertible Debt into 9,500,000 unrestricted Common Shares

During the Quarter Ended March 31, 2019 GHS Investments, LLC converted $5,300 of is Convertible Debt into 10,600,000 unrestricted Common Shares

During the Quarter Ended March 31, 2019 Auctus Fund LLC converted $2,946 of is Convertible Debt into 8,929,200 unrestricted Common Shares

During the Quarter Ended March 31, 2019 11,000,000 Common Shares were issued for services.

On February 4, 2019, the Company executed a non-binding Letter of Intent to acquire an operating Hemp Extraction CBD operating company. The Letter of Intent was accepted by the current owners of the Hemp Extraction CBD operating company.

On February 4, 2019 the Company terminated a Letter of Intent agreement to purchase a Cannabis Farm located in Oregon. This agreement to purchase was entered into October 15, 2018.

On March 11, 2019 the Company entered into a $36,000 12% Convertible Promissory Note with Auctus Fund, LLC, a non-affiliate. The term is for nine months, with an original issuance discount of $6,250 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 May 8, 2019 the Company and VideoKall, Inc. Signed Letter of Intent for a Strategic Partnership in Telehealth which manufactures CLINICSTOP which is and unmanned Micro telehealth clinic.

On May 13, 2019 the Company entered into a new Loan agreement for $50,395 consolidating $13,000 of current loans at an interest rate of 6% per annum.

On May 16, 2019 the Company moved its principal executive offices from Wyoming to Florida.

In accordance with ASC 855, the Company has analyzed its operations subsequent to December 31 , 2018 through the date these financial statements were issued, and has determined that it does not have any other material subsequent events to disclose in these financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting companies.

1718

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

C O N T E N T S

Report of Independent Registered Public Accounting Firm	19
Report of Independent Registered Public Accounting Firm	20
Balance Sheets	21
Consolidated Balance Sheets	21
Statements of Operations	22
Consolidated Statements of Operations	22
Statements of Stockholders' Equity (deficit)	23
Consolidated Statements of Stockholders' Equity (deficit)	23
Statements of Cash Flows	24
Consolidated Statements of Cash Flows	24
Notes to the Financial Statements	25
Notes to the Consolidated Financial Statements	25

1819

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and ~~Stockholders~~Shareholders of MJ Biotech, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance ~~sheet~~sheets of MJ Biotech, Inc. (“the Company”) as of December 31, 2018 and 2017, and the related consolidated statements of operations, ~~changes in~~ stockholders’ equity (deficit), and cash flows for each of the years in the two-year ~~then~~period ended December 31, 2018, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the two-year ~~then~~period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

~~Basis~~Going ~~for Opinion~~Concern

~~These~~The accompanying financial statements ~~are~~have ~~the~~been ~~responsibility~~prepared ofassuming that the Company’s ~~management~~will continue as a going concern. ~~Our~~As ~~responsibility~~discussed isin toNote ~~express~~1 anto ~~opinion~~the onfinancial statements, the Company’s ~~financial~~has ~~statements~~an ~~based~~accumulated ondeficit ~~our~~and ~~audit.~~has Weonly ~~are~~generated aminimal ~~public~~revenues. ~~accounting~~These ~~firm~~factors ~~registered~~raise ~~with~~substantial ~~the~~doubt ~~Public~~about the Company’s ~~Accounting~~ability ~~Oversight~~to ~~Board~~continue ~~(United~~as ~~States)~~a ~~(PCAOB)~~going ~~and~~concern. ~~are~~Management’s ~~required~~plans toin beregard ~~independent~~to ~~with~~these ~~respect~~matters toare ~~the~~also ~~Company~~described in ~~accordance~~Note ~~with~~1. ~~the~~The ~~U.S.~~financial ~~federal~~statements ~~securities~~do ~~laws~~not ~~and~~include ~~the~~any ~~applicable~~adjustments ~~rules~~that ~~and~~might ~~regulations~~result offrom the ~~Securities~~outcome ~~and~~of ~~Exchange~~this ~~Commission and the PCAOB~~uncertainty.

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

~~Our~~These ~~audit~~financial ~~included~~statements ~~performing~~are ~~procedures to assess~~ the ~~risks~~responsibility of ~~material misstatement of~~ the ~~financial~~Company’s ~~statements,~~management. ~~whether~~Our ~~due~~responsibility is to ~~error~~express oran ~~fraud,~~opinion ~~and~~on ~~performing~~the ~~procedures~~Company’s ~~that~~financial ~~respond~~statements tobased ~~those~~on ~~risks~~our audits. ~~Such~~We ~~procedures~~are ~~included examining, on~~ a ~~test~~public ~~basis,~~accounting ~~evidence~~firm ~~regarding~~registered with the ~~amounts~~Public ~~and~~Company ~~disclosures~~Accounting inOversight ~~the~~Board ~~financial~~(United ~~statements.~~States) ~~Our~~(PCAOB) ~~audit~~and ~~also~~are ~~included~~required ~~evaluating~~to ~~the~~be ~~accounting~~independent ~~principles~~with ~~used~~respect ~~and~~to ~~significant~~the ~~estimates~~Company ~~made~~in byaccordance ~~management,~~with asthe ~~well~~U.S. asfederal ~~evaluating~~securities ~~the~~laws ~~overall~~and ~~presentation of~~ the ~~financial~~applicable ~~statements.~~rules Weand ~~believe~~regulations ~~that~~of ~~our~~the ~~audit~~Securities ~~provides~~and aExchange ~~reasonable~~Commission ~~basis~~and ~~for~~the ~~our opinion~~PCAOB.

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

~~The~~Our ~~accompanying~~audits ~~financial~~included ~~statements~~performing ~~have~~procedures ~~been~~to ~~prepared~~assess ~~assuming that~~ the ~~Company~~risks ~~will~~of ~~continue~~material asmisstatement aof ~~going~~the ~~concern.~~financial Asstatements, ~~discussed~~whether indue ~~Note 7~~ to ~~the~~error ~~financial~~or ~~statements~~fraud, ~~the~~and ~~Company~~performing ~~has~~procedures ~~not~~that ~~yet~~respond ~~established~~to anthose ~~ongoing~~risks. ~~source~~Such ofprocedures ~~revenues~~included ~~sufficient~~examining, toon ~~cover~~a ~~its~~test ~~operating~~basis, ~~costs.~~evidence ~~This~~regarding ~~factor~~the ~~raises~~amounts ~~substantial~~and ~~doubt~~disclosures ~~about~~in the ~~Company’s~~financial ~~ability~~statements. toOur ~~continue~~audits asalso aincluded ~~going~~evaluating ~~concern.~~the ~~Management’s~~accounting ~~plans~~principles inused ~~regard~~and tosignificant ~~these~~estimates ~~matters~~made ~~are~~by ~~also~~management, ~~described~~as inwell ~~Note~~as 7.evaluating ~~The~~the ~~financial~~overall ~~statements~~presentation doof ~~not~~the ~~include~~financial ~~any~~statements. ~~adjustments~~We believe that ~~might~~our ~~result~~audits ~~from~~provide ~~the~~a ~~outcome~~reasonable ofbasis ~~this~~for ~~uncertainty~~our opinion.

\s\ Fruci & Associates II, PLLC ~~We have served as the Company’s auditor since 2017. Spokane, WA August 6, 2018~~

19Fruci & Associates II, PLLC

~~REPORT~~We OFhave ~~INDEPENDENT~~served ~~REGISTERED~~as ~~PUBLIC~~the ~~ACCOUNTING~~Company’s ~~FIRM~~auditor since 2017. Spokane, Washington July 9, 2019

~~To the Board of Directors and~~20

Stockholders of Michael James Enterprises Inc.

MJ BIOTECH, INC.
Consolidated Balance Sheets
December 31,

	2018	2017
ASSETS
CURRENT ASSETS
Cash	$1	$82

TOTAL ASSETS	$1	$82

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$556,096	$451,838
Accounts payable – related party	89,376	92,007
Note payable – related party	26,780	2,536
Notes Payable	67,000	49,000
Convertible notes payable (net of discount)	607,425	408,630
Derivative Liability	1,129,772	792,898
Total Current Liabilities	$2,476,449	$1,796,909

Total Liabilities	$ 2,476,449	$ 1,796,909

Commitments and Contingencies	-	-
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock; $0.0001 par value, 20,000,000 shares authorized, 5,273,700 and 3,554,000 issued or outstanding respectively, as of December 31, 2018 and December 31, 2017 respectively,	$528	$356
Common stock; $0.0001 par value, 980,000,000 shares authorized, 66,636,816 and 32,303,283 issued and outstanding as of December 31, 2018 and December 31, 2017, respectively	6,664	3,231
Additional paid-in capital	12,814,511	12,659,977
Accumulated deficit	(15,298,151)	(14,460,391)
Total Stockholders' Equity (Deficit)	$(2,476,448)	$(1,796,827)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$1	$82

WeThe ~~have audited the~~ accompanying ~~consolidated~~notes ~~balance~~are ~~sheet~~an ~~of Michael~~integral ~~James~~part ~~Enterprises Inc. as~~ of ~~December 31, 2016 and the related statements of operations, stockholders’ equity (deficit), and cash flows for the year then ended. Michael James Enterprises Inc.’s management is responsible for~~ these ~~financial~~consolidated ~~statements. Our responsibility is to express an opinion on these~~ financial statements ~~based on our audit~~.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.21

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Michael James Enterprises Inc. as of December 31, 2016, the results of their operations, and their cash flows, for the year ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

MJ BIOTECH, INC.
Consolidated Statements of Operations
For the Years ended December 31,


	2018	2017

REVENUES	$-	$-

OPERATING EXPENSES

Management and consulting fees	12,000	76,503
Shares issued for consulting	42,590	289
Professional fees	47,879	81,117
Advertising	-	57,585
General and administrative	34,065	56,266

Total Operating Expenses	136,534	271,760

OPERATING LOSS	(136,534)	(271,760)

OTHER INCOME (EXPENSE)
Finance Fees	(77,825)	(357,967)
Gain (loss) on derivative liability	(412,705)	(221,914)
Interest expense	(210,696)	(219,707)

Total Other Income (Expense)	(701,226)	(799,588)

NET LOSS	$(837,760)	$(1,071,348)

BASIC AND DILUTED NET LOSS PER COMMON SHARE	$(0.02)	$(0.04)

BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	49,705,635	26,662,130

The accompanying ~~financial~~notes ~~statements~~are ~~have~~an ~~been~~integral ~~prepared~~part ~~assuming~~of that the Company will continue as a going concern. As discussed in Note 8 to the financial statements, the Company has negative working capital and has incurred losses from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these ~~matters~~consolidated ~~are described in Note 8. The accompanying~~ financial statements ~~do not include any adjustments that might result from the outcome of this uncertainty~~.

~~/s/ KLJ & Associates, LLP KLJ & Associates, LLP Edina, MN June 8, 2017~~22

MJ BIOTECH, INC.
(formerly Michael James Enterprises, Inc.)
Consolidated Statement of Stockholders’ Equity (Deficit)
Balance Sheets
December 31, 2018
December 31,
					Additional	Accumulated	Total
	2017	2016
					Paid-in	Deficit	Stockholders’
ASSETS
	Common Stock		Preferred Stock		Capital		Equity
CURRENT ASSETS
	Shares	Amount	Shares	Amount			(Deficit)
Cash	$ 82	$ 26,767
Balance, December 31, 2016	22,315,946	$2,232	664,000	$67	$12,439,407	$(13,389,043)	$(947,337)
Accounts Receivable	-	1,000
Shares issued for Note Conversion	18,412,337	1,842			219,727		221,569
Total Current Assets	82	27,767
		-					-
TOTAL ASSETS	$ 82	$ 27,767
Cancelled Shares for Consulting	(8,425,000)	(843)			843		-
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred shares issued for services			2,890,000	289	-		289
CURRENT LIABILITIES
Net loss						(1,071,348)	(1,071,348)
Accounts payable and accrued expenses	$ 451,838	$ 247,748
							-
Accounts payable – related party	92,007	86,030
Balance, December 31, 2017	32,303,283	$3,231	3,554,000	$356	$12,659,977	$(14,460,391)	$(1,796,827)
Note payable – related party	2,536	240
Shares Issued for Services	8,795,000	880	1,488,500	149	41,561		42,589
Notes Payable	49,000	-
Shares issued for Note Conversion	25,538,533	2,554	-	-	97,996	-	100,550
Convertible notes payable (net of discount)	408,630	173,597
Preferred Shares issued for cash			231,200	23	14,977		15,000
Derivative Liability	792,898	467,491
							-
Total Current Liabilities	1,796,909	975,106
Net loss						(837,760)	(837,760)
Longterm Liabilities
							-
Convertible notes payable, net	-	-
Balance, December 31, 2018	66,636,816	$6,664	5,273,700	$528	$12,814,511	$(15,298,151)	$(2,476,448)
Total longterm liabilities	-	-
Total Liabilities	1,796,909	975,106
Commitments and Contingencies	-	-
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock; $0.0001 par value, 20,000,000 shares authorized, 3,554,000 and 664,000 issued or outstanding respectively, as of December 31, 2017 and December 31, 2016 respectively,	356	67
Common stock; $0.0001 par value, 980,000,000 shares authorized, 32,303,283 and 22,315,946 issued and outstanding as of December 31, 2017 and December 31, 2016 respectively,	3,231	2,231
Additional paid-in capital	12,659,977	12,439,406
Accumulated deficit	(14,460,391)	(13,389,043)
Total Stockholders' Equity (Deficit)	(1,796,827)	(947,339)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 82	$ 27,767

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

MJ BIOTECH, INC.
(formerly Michael James Enterprises, Inc.)
Statements of Operations
For the years ended December 31,
	2017	2016
REVENUES	$ -	$ 1,000
OPERATING EXPENSES
Depreciation and amortization expense	-	4,850
Management and consulting fees	76,503	265,518
Shares issued for Consulting	289	9,634,788
Professional fees	81,117	153,727
Advertising	57,585	47,959
General and administrative	56,266	127,133
Total Operating Expenses	271,760	10,233,975
OPERATING LOSS	(271,760)	(10,232,975)
OTHER INCOME (EXPENSE)
Finance Fees	(357,967)	(128,021)
Gain (loss) on derivative liability	(221,914)	(177,492)
Interest expense	(219,707)	(314,330)
Total Other Income (Expense)	(799,588)	(619,843)
NET LOSS	$ (1,071,348)	$ (10,852,818)
BASIC AND DILUTED NET LOSS PER COMMON SHARE	$ (0.04)	$ (0.66)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	26,662,130	16,526,202

~~The accompanying notes are an integral part of these financial statements.~~23

MJ BIOTECH, INC.
(formerly Michael James Enterprises, Inc.)
Consolidated Statements of Cash Flows
Statement of Stockholders’ Equity (Deficit)
For the Years ended December 31,
December 31, 2017
	2018	2017
					Additional	Accumulated	Total
CASH FLOWS FROM OPERATING ACTIVITIES
					Paid-in	Deficit	Stockholders’
NET LOSS	$(837,760)	$(1,071,348)
	Common Stock		Preferred Stock		Capital		Equity
Items to reconcile net loss to net cash used in operating activities:
	Shares	Amount	Shares	Amount			(Deficit)
Change in Debt discount	86,925	84,688
Balance, December31, 2015	12,958,270	$ 1,296	4,000	$ 1	$ 1,345,766	$ (2,536,225)	$ (1,189,163)
Financing fees, Shares issued and note penalties	136,588	251,916
Shares issued for consulting	742,~~918,000~~590	~~792~~289	-	-	~~1,132,248~~		~~1,133,040~~
Shares issued for financing fee	100,000	10			59,990		60,000
Changes in operating assets and liabilities
Shares issued for note conversion	2,089,676	209	-	-	70,291		70,500
Change in Accounts Receivable	-	1,000
Cancelled Shares for Consulting	(750,000)	(75)			(143,175)		(143,250)
Change in Derivative Liability	412,705	325,407
Preferred shares issued for services			660,000	66	8,579,934		8,580,000
Increase in accounts payable and accrued liabilities	104,123	204,090
Disposition of Liabilities					1,266,332		1,266,332
Increase in accounts payable and accrued liabilities - related party	21,613	8,273
Loss on note conversion					128,021		128,021
Net Cash Used in Operating Activities	(33,081)	(195,685)
Net loss						(10,852,818)	(10,852,818)
CASH FLOWS FROM FINANCING ACTIVITIES
							-
Proceeds issuance of Preferred stock	15,000	-
Balance, December 31, 2016	22,315,946	2,232	664,000	67	12,439,407	(13,389,043)	(947,337)
Proceeds (payments) from notes payable	18,000	169,000
Cancelled Shares for Consulting	(8,425,000)	(843)			843		-
Net Cash Provided by Financing Activities	33,000	169,000
Preferred shares issued for services			2,890,000	289	-		289
Increase (Decrease) in Cash	(81)	(26,685)
							-
CASH, BEGINNING OF PERIOD	82	26,767
Shares issued for Note Conversion	18,412,337	1,842	-	-	219,726		221,568
CASH, END OF PERIOD	$1	$82
Net loss						(1,071,348)	(1,071,348)
Supplemental Information:
							-
Interest Paid in Cash	$-	$-
Balance, December 31, 2017	32,303,283	$ 3,231	3,554,000	$ 356	$ 12,659,977	$ (14,460,391)	$ (1,796,827)
Taxes	$-	$-
Supplemental Non - Cash Disclosure:
Shares issued for services	$42,590	$ 289
Shares issued for Note conversions	$100,550	$ 221,568

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

MJ BIOTECH, INC.
(formerly Michael James Enterprises, Inc.)
Statements of Cash Flows
For the years ended December 31,
	2017	2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (1,071,348)	$ (10,852,818)
Items to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	-	4,850
Change in Debt discount	84,688	(171,614)
Financing fees, Shares issued and note penalties	251,916	198,731
Shares issued for consulting	289	9,629,790
Changes in operating assets and liabilities
Change in Accounts Receivable	1,000	(1,000)
Change in Derivative Liability	325,407	467,491
Increase in accounts payable and accrued liabilities	204,090	301,125
Increase in accounts payable and accrued liabilities - related party	8,273	86,030
Net Cash Used in Operating Activities	(195,685)	(337,415)
CASH FLOWS FROM FINANCING ACTIVITIES
Bank Overdraft	-	(4,298)
Proceeds (payments) from convertible notes payable	169,000	368,180
Net Cash Provided by Financing Activities	169,000	363,882
Increase (Decrease) in Cash	(26,685)	26,467
CASH AT BEGINNING OF PERIOD	26,767	300
CASH AT END OF PERIOD	$ 82	$ 26,767
Supplemental Information:
Interest Paid	$ -	$ -
Taxes	$ -	$ -
Supplemental Non-Cash Disclosure
Shares issued for note conversions	$ 221,568	$ 70,500

~~The~~MJ ~~accompanying~~BIOTECH ~~notes are an integral part of these financial statements~~INC.

24Notes to the Consolidated Financial Statements

MJNOTE ~~BIOTECH~~1- ~~INC.~~ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

~~(Formerly~~Nature ~~Michael~~of ~~James Enterprise Inc.)~~Operations

~~Notes~~On April 12, 2017, the Company changed its name to MJ Biotech, Inc. to better represent the ~~Financial~~new ~~Statements~~direction 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.

~~NOTE~~On 1-July ~~ORGANIZATION~~27, ~~AND~~2017 ~~SIGNIFICANT~~the ~~ACCOUNTING~~Company ~~POLICIES~~changed focus toward Nutraceuticals.

~~These~~On ~~financial~~August ~~statements have been prepared on a going concern basis~~6, ~~which~~2018 ~~implies that~~ the Company ~~will~~began ~~continue~~production ~~to realize its assets and discharge its liabilities in the normal course~~ of ~~business.~~Medical ~~During~~Hemp ~~the~~based ~~period~~CBD ~~from~~infused ~~inception~~Teas ~~through December 31, 2017, the Company has generated minimal revenues~~ and ~~has an accumulated deficit of ($14,460,392)~~Herbs. 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.

~~Accounting~~On ~~Methods~~October 23, 2018 the Company changed its focus solely to the production and distribution of Hemp (CBD) infused Teas and Herb products. Pursuant to that we have created a line of CBD infused Teas for distribution through our Joint Venture agreements with Florida based MarijuanaDoctor.com., with 15 locations statewide and with Simply Herbal a Health and Wellness center located in Tennessee, along with our e-Commerce store.

~~The~~On ~~Company’s~~December ~~financial~~20, ~~statements~~2018 ~~are~~President ~~prepared~~Trump ~~using~~signed the ~~accrual~~landmark ~~method~~bill which in effect legalized the growing of ~~accounting~~Hemp. ~~The~~Due ~~Company~~to ~~has~~that ~~elected~~bill ait ~~calendar~~is ~~year-end~~now legal to transport Hemp across lines. This bill further accelerated the enormous expansion in the cannabis sector.

~~Basic~~Agreements ~~and Diluted Loss Per Share~~

~~The~~During ~~Company presents both basic and diluted earnings per share (EPS) on~~ the ~~face~~year of2018 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, stock options, and warrants, using the treasury stock method, and convertible securities, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company ~~had~~entered ~~net~~into ~~losses as of December 31, 2017 so~~ the ~~diluted~~following ~~EPS~~Agreements excluded all dilutive potential shares in the diluted EPS because their effect is anti-dilutive. The Company had outstanding warrants to purchase 5,000,000 shares of common stock which expired November 2017. The Company also had outstanding notes of $63,500 and convertible notes of $603,361 that could be converted into additional shares as of December 31, 2017. on;

~~Cash~~On ~~Equivalents~~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. This agreement was terminated February 4, 2019 .

~~The~~On ~~Company~~October ~~considers~~22, ~~all~~2018 ~~highly~~the ~~liquid~~Company ~~investments~~executed ~~with~~a ~~maturities~~Joint ofVenture ~~three~~Agreement ~~months~~with ora ~~less~~water ~~when~~distribution ~~purchased~~Company toheadquartered bein ~~cash equivalents~~Bulgaria.

~~Fair~~As ~~Value~~of October 23, 2018, the Binding Letter of ~~Financial~~Agreement ~~Instruments~~for the proposed acquisition of Zen Hero, Inc., was terminated.

~~The~~On ~~Financial~~October ~~Accounting~~26, ~~Standards~~2018 ~~Board~~The ~~issued ASC~~Companies ~~(Accounting~~wholly ~~Standards~~owned ~~Codification)~~subsidiary ~~820-10~~MJ ~~(SFAS No. 157)~~Syndicated, ~~“Fair~~ ~~Value~~Inc ~~Measurements~~a ~~and~~Florida ~~Disclosures"~~Corporation ~~for~~signed ~~financial assets and liabilities. ASC 820-10 provides~~ a ~~framework~~Joint ~~for~~Venture ~~measuring~~Agreement ~~fair~~with ~~value and requires expanded disclosures regarding fair value measurements~~MarijuanaDoctor. ~~FASB~~com. ~~ASC~~for ~~820-10 defines fair value as~~ the ~~price~~distribution ~~that~~of ~~would~~CBD beinfused ~~received~~Teas for anwith ~~asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date~~MarijuanaDoctor. ~~FASB~~com. ~~ASC 820-10 also establishes a fair value hierarchy~~ which ~~requires~~operates an15 ~~entity~~Marijuana toLicensing ~~maximize~~clinics ~~the~~in ~~use of observable inputs, where available. The following summarizes~~ the ~~three~~state ~~levels~~ of ~~inputs required by the standard that the Company uses to measure fair value:~~Florida.

-On ~~Level~~November ~~1: Quoted~~27, ~~prices~~2018 inMJ ~~active~~Syndicated, ~~markets~~Inc ~~for~~a ~~identical~~Florida ~~assets~~Corporation orsigned ~~liabilities.~~a Joint Venture Agreement with SIMPLY HERBALS, Nervanah Herbal Medicine Company (the Joint Venture Partners, JVP), whereas SIMPLY HERBAL will have exclusive rights to sell the CBD TEA in the State of Tennessee

-Audited ~~Level~~Financial 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.Statements

-The ~~Level~~audited ~~3: Unobservable~~financial ~~inputs~~statements ~~that~~included ~~are~~herein ~~supported~~have been prepared by ~~little~~MJ orBiotech, noInc. ~~market~~(formerly ~~activity~~Michael James Enterprises, Inc.) (the “Company”) in accordance with accounting principles generally accepted in the United States of America and ~~that~~the ~~are~~rules ~~significant~~of tothe Securities and Exchange Commission (the “SEC”). We believe that all adjustments, consisting of normal recurring adjustments, necessary for a fair ~~value~~presentation of financial position and the ~~assets~~results orof ~~liabilities~~operations for the periods presented have been reflected herein and that the disclosures made are adequate to make the information not misleading.

~~The~~These ~~carrying~~financial ~~amounts~~statements ofhave been prepared on a going concern basis, which implies that the Company’s ~~financial~~will ~~instruments~~continue asto realize its assets and discharge its liabilities in the normal course of business. During the period from inception through December 31, ~~2017~~2018, ~~reflect:~~the Company has generated minimal revenues and has an accumulated deficit of ($15,298,151). 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.

~~Cash: Level~~Accounting ~~1 Measurement based on bank reporting.~~Methods

~~Level~~The ~~2 Loans~~Company’s ~~from~~financial ~~Officers~~statements ~~and~~are ~~related~~prepared ~~parties~~using the accrual method of accounting. The Company has elected a calendar year-end.

~~Level 2 Based on promissory notes.~~25

~~Level~~The ~~3 Derivative~~consolidated ~~Liabilities~~financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

25Basic and Diluted Loss Per Share

~~Derivative~~The ~~Liabilities~~Company presents 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, stock options, and warrants, using the treasury stock method, and convertible securities, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had accumulated deficit of $15,298,151 as of December 31, 2018 so the diluted EPS excluded all dilutive potential shares in the diluted EPS because their effect is anti-dilutive. The Company had outstanding warrants to purchase 5,000,000 shares of common stock all of which expired November 2017. The Company also has outstanding notes with interest of $69,895 and convertible notes with interest of $818,122 that could be converted into additional shares as of December 31, 2018.

~~Certain~~Cash of the Company’s convertible notes payable described in Note 4 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 fair value and a corresponding recognition of liabilities associated with such derivatives. The 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 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.Equivalents

~~Use~~The Company considers all highly liquid investments with maturities of ~~Estimates~~three months or less when purchased to be cash equivalents.

~~The~~Fair ~~preparation~~Value of ~~financial~~Financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.Instruments

~~Revenue~~ ~~Recognition~~The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

~~The~~Level ~~Company~~1: Quoted ~~recognizes~~prices revenues and the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has occurred, or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Amounts invoiced or collected in ~~advance~~active ofmarkets ~~product delivery or providing services are recorded as deferred revenue. The Company accrues~~ for ~~warranty~~identical ~~costs,~~assets ~~sales~~or ~~returns, bad debts, and other allowances based on its historical experience~~liabilities. ~~The Company has recognized minimal revenue since inception.~~

~~Income~~Level ~~Taxes~~2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

~~Federal~~Level ~~Income~~3: Unobservable ~~taxes~~inputs that are ~~not~~supported ~~currently~~by ~~due~~little ~~since~~or weno market activity and that are significant to the fair value of the assets or liabilities. The Company’s derivative liabilities have ~~had~~been ~~losses~~valued ~~since~~as ~~inception~~Level 3 instruments. We value the derivative liability using a lattice model, with a volatility of 363% and using a risk free interest rate of 2.63%

OnThe ~~December~~Company’s ~~22,~~financial ~~2017~~instruments ~~H.R.~~consist 1of cash, ~~originally~~accounts ~~known~~payable, asconvertible ~~the~~notes ~~Tax~~payable, ~~Cuts~~advances ~~and~~from ~~Jobs~~related ~~Act~~parties, ~~(the~~and ~~“Tax~~derivative ~~Act”) was enacted~~liabilities. ~~Among~~ ~~the~~The ~~significant~~estimated ~~changes~~fair tovalue ~~the~~of ~~U.S.~~cash, ~~Internal~~accounts ~~Revenue Code~~payable, ~~the~~convertible ~~Tax~~notes ~~Act~~payable ~~lowers~~and ~~the~~advances ~~U.S.~~from ~~federal~~related ~~corporate~~parties ~~income~~approximate ~~tax~~their ~~rate~~carrying ~~(“Federal~~amounts ~~Tax~~due ~~Rate”) from 35%~~ to ~~21% effective January 1, 2018. The Company will compute its income tax expense for~~ the ~~years~~short-term ~~ended~~nature ~~December 31, 2017 and 2016 using a Federal Tax Rate~~ of ~~21%~~these instruments.

~~Income~~The ~~taxes~~carrying ~~are~~amounts ~~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~~Company’s ~~consequences~~financial ininstruments ~~future~~as ~~years~~ of ~~differences~~December ~~between~~31, ~~the~~2017 ~~tax basis of assets~~ and ~~liabilities~~2018, 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.reflect:

Deferred income tax amounts reflect the net tax 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.

	Level 1		Level 2		Level 3		Total

Fair value of convertible notes derivative liability – December 31, 2017	$	–	$	–	$	792,898	$	792,898

AsLevel ~~of December 31, 2017, we had a net operating loss carry-forward of approximately $(4,825,315,314) and a deferred tax asset of approximately $~~1~~,0113,316~~ ~~using~~Level ~~the~~2 ~~statutory~~Level ~~rate~~3 of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked valuation allowance of $(1,013,316). FASB ASC 740 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 de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At December 31, 2017, the Company had not taken any tax positions that would require disclosure under FASB ASC 740.Total

	December 31, 2017	December 31, 2016
Deferred Tax Asset	$ 1,013,316	$ 788,394
Valuation Allowance	(1,013,316)	(788,394)
Deferred Tax Asset (Net)	$ -	$ -

.Fair value of convertible notes derivative liability – December 31, 2018 $ – $ – $ 1,129,772 $ 1,129,772

~~Although~~The ~~Management~~carrying ~~believes~~amount ~~that its estimates are reasonable, no assurance can be given that the final tax outcome~~ of ~~these~~accounts ~~matters~~payable ~~will~~and ~~not~~accrued beexpenses ~~different~~are ~~than~~considered ~~that which is reflected in our tax provisions. Ultimately, the actual tax benefits~~ to be ~~realized~~representative ~~will~~of betheir ~~based~~respective ~~upon~~fair ~~future~~values ~~taxable~~because ~~earnings~~of ~~levels,~~the ~~which~~short-term ~~are~~nature ~~very~~of ~~difficult~~these tofinancial ~~predict~~instruments.

26Use of Estimates

NoThe ~~provision~~preparation ~~was~~of ~~made~~financial ~~for~~statements ~~federal~~requires ~~income~~management ~~tax,~~to ~~since~~make estimates and assumptions that affect the ~~Company~~reported ~~had~~amounts anof ~~overall~~assets ~~net~~and ~~operating~~liabilities ~~loss~~and disclosure of contingent assets and ~~has~~liabilities ~~accumulated~~at ~~net~~the ~~operating~~date ~~loss~~of ~~carryforwards~~the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~For~~Revenue the years ended December 31, 2017, and 2016, no income tax expense 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 14 through 2016 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.Recognition

~~Stock-Based~~The ~~Compensation~~Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has occurred, or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Amounts invoiced or collected in advance of product delivery or providing services are recorded as deferred revenue. The Company accrues for warranty costs, sales returns, bad debts, and other allowances based on its historical experience. The Company has recognized minimal revenue since inception.

~~The~~Income Company records stock-based compensation using the fair value method. Equity instruments issued to employees and the cost of the services received as consideration are accounted for in accordance with ASC 718 “Stock Compensation” and are measured and recognized based on the fair value of the equity instruments issued. All transactions with non-employees in which goods or services are the consideration received for the issuance of equity instruments are accounted for in accordance with ASC 515 “Equity-Based Payments to Non-Employees”, based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Taxes

~~New~~Federal ~~Accounting~~Income ~~Pronouncements~~taxes are not currently due since we have had losses since inception.

InOn ~~August~~December ~~2014~~22, 2017 H.R. 1, originally known as the ~~Financial~~Tax ~~Accounting~~Cuts ~~Standards~~and ~~Board~~Jobs Act, (the “~~FASB~~Tax Act”) ~~issued~~was ~~Accounting~~enacted. Among ~~Standards~~the ~~Update~~significant ~~(“ASU”)~~changes ~~2014-15~~to ~~“Presentation~~the ofU.S. ~~Financial~~Internal ~~Statements—Going~~Revenue ~~Concern~~Code,” ~~outlining~~the ~~management’s~~Tax ~~responsibility~~Act tolowers ~~evaluate~~the ~~whether~~U.S. ~~there~~federal iscorporate ~~substantial~~income ~~doubt~~tax ~~about~~rate an(“Federal ~~entity’s~~Tax ~~ability~~Rate”) tofrom ~~continue~~35% asto a21% ~~going~~effective January ~~concern~~1, ~~along~~2018. The ~~with~~Company ~~the~~will ~~required~~compute ~~disclosures.~~its ~~ASU~~income ~~2014-15~~tax isexpense ~~effective~~ for the ~~annual~~years ~~period~~ended ~~ending after~~ December 1531, ~~2016~~2017 ~~with~~and ~~early~~2016 ~~adoption~~using ~~permitted. The Company does not anticipate~~ a ~~material~~Federal ~~impact~~Tax toRate ~~our financial statements as a result~~ of ~~this change~~21%.

InIncome ~~January~~taxes ~~2016,~~are provided based upon the ~~FASB~~liability ~~issued~~method ~~ASU~~of ~~2016-01~~accounting ~~“Financial~~pursuant ~~Instruments-Overall~~to ~~(Subtopic~~ASC ~~825~~740-10):-25 Income Taxes –Recognition. Under ~~and~~this ~~Measurement of Financial Assets and Financial Liabilities~~approach,” ~~which~~deferred ~~revises~~income antaxes ~~entity’s~~are ~~accounting~~recorded ~~related~~ to ~~(1)~~reflect the ~~classification~~tax ~~and~~consequences ~~measurement of investments~~ in ~~equity~~future ~~securities~~years ~~and~~of ~~(2)~~differences between the ~~presentation~~tax basis of ~~certain~~assets ~~fair~~and ~~value~~liabilities ~~changes~~and ~~for~~their financial ~~liabilities~~reporting ~~measured~~amounts at ~~fair~~each ~~value~~year-end. A ~~The~~valuation ~~ASU~~allowance ~~also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01~~ is ~~effective~~recorded ~~for~~against ~~fiscal~~deferred ~~years~~tax ~~and~~assets ~~interim~~if ~~periods~~management ~~within~~does ~~those~~not ~~fiscal~~believe ~~years~~the ~~beginning~~Company ~~after~~has ~~December~~met ~~15,~~the ~~2017,~~“more ~~with~~likely ~~early~~than ~~adoption permitted under certain circumstances.~~not” ~~The~~standard ~~Company~~required isby ~~currently~~ASC ~~assessing the impact of ASU 2016~~740-~~01 on its financial statements~~10-25-5.

InDeferred ~~February~~income ~~2016,~~tax ~~the~~amounts ~~FASB~~reflect 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~~net ~~date~~tax aeffects ~~lease~~of ~~liability,~~temporary ~~which~~differences isbetween ~~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~~carrying ~~right~~amounts ~~to use or control the use~~ of aassets ~~specified~~and ~~asset~~liabilities for ~~the~~financial ~~lease~~reporting ~~term. The~~purposes ~~Company~~and ~~is currently evaluating~~ the ~~effect~~amounts ~~that~~used ~~the~~for ~~new~~income ~~guidance~~tax ~~will~~reporting ~~have on its financial statements and related disclosures~~purposes.

InAs ~~March~~of ~~2016~~December 31, ~~the~~2018, ~~FASB~~we ~~issued~~had ~~ASU~~a ~~No.~~net ~~2016~~operating loss carry-~~09,~~forward ~~Compensation—Stock~~of ~~Compensation~~approximately $(~~Topic 718~~15,298,151): ~~Improvements~~and toa ~~Employee~~deferred ~~Share-Based~~tax ~~Payment~~asset ~~Accounting,~~of ~~which~~approximately ~~includes~~$3,212,612 ~~multiple~~using ~~provisions~~the ~~intended~~statutory torate ~~simplify~~of ~~various~~21%. ~~aspects~~The ofdeferred ~~the~~tax ~~accounting~~asset ~~for~~may ~~share-based~~be ~~payments,~~recognized ~~including~~in ~~treatment~~future ofperiods, ~~excess~~not ~~tax~~to ~~benefits~~exceed ~~and~~20 ~~forfeitures~~years. However, asdue ~~well~~to asthe ~~consideration~~uncertainty of ~~minimum~~future ~~statutory~~events ~~tax~~we ~~withholding~~have ~~requirements~~booked valuation allowance of $(3,212,612). FASB ~~The~~ASC ~~ASU~~740 ~~will~~prescribes ~~take~~recognition ~~effect~~threshold ~~for~~and ~~public~~measurement ~~companies~~attributes for ~~fiscal~~the ~~years,~~financial statement recognition and ~~interim~~measurement ~~periods~~of ~~within~~a ~~those~~tax ~~fiscal~~position ~~years,~~taken ~~beginning~~or ~~after~~expected ~~December~~to 15be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, ~~2016~~classification, ~~with~~interest ~~early~~and ~~application~~penalties, ~~permitted~~accounting in ~~any~~ interim orperiods, ~~annual~~disclosure ~~period~~and transition. At ~~The~~December 31, 2018, the Company ishad ~~evaluating~~not ~~the~~taken ~~future~~any ~~impact~~tax ofpositions ~~this~~that ~~ASU~~would onrequire ~~the financial~~disclosure ~~statements~~under FASB ASC 740.

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.

	December 31, 2017	December 31, 2018
Deferred Tax Asset	$ 1,013,316	$ 3,212,612
Valuation Allowance	(1,013,316)	(3,212,612)
Deferred Tax Asset (Net)	$ -	$ -

~~The~~Although ~~Company~~Management ~~has~~believes ~~implemented~~that ~~all~~its ~~new~~estimates ~~accounting~~are ~~pronouncements~~reasonable, ~~that~~no ~~are~~assurance incan ~~effect~~be ~~and~~given that ~~may~~the ~~impact~~final ~~its~~tax ~~financial~~outcome ~~statements~~of ~~and~~these ~~does~~matters will not ~~believe~~be different than that ~~there~~which ~~are~~is ~~any~~reflected ~~other~~in ~~new~~our ~~accounting~~tax ~~pronouncements~~provisions. ~~that~~Ultimately, ~~have~~the ~~been~~actual ~~issued~~tax ~~that~~benefits ~~might~~to ~~have~~be arealized ~~material~~will ~~impact~~be onbased ~~the~~upon ~~Company’s financial~~future ~~statements~~taxable orearnings ~~its~~levels, ~~financial~~which ~~position~~are orvery ~~results~~difficult ofto ~~operations~~predict.

27No provision was made for federal income tax, since the Company had an overall net operating loss and has accumulated net operating loss carryforwards.

~~Long Lived Assets~~27

~~Periodically~~For the ~~Company~~years ~~assesses~~ended ~~potential~~December ~~impairment~~31, ~~of its long-lived assets~~2018, ~~which~~and ~~include property~~2017, ~~equipment~~no ~~and~~income ~~acquired~~tax ~~intangible~~expense ~~assets,~~has inbeen ~~accordance~~realized ~~with~~as ~~the~~a ~~provisions~~result of ~~ASC~~operations ~~Topic~~and ~~360,~~no ~~“Property,~~income ~~Plant~~tax penalties and/or ~~Equipment.”~~interest ~~The~~have ~~Company~~been ~~recognizes~~accrued ~~impairment~~related ~~losses~~to onuncertain ~~long-lived~~tax ~~assets~~positions. The ~~used~~Company infiles ~~operations~~income ~~when~~tax ~~indicators~~returns ofin ~~impairment~~the ~~are~~U.S. ~~present~~federal ~~and~~jurisdiction. These ~~the~~filings ~~undiscounted~~are ~~cash~~subject ~~flows estimated~~ to bea ~~generated~~three-year bystatute ~~those~~of ~~assets~~limitations. The ~~are~~Company’s ~~less~~evaluation ~~than~~of ~~the~~income ~~assets’~~tax ~~carrying~~positions ~~values.~~included Anthe ~~impairment~~years ~~loss~~ended ~~would~~December be2014 ~~recognized~~through in2018 ~~the~~could ~~amount~~be bysubject ~~which~~to ~~the~~agency ~~recorded~~examinations. No ~~value~~filings ofare ~~the~~currently ~~asset~~under ~~exceeds~~examination. No ~~the~~adjustments ~~fair~~have ~~value~~been ofmade ~~the~~to ~~asset,~~reduce ~~measured by~~ the ~~quoted~~estimated ~~market~~income ~~price~~tax ofbenefit anat ~~asset~~fiscal year-end or anat ~~estimate~~the ~~based~~quarterly onreporting ~~the~~dates. Any ~~best~~valuations ~~information~~relating ~~available~~to inthese ~~the~~income ~~circumstances.~~tax ~~There~~provisions ~~were~~will nocomply ~~such~~with ~~losses~~U.S. ~~recognized~~generally ~~during~~accepted ~~2017~~accounting ~~or 2016~~principles.

~~Property,~~Stock-Based ~~Equipment and Intangible Assets~~Compensation

~~Property~~The ~~and~~Company ~~equipment~~records ~~are~~stock-based ~~carried~~compensation atusing ~~cost,~~the ~~less~~fair ~~accumulated~~value ~~depreciation~~method. ~~Additions~~Equity instruments issued to employees and the cost of the services received as consideration are ~~capitalized~~accounted for in accordance with ASC 718 “Stock Compensation” and ~~maintenance~~are measured and ~~repairs~~recognized ~~are~~based ~~charged~~on tothe ~~expense~~fair asvalue ~~incurred~~of the equity instruments issued. ~~Intangible~~All ~~assets~~transactions ~~consist~~with ofnon-employees ~~acquired~~in ~~web~~which ~~site~~goods ~~domains~~or ~~and~~services ~~web~~are ~~site~~the ~~content~~consideration ~~and~~received for the issuance of equity instruments are ~~carried~~accounted atfor ~~cost~~in accordance with ASC 515 “Equity-Based Payments to Non-Employees”, ~~less~~based ~~accumulated~~on ~~amortization~~the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

~~Depreciation~~New ~~and~~Accounting ~~amortization is provided principally on the straight-line basis method over the estimated useful lives of the assets.~~Pronouncements

~~NOTE~~In 2February 2016, the FASB issued ASU No. 2016-02, ~~RELATED~~Leases, ~~PARTY~~which ~~TRANSACTIONS~~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.

~~Management~~In ~~Services~~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.

AsIn ofAugust ~~December 31~~2018, ~~2017,~~ the ~~company~~FASB ~~owes~~amended ~~Integrated~~Fair ~~Capital~~Value ~~Partners,~~Measurement ~~Inc.~~ (~~Nevada~~Topic 820) ~~$70~~The amendments in this Update modify the disclosure requirements on fair value measurements in Topic 820,~~596~~ based on the concepts in ~~expenses~~the ~~paid~~Concepts ~~for~~Statement, including the ~~Company~~consideration of costs and benefits. ~~The~~an ~~Company’s~~entity ~~former~~shall ~~CEO~~disclose ~~(James~~at ~~Farinella)~~a isminimum to promote the ~~controlling~~appropriate ~~shareholder~~exercise of ~~Integrated~~discretion ~~Capital~~by ~~Partners,~~entities ~~Inc.~~when ~~(Nevada)~~considering fair value measurement disclosures and to clarify that materiality is an appropriate consideration of entities and their auditors when evaluating disclosure requirements. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019

InThe ~~February 2017 the~~ Company’s ~~then~~has ~~CEO,~~implemented ~~James~~all ~~Farinella,~~new ~~assigned~~accounting ~~his~~pronouncements ~~rights~~that toare ~~the~~in ~~Voluptas~~effect ~~provisional~~and ~~patents~~ that hemay ~~owns~~impact ~~and~~its ~~all~~financial ~~intellectual~~statements ~~property rights to Voluptas for 2,350,000 preferred B shares of the Company. On May 10, 2017 the provisional patent was updated~~ and ~~re-filed~~does ~~increasing~~not ~~the~~believe ~~protection~~that ~~covering~~there ~~more~~are ~~than~~any 10other ~~delivery~~new ~~methods.~~accounting ~~Mr.~~pronouncements ~~Farinella~~that ~~surrendered~~have ~~120,000~~been ~~Preferred B shares to pay off loans owed to three trust accounts and those trust accounts were~~ issued ~~40,000~~that ~~preferred~~might Chave ~~shares~~a ~~each.~~material ~~James~~impact ~~Farinella~~on ~~now owns 2,890,000 preferred B shares of~~ the Company.’s ~~James~~financial ~~Farinella~~statements ~~also~~or ~~retired~~its ~~8,425,000~~financial ~~common~~position ~~shares~~or ~~and~~results ~~now owns no common shares~~ of ~~the Company~~operations. ~~As of December 31, 2017, the Company owes James M. Farinella the previous CEO, $3,036 in expenses paid for the Company.~~

InLong ~~February~~Lived 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.Assets

OnPeriodically ~~August~~the 4Company assesses potential impairment of its long-lived assets, ~~2016~~which include property, equipment and acquired intangible assets, in accordance with the ~~company~~provisions ~~issued~~of ~~660~~ASC Topic 360,~~000~~ ~~shares~~“Property, Plant and Equipment.” The Company recognizes impairment losses on long-lived assets used in operations when indicators of ~~preferred~~impairment ~~series~~are Bpresent ~~shares~~and the undiscounted cash flows estimated to RPbe ~~Capital~~generated by those assets are less than the assets’ carrying values. ~~Each~~An ~~preferred~~impairment ~~series~~loss Bwould isbe ~~convertible~~recognized ~~into~~in ~~100~~the ~~shares~~amount by which the recorded value of the ~~company’s~~asset ~~common~~exceeds ~~stock~~the fair value of the asset, ~~for~~measured ~~research~~by ~~and~~the ~~development~~quoted ~~services~~market price of an asset or an estimate based on the best information available in the circumstances. There were no such losses recognized during 2017 or 2018.

~~Revenue~~Property, Equipment and Intangible Assets

InProperty ~~November~~ and ~~December~~equipment ofare ~~2016~~carried at cost, ~~the~~less ~~Company~~accumulated ~~sold~~depreciation. 50Additions ~~bottles~~are ofcapitalized ~~LUNA~~and atmaintenance ~~$20~~and ~~per~~repairs ~~bottle~~are ~~for~~charged ato ~~total~~expense as incurred. Intangible assets consist of $1acquired web site domains and web site content and are carried at cost,~~000~~ less accumulated amortization.

~~NOTE~~Depreciation 3and amortization is provided principally on the straight-line ~~CONVERTIBLE~~basis ~~PROMISSORY~~method ~~NOTES~~over ~~PAYABLE~~the estimated useful lives of the assets.

OnNOTE ~~February~~2 ~~4, 2016, the Company entered into a $121,000 10% Convertible Promissory Note with Tangiers Investment Group, LLC, a non~~-~~affiliate. The~~ ~~term~~RELATED isPARTY ~~for~~TRANSACTIONS 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.

OnManagement 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. Services

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 28

28On November 19, 2018 the company issued 660,000 shares of preferred series B shares to Maxine Pierson as compensation for her services. Each preferred series B is convertible into 100 shares of the company’s common stock.

~~lowest~~On ~~trading~~May ~~price~~28, of2018, Fernando Lopez resigned as the ~~Company’s~~Chief ~~Common~~Operating ~~Stock~~Officer ~~during~~and ~~the~~Director, 20of ~~trading~~MJ ~~days~~Biotech, ~~prior~~Inc. Mr. Lopez' resignation was due to ~~the~~personal ~~election~~reasons and did not reflect any concerns and/or disagreements relating to ~~convert~~MJ Biotech, Inc., ~~See~~its ~~Note~~operations, 4policies ~~for~~or ~~discussion~~practices. Simultaneous with is resignation, Mr. Lopez agreed to return all company stock issued to him during the tenure of his association with MJ Biotech, Inc. As of this date the ~~derivative~~shares ~~liability~~have not been returned.

On ~~December~~February 521, ~~2016,~~2018 ~~the~~and ~~Company~~on ~~entered~~April ~~into a $79~~12,~~000~~ ~~10%~~2018 ~~Convertible~~the ~~Promissory~~company ~~Note~~issued ~~with GHS Investments~~1, ~~LLC~~000, ~~a non-affiliate. The term is for eight months, with an original issuance discount of $9,~~000 ~~for~~shares ~~due diligence and legal costs. The Note is convertible at the option~~ of ~~the Holder into~~ Common Stock ~~of the Company at a conversion price which shall be equal~~ to ~~the~~Maxine ~~lower~~Pierson ofas ~~$.09~~compensation ~~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~~her ~~of the derivative liability.~~services

OnAs of December 1631, ~~2016~~2018, the ~~Company~~company ~~entered~~owes ~~into~~Integrated aCapital ~~$63~~Partners,~~250~~ ~~12% Convertible Promissory Note with Auctus Fund, LLC, a non-affiliate~~Inc. ~~The~~ ~~term~~(Nevada) ~~is for nine months~~$70,596 ~~with~~in anexpenses ~~original~~paid ~~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 orThe ~~50% of the lowest trading price of the~~ Company’s ~~Common~~former ~~Stock~~CEO ~~during~~(James ~~the~~Farinella) 25is ~~trading~~the ~~days~~controlling ~~prior~~shareholder toof ~~the~~Integrated ~~election~~Capital toPartners, ~~convert~~Inc. ~~See Note 4 for discussion of the derivative liability~~(Nevada).

OnIn ~~January~~February 5, 2017, the Company’s ~~entered~~then ~~into~~CEO, aJames ~~$53~~Farinella,~~000~~ 8%assigned ~~Convertible~~his ~~Promissory~~rights ~~Note~~to ~~with~~the ~~Power~~Voluptas Upprovisional ~~Lending~~patents ~~Group,~~that ~~LTD,~~he aowns ~~non-affiliate. The~~and ~~term~~all ofintellectual ~~the~~property ~~Note~~rights isto Voluptas for ~~9 months~~2, ~~with an original issuance discount of $3~~350,000 ~~for~~preferred ~~due~~B ~~diligence~~shares ~~and legal costs. The Note is convertible after 180days into Common Stock~~ of the Company. atOn aMay ~~conversion~~10, ~~price~~2017 ~~which shall be equal to 55% of~~ the ~~average~~provisional ofpatent ~~the~~was ~~three~~updated ~~lowest~~and ~~trading~~re-filed ~~prices~~increasing of the ~~Company’s~~protection ~~Common~~covering ~~Stock~~more ~~during~~than ~~the~~ 10 ~~trading~~delivery ~~days prior to the election to convert~~methods. ~~See~~The ~~Note~~provisional 4patent ~~for~~has ~~discussion~~since ofexpired, and the ~~derivative~~Company ~~liability. Power~~has Upshifted ~~Lending~~its ~~Group,~~focus ~~LTD~~to ~~has declared~~ the ~~Company~~manufacture, insale ~~default~~and distribution of ~~its~~hemp ~~obligations~~derived ~~under~~CDB ~~the Note~~products.

OnIn ~~March 7,~~ 2017, ~~the~~Mr. ~~Company~~Farinella ~~entered~~surrendered ~~into a $25~~120,000 ~~12%~~Preferred ~~Convertible~~B ~~Promissory~~shares ~~Note~~to ~~with~~pay ~~Vista~~off ~~Capital~~loans ~~Investments,~~owed ~~LLC,~~to athree ~~non-affiliate. The~~trust ~~term~~accounts ofand ~~the~~those ~~Note~~trust isaccounts ~~for~~were ~~two~~issued ~~years~~40, ~~with an original issuance discount of $5,~~000 ~~for~~preferred ~~due~~C ~~diligence~~shares ~~and~~each. ~~legal~~James ~~costs. The~~Farinella ~~Note~~now isowns ~~convertible~~1,696,400 atpreferred ~~the~~B ~~option~~shares of the ~~Holder~~Company ~~into~~and ~~Common~~400,000 ~~Stock~~preferred C shares of the Company. atJames aFarinella ~~conversion~~also ~~price~~retired ~~which~~8,425,000 ~~shall~~common beshares ~~equal~~and tonow ~~50%~~owns ofno ~~the~~common ~~lowest~~shares ~~trading price~~ of the Company’s. ~~Common~~As ~~Stock~~of ~~during~~December 31, 2018, the 25Company ~~trading~~owes ~~days~~James ~~prior~~M. toFarinella the ~~election~~previous toCEO, ~~convert.~~$3,036 ~~See~~in ~~Note~~expenses 4paid for ~~discussion of~~ the ~~derivative liability~~Company.

OnIn ~~March~~January 7, 2017, the Company’s ~~entered~~Chief ~~into~~Operating ~~a $5~~Officer,~~000,000~~ ~~equity~~Gina ~~line~~Morreale, ~~with~~was ~~Tangier~~issued ~~Investment Group~~240,000 ~~LLC~~Preferred ~~which~~B ~~will require a registration statement to be filed~~shares. The Company noagreed ~~longer intends~~ to ~~move~~issue ~~forward~~these onshares ~~the~~to ~~equity line~~Ms. As ~~part~~Morreale ofin ~~the~~2016 ~~Equity~~for ~~line~~her joining the Company ~~entered~~as ~~into~~an aOfficer ~~commitment~~and ~~note~~Director. ~~for $29~~Subsequently,~~000~~ ~~with no interest~~Ms. ~~The~~ ~~Note~~Morreale isresigned ~~convertible~~as atan ~~the~~Officer ~~option~~and ofDirector ~~the Holder into Common Stock~~ of the Company atand arelinquished ~~conversion~~the ~~price~~240,000 ~~which~~preferred ~~shall~~B ~~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~~shares. ~~See Note 4 for discussion of the derivative liability.~~

OnAlso, ~~March~~in ~~13,~~January 2017 the ~~Company~~company ~~entered~~issued ~~into a $43~~660,000 8%shares ~~Convertible Promissory Note with PowerUp Lending Group, LTD, a non-affiliate. The term~~ of ~~the~~preferred ~~Note~~series isB ~~for~~shares 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%~~Raj ofPamnani ~~the~~in ~~average~~relation ~~of the three lowest trading prices of the Company’s Common Stock during the 10 trading days prior~~ to the ~~election~~RP toCapital ~~convert~~acquisition. ~~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.~~

OnEach ~~January~~preferred ~~17,~~series ~~2017~~B ~~Vista~~is ~~Capital~~convertible ~~Investments,~~into ~~LLC~~100 ~~converted~~shares ~~$10,000~~ of ~~its~~the ~~$60,500~~company’s ~~note~~common ~~dated March 23, 2016 at a conversion price of $0~~stock.~~01925~~ ~~for 519,481 shares.~~

OnNOTE ~~January~~3 ~~24,~~- ~~2017~~CONVERTIBLE ~~Tangiers~~PROMISSORY ~~Investment~~NOTES ~~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.~~PAYABLE

On ~~January~~February 304, ~~2017~~2016, ~~Vista~~the ~~Capital~~Company ~~converted~~entered into a $14121,~~500~~000 of10% ~~its~~Convertible ~~$60~~Promissory Note with Tangiers Investment Group,~~500~~ ~~note~~LLC, ~~dated~~a ~~March~~non-affiliate. The 23term is for one year, ~~2016~~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 $0the lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert.~~01375~~ See Note 4 for ~~1,054,545~~discussion ~~shares~~of the derivative liability.

On ~~February~~March 2223, ~~2017~~2016, ~~Tangiers~~the ~~Investment~~Company ~~Group,~~entered ~~LLC~~into ~~converted~~a $60,500 10% Convertible Promissory Note with Vista Capital Investments,~~119~~ LLC. a non-affiliate. ofThe ~~its~~term ~~$121~~is for two years,~~000~~ ~~note~~with ~~dated~~an ~~February~~original 4issuance discount of $5,500 ~~2016~~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 $0the 61lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert. See Note 4 for 1discussion of the derivative liability. In connection with the note payable the Company is obligated to issue 200,~~658,852~~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 1724, ~~2017 Collier Investments~~2016, ~~LLC~~the ~~converted~~Company ~~$7,995 of~~entered ~~its~~into a $7560,~~000~~500 ~~note~~10% itConvertible ~~acquired~~Promissory ~~from~~Note with Tangiers Investment Group, LLC, ~~dated~~a ~~February~~non-affiliate. The 4term is for one year, ~~2016~~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 $0the ~~410~~lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert. See Note 4 for ~~1,950,000~~discussion ~~shares~~of the derivative liability.

On ~~March~~December 35, ~~2017~~2016, ~~Vista~~the ~~Capital~~Company entered into a $79,000 10% Convertible Promissory Note with GHS Investments, LLC, ~~converted~~a non-affiliate. The term is for eight months, with an original issuance discount of $59,~~637~~000 for due diligence and legal costs.50 The Note is convertible at the option of ~~its~~the ~~$60,500~~Holder ~~note~~into ~~dated~~Common ~~March~~Stock ~~23,~~of ~~2016~~the Company at a conversion price which shall be equal to the lower of $0.09 ~~451~~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 ~~1,250,000~~discussion ~~shares~~of the derivative liability.

~~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 41 for 1,000,000 shares.~~29

29On 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 ~~March~~January 175, 2017, ~~Collier~~the ~~Investments,~~Company ~~LLC~~entered ~~converted~~into a $753,~~995~~000 8% Convertible Promissory Note with Power Up Lending Group, LTD, a non-affiliate. The term of ~~its~~the Note is for 9 months, with an original issuance discount of $753,000 ~~note~~for itdue ~~acquired~~diligence ~~from~~and ~~Tangiers~~legal ~~Investment~~costs. The ~~Group,~~Note ~~LLC~~is ~~dated~~convertible ~~February~~after 4,180days ~~2016~~into Common Stock of the Company at a conversion price which shall be equal to 55% of $0the ~~410~~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 1discussion of the derivative liability. Power Up Lending Group,~~950,000~~ ~~shares~~LTD has declared the Company in default of its obligations under the Note.

On ~~April~~March 7, 2017, ~~GHS~~the ~~Investments,~~Company ~~LLC.~~entered ~~converted~~into a $325,~~300 of~~000 ~~its~~12% ~~note~~Convertible ~~originally~~Promissory ~~owned~~Note bywith ~~Tangiers~~Vista ~~Investment~~Capital ~~Group~~Investments, LLC, ~~dated~~a ~~March~~non-affiliate. The 24term of the Note is for two years, ~~2016~~with atan aoriginal ~~conversion~~issuance ~~price~~discount of $05,000 33 for ~~1,000,000~~due ~~common~~diligence ~~shares~~and legal costs. The OnNote ~~May~~is 2,convertible ~~2017~~at the ~~Company~~option ~~entered~~of the Holder into Common Stock of the Company at a ~~Securities~~conversion ~~Purchase~~price ~~Agreement~~which ~~with~~shall ~~GPL~~be ~~Ventures~~equal ~~LLC~~to 50% of the ~~agreement~~lowest ~~allows~~trading price of the Company’s toCommon ~~draw~~Stock ~~down~~during upthe to25 ~~$10,000,000~~trading ~~over~~days prior to the ~~term~~election ofto ~~the~~convert. ~~agreement~~See ~~with~~Note a4 ~~maximum~~for ~~drawdown~~discussion of ~~$125,000~~the atderivative ~~one time~~liability.

On ~~May~~March 167, 2017, the Company entered into a $~~200~~5,000,000 8%equity ~~Convertible~~line ~~Promissory Note~~ with ~~Tri-Bridge~~Tangier ~~Ventures~~Investment ~~LLC~~Group, LLC which will require a ~~non-affiliate~~registration statement to be filed. The ~~term~~Company no longer intends to move forward on the equity line. As part of the ~~Note~~Equity isline the Company entered into a commitment note for 9$29,000 ~~months.~~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 2025 trading days prior to the election to convert. ~~Tri-Bridge~~See ~~Ventures, LLC will fund $100,000 of the $200,000 Convertible Promissory~~ Note ~~Upon~~4 ~~the~~for ~~filing~~discussion of the ~~Company’s~~derivative ~~2016 year-end audited financial statements on Form 10K and the 2017 first quarter results on Form 10Q~~liability. ~~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~~March 1613, 2017, the Company entered into a $1043,000~~,000~~ ~~equity~~8% ~~line~~Convertible ~~with~~Promissory ~~GPL~~Note ~~Ventures,~~with ~~LLC,~~Power ~~which~~Up ~~will~~Lending ~~require~~Group, LTD, a ~~registration statement to be filed~~non-affiliate. AsThe ~~part~~term of the ~~Equity~~Note ~~line~~is ~~the~~for ~~Company~~9 ~~entered~~months, ~~into~~with aan ~~commitment~~original ~~note~~issuance ~~for~~discount of $~~100~~3,000. ~~The~~for ~~term~~due ofdiligence ~~the~~and ~~Note~~legal ~~is for 6 months~~costs. The Note is convertible atafter ~~the~~180 ~~option~~days ~~of the Holder~~ into Common Stock of the Company at a conversion price, which shall be equal to 8055% of the average of the three lowest trading ~~price~~prices of the Company’s Common Stock during the 2010 trading days prior to the election to convert. ~~The~~See ~~company~~Note no4 ~~longer~~for ~~plans~~discussion onof ~~moving~~the ~~forward~~derivative ~~with~~liability. Power ~~GPL~~Up ~~Ventures~~Lending Group, ~~LLC~~LTD onhas declared the ~~equity~~Company ~~line~~in default of its obligations under the Note.

On ~~May~~January 2417, 2017 ~~the~~Vista ~~Company~~Capital ~~entered~~Investments, ~~into~~LLC aconverted $10,000 ~~12% Convertible Promissory Note with PowerUp Lending Group, LTD, a non-affiliate. The term~~ of ~~the~~its ~~Note is for 9 months~~$60,500 ~~with~~note andated ~~original~~March ~~issuance discount of $3~~23,~~000~~ ~~for~~2016 ~~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~~$0.01925 ~~Power~~for ~~Up Lending Group~~519,481 ~~LTD has declared the Company in default of its obligations under the Note~~shares.

On ~~July~~January 624, 2017 ~~Power~~Tangiers UpInvestment ~~Lending~~ Group, ~~LTD.~~LLC converted $119,~~070~~ 943 of its $53121,000 note dated ~~January~~February 54, ~~2017~~2016 at a conversion price of $0.0175 ~~092~~ for 1,~~163~~139,~~043~~600 ~~common~~ shares.

On ~~July~~January 2130, 2017 ~~Power~~Vista UpCapital ~~Lending Group LTD.~~ converted $~~795~~ 14,500 of its $5360,~~000~~500 note dated ~~January~~March 523, ~~2017~~2016 at a conversion price of $0.01375 ~~068~~ for 1,~~169~~054,~~118~~545 ~~common~~ shares.

On ~~July~~February 2722, 2017 ~~Power~~Tangiers UpInvestment ~~Lending~~ Group, ~~LTD.~~LLC converted $~~890~~ 10,119 of its $53121,000 note dated ~~January~~February 54, ~~2017~~2016 at a conversion price of $0.0061 ~~064~~ for 1,~~390~~658,~~625~~852 ~~common~~ shares.

On ~~August~~March 23, 2017 ~~Power~~Vista UpCapital ~~Lending~~Investments, ~~Group~~LLC ~~LTD.~~ converted $~~770~~ 5,637.50 of its $5360,~~000~~500 note dated ~~January~~March 523, ~~2017~~2016 at a conversion price of $0.00451 ~~055~~ for 1,~~400~~250,000 ~~common~~ shares.

On ~~August~~March 9, 2017 ~~Power~~GHS UpInvestments, ~~Lending~~LLC ~~Group LTD.~~ converted $~~770~~ 4,100 of its $5366,~~000~~500 note it acquired from Tangiers Investment Group, LLC dated ~~January~~March 524, ~~2017~~2016 at a conversion price of $0.0041 ~~055~~ for 1,~~400~~000,000 ~~common~~ shares.

InOn ~~September~~March ~~2017~~17, ~~the~~2017 ~~Company~~Collier ~~entered~~Investments, ~~two~~LLC ~~Promissory~~converted ~~Notes~~$7,995 ~~for~~of its $575,000 ~~each~~note ~~with~~it anacquired ~~unrelated~~from ~~private~~Tangiers ~~party.~~Investment ~~The~~Group, ~~Notes~~LLC ~~bear~~dated ~~interest~~February ~~at the rate of~~ 4%, ~~per~~2016 ~~annum~~at ~~and~~a ~~are~~conversion ~~due~~price onof ~~January 30, 2018~~$0.00410 ~~These~~for ~~notes~~1,950,000 ~~are currently in default~~shares.

InOn ~~October~~April ~~the~~7, ~~Company~~2017 ~~entered~~GHS ~~into~~Investments, aLLC. ~~Promissory~~converted ~~Note for~~ $293,~~500~~300 ~~with~~of anits ~~unrelated~~note ~~private~~originally ~~Party.~~owned ~~The~~by ~~Note~~Tangiers ~~bears~~Investment ~~interest~~Group, atLLC ~~the~~dated ~~rate~~March of24, 4%2016 ~~per~~at ~~annum and has~~ a ~~due~~conversion ~~date~~price of ~~April 30, 2018~~$0.0033 ~~These~~for ~~notes~~1,000,000 ~~are~~common ~~currently in default~~shares.

InOn ~~December~~May 2, 2017 the Company entered into a ~~Promissory~~Securities ~~Note~~Purchase ~~for~~Agreement ~~$9,000~~ with anGPL ~~unrelated~~Ventures ~~private~~LLC ~~Party.~~the ~~The~~agreement ~~note~~allows ~~bears interest at~~ the ~~rate~~Company ofto 4%draw ~~per~~down ~~annum~~up ~~and~~to ~~has~~$10,000,000 aover ~~due~~the ~~date~~term of ~~April~~the ~~30,~~agreement ~~2018.~~with ~~These~~a ~~notes~~maximum ~~are~~drawdown ~~currently~~of in$125,000 ~~default~~at one time.

~~NOTE~~On 4May -16, ~~DERIVATIVE~~2017, ~~LIABILITY~~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

The Company issued financial instruments in the form of convertible notes with embedded conversion features. The convertible notes payable have conversion rates which are indexed to the market value of the Company’s common stock price.30

~~Price~~be ~~protection~~equal ~~clauses~~to 80% of the ~~conversion~~lowest ~~features~~trading price of the ~~2017~~Company’s ~~convertible~~Common ~~notes~~Stock ~~(see~~during ~~Note~~the 3)20 ~~triggered~~trading ~~derivative~~days ~~accounting~~prior ~~under~~to ~~GAAP~~the election to convert. The company no longer plans on moving forward with GPL Ventures, LLC on the equity line.

~~During~~On May 24, 2017 the ~~year~~Company ~~ending~~entered ~~December~~into 31a $10,000 ~~2017~~12% Convertible Promissory Note with Power Up Lending Group, LTD, a non-affiliate. The term of the ~~company~~Note ~~issued~~is ~~four~~for ~~convertible~~9 ~~promissory~~months, ~~notes~~with ~~totaling~~an original issuance discount of $~~169~~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.

Derivative Liability
Balance as of December 31, 2016	$ 467,491
Change in derivative liability	325,407
Balance December 31, 2017	$ 792,898

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.

~~NOTE~~On July 21, 2017 Power Up Lending Group LTD. converted $795 of its $53,000 note dated January 5, -2017 ~~COMMON~~at ~~STOCK~~a ~~AND~~conversion ~~COMMON~~price ~~STOCK~~of ~~WARRANTS~~$0.00068 for 1,169,118 common shares.

~~Common~~On ~~Stock~~July 27, 2017 Power Up Lending Group LTD. converted $890 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00064 for 1,390,625 common shares.

On August 42, ~~2016~~2017 ~~the~~Power ~~company~~Up ~~issued~~Lending 6Group LTD. converted $770 of its $53,~~218,~~000 note dated January 5, 2017 at a conversion price of $0.1300055 for ~~consulting~~1,400,000 ~~services~~common shares.

On August 49, ~~2016,~~2017 ~~$15,000~~Power ofUp ~~the~~Lending ~~note~~Group ~~dated~~LTD. ~~February 4, 2016 was~~ converted at $~~.05~~770 ~~for~~of ~~333~~its $53,~~333~~000 ~~shares~~note ofdated ~~common~~January ~~stock. In addition~~5, ~~100,000~~2017 ~~were~~at ~~issued~~a toconversion ~~the~~price ~~holder~~ of ~~this~~$0.00055 ~~note~~ for a1,400,000 ~~financing~~common ~~fee on this note~~shares.

On ~~October~~January 35, ~~2016,~~2018 ~~750,000~~Power ~~shares~~Up ofLending ~~common~~Group ~~stock~~LTD. ~~held~~converted by$855.00 ~~Dignitas~~of ~~Consulting~~its $53,000 ~~LLC.~~note ~~was~~dated ~~cancelled~~January ~~due~~5, to2017 ~~lack~~at ofa ~~performance~~conversion ~~under~~price aof ~~contract~~$0.00061 ~~entered~~for ~~into~~1,401,639 ~~June~~common ~~of 2016~~shares.

On ~~October~~January 2022, ~~2016,~~2018 ~~Vista~~GHS ~~Capital~~ Investments, LLC. converted $~~7,500~~717.20 of its ~~$60~~note originally owned by Tangiers Investment Group,~~500~~ ~~note~~LLC dated March 2324, 2016 at a conversion price of $0.~~0385~~00044 for ~~194~~1,~~805~~630,000 common shares.

On ~~December~~March 6, ~~2016,~~2018 ~~GHS~~Power ~~Investments,~~Up ~~LLC~~Lending Group LTD. converted $331,~~000~~790.00 of its $6653,~~500~~000 note ~~it acquired from Tangiers~~ dated ~~March~~January 245, ~~2016~~2017 at a conversion price of $0.~~033~~0011 for 1,~~100~~627,~~000~~273 common shares.

On ~~December~~March 1421, ~~2016,~~2018 ~~Tangiers~~Power ~~Investment~~Up Lending Group, ~~LLC~~LTD. converted $151,~~000~~610 of its $~~121~~53,000 note dated ~~February~~January 45, ~~2016~~2017 at a conversion price of $0.~~0325~~00099 for ~~461~~1,~~538~~626,262 common shares.

On ~~January~~March 1723, ~~2017~~2018 ~~Vista~~Auctus ~~Capital~~Fund ~~Investments,~~ LLC. converted $~~10,000~~191 of its $6063,~~500~~250 note dated ~~March~~December 2316, 2016 at a conversion price of $0.~~01925~~000117 for ~~519~~1,~~481~~631,800 common shares.

On ~~January~~April 243, ~~2017~~2018 ~~Tangiers~~Power, ~~Investment~~up Lending Group, ~~LLC~~LTD converted $192,~~943~~440 of its $~~121~~53,000 note dated ~~February~~January 45, ~~2016~~2017 at a conversion price of $0.~~0175~~0012 for 12,~~139~~033,~~600~~333 common shares.

On ~~January~~April 309, ~~2017~~2018 ~~Vista~~GHS ~~Capital~~Investments converted $141,~~500~~012 of its ~~$60~~note originally owned by Tangiers Investment Group,~~500~~ ~~note~~LLC dated March 2324, 2016 at a conversion price of $0.~~01375~~00044 for 12,~~054~~300,~~545~~000 common shares.

On ~~February~~Nov. 2226, ~~2017~~2018 ~~Tangiers~~Power, ~~Investment~~up Lending Group, ~~LLC~~LTD converted $103,~~119~~985 of its $~~121~~53,000 note dated ~~February~~January 45, ~~2016~~2017 at a conversion price of $0.~~0061~~0015 for 12,~~658~~656,~~852~~667 common shares.

On ~~March~~Dec. 36, ~~2017~~2018 ~~Vista~~Power, ~~Capital~~up ~~Investments,~~Lending ~~LLC~~Group LTD converted $53,~~637.50~~445 of its $6053,~~500~~000 note dated ~~March~~January 235, ~~2016~~2017 at a conversion price of $0.~~00451~~0013 for 12,~~250~~657,~~000~~692 common shares.

On ~~March~~Dec. 917, ~~2017~~2018 ~~GHS Investments~~Power, ~~LLC~~up Lending Group LTD converted $43,~~100~~190 of its $6653,~~500~~000 note ~~it acquired from Tangiers Investment Group, LLC~~ dated ~~March~~January 245, ~~2016~~2017 at a conversion price of $0.~~0041~~0012 for 12,~~000~~658,~~000~~333 common shares.

On ~~March~~Dec. 1721, ~~2017~~2018 ~~Collier Investments~~Power, ~~LLC~~up Lending Group LTD converted $72,~~995~~735 of its $7553,000 note ~~it acquired from Tangiers Investment Group, LLC~~ dated ~~February~~January 45, ~~2016~~2017 at a conversion price of $0.~~00410~~00103 for 12,~~950~~655,~~000~~340 common shares.

On ~~April~~Dec. 724, ~~2017~~2018 ~~GHS Investments~~Power, ~~LLC.~~up Lending Group LTD converted $32,~~300~~740 of its ~~note originally owned by Tangiers Investment Group~~$53,000 ~~LLC~~note dated ~~March~~January 245, ~~2016~~2017 at a conversion price of $0.~~0033~~00103 for 12,~~000~~660,~~000~~194 common shares.

OnNOTE ~~July~~3A 6,- ~~2017~~PROMISSORY ~~Power~~NOTES ~~Up Lending Group LTD. converted $1,070 of its $53,000 note dated January 5, 2017 at a conversion price of~~PAYABLE

On September 11, 2017, the Company entered two Promissory Notes for $05,000 each with an unrelated private party.~~00092~~ ~~for~~The 1Notes bear interest at the rate of 4% per annum and are due on January 30,~~163,043~~ ~~common~~2018. ~~shares~~These notes are currently in default.

~~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~~ 31

On October 25, 2017 the Company entered into a Promissory Note for $029,500 with an unrelated private Party.~~00068~~ ~~for~~The 1Note bears interest at the rate of 4% per annum and has a due date of April 30,~~169,118~~ ~~common~~2018. ~~shares~~This note is currently in default.

On ~~August~~December 97, 2017 ~~Power~~the UpCompany ~~Lending~~entered ~~Group~~into ~~LTD.~~a ~~converted~~Promissory ~~$765~~Note offor ~~its~~ $539,000 ~~note~~with ~~dated~~an ~~January~~unrelated 5,private ~~2017~~Party. The note bears interest at the rate of 4% per annum and has a ~~conversion~~due ~~price~~date of April 30, 2018. This note is currently in default.

~~$0.00055~~On ~~for~~February 1,~~390~~ 2018 the Company entered into a Promissory Note for $10,~~625~~000 ~~common~~with ~~shares~~an unrelated private Party. The note bears interest at the rate of 4% per annum and has a due date of June 30, 2018. This note is currently in default

On ~~August~~March 215, ~~2017~~2018 ~~Power~~the UpCompany ~~Lending~~entered ~~Group~~two ~~LTD.~~Promissory ~~converted~~Notes ~~$770~~for ~~of its~~ $535,000 ~~note~~each ~~dated~~with ~~January~~an 5,unrelated ~~2017~~private atparty. aThe ~~conversion~~Notes ~~price~~bear interest at the rate of ~~$0.00055~~4% ~~for~~per 1annum and are due on June 30,~~400,000~~ ~~common~~2018. ~~shares~~These notes are currently in default.

31On March 30, 2018 the Company entered into a Promissory Note for $3,000 with an unrelated private Party. The note bears interest at the rate of 4% per annum and has a due date of June 30, 2018. This note is currently in default

OnNOTE ~~August~~4 9,- ~~2017~~DERIVATIVE ~~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.~~LIABILITY

~~NOTE~~The 6Company ~~PREFERRED~~issued ~~STOCK~~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. The Company’s derivative liabilities have been valued as Level 3 instruments. We value the derivative liability using a lattice model, with a volatility of 363% and using a risk-free interest rate of 2.63%

~~The~~Price ~~Company~~protection ~~has~~clauses ~~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~~conversion offeatures ~~Directors. As~~ of ~~December 31, 2015,~~ the ~~Company~~2017 ~~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~~2018 convertible ~~into~~notes ~~Shares~~(see ofNote ~~Common Stock of the Company at any time commencing one (1~~3) ~~year~~triggered ~~from~~derivative ~~the~~accounting ~~date~~under ~~of issuance at a conversion price of $1.25 per Share~~GAAP

~~During the year ended December 31, 2014, we sold $5,000 principal amount of Series “A” 5% Cumulative Convertible Preferred Stock, at a price of $1~~.25 per Share. These Shares bear annual cumulative dividends of 5%, payable at the option of the Company in cash or Shares of Common Stock. At the option of the holder, beginning one year from the date of issuance the Shares are convertible into Shares of Common Stock at a 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.

Derivative Liability
Balance as of December 31, 2016	$467,491
Additions	109,267
Conversions	(5,774)
Change in derivative liability	221,914
Ending Balance December 31, 2017	$792,898
Additions	-
Conversions	(75,831)
Change in derivative liability	412,705
Ending Balance December 31, 2018	$1,129,772

InNOTE ~~August~~5 of- ~~2016~~COMMON ~~the~~STOCK ~~company~~AND ~~changed~~COMMON ~~the~~STOCK 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. This change gave approximately 99% voting control to the three Board of Directors (if they vote together). WARRANTS

OnCommon 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.Stock

InOn ~~February~~January 17, 2017 ~~the~~Vista ~~Company’s~~Capital ~~CEO~~Investments, ~~James~~LLC ~~Farinella,~~converted ~~assigned his rights to the Voluptas provisional patents that he owns and all intellectual property rights to Voluptas for 2~~$10,~~350,~~000 ~~preferred B shares~~ of ~~the~~its ~~Company. On May 10~~$60,500 ~~2017~~note ~~the~~dated ~~provisional~~March ~~patent was updated and refilled increasing the protection covering more than 10 delivery methods. In February 2017 the Company’s Chief Executive Officer~~23, ~~James~~2016 M.at ~~Farinella,~~a ~~was~~conversion ~~issued~~price ~~660,000~~of ~~Preferred B shares~~$0.01925 ~~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~~519,~~000~~481 ~~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 December 31, 2017 Mr. Farinella~~

~~owned~~On 2January 24,~~601~~ 2017 Tangiers Investment Group, LLC converted $19,943 of its $121,000 ~~Shares~~note dated February 4, 2016 at a conversion price of ~~Preferred~~$0.0175 Bfor 1,139,600 shares.

InOn ~~February~~January ~~2017 the Company’s CEO~~30, ~~James~~2017 ~~Farinella,~~Vista ~~assigned~~Capital ~~his~~converted ~~rights to the Voluptas provisional patents that he owns and all intellectual property rights to Voluptas for 2~~$14,~~350,000~~500 ~~preferred B shares~~ of ~~the~~its ~~Company. On May 10~~$60,500 ~~2017~~note ~~the~~dated ~~provisional~~March ~~patent was updated and refilled increasing the protection covering more than 10 delivery methods. In February 2017 the Company’s Chief Executive Officer~~23, ~~James M. Farinella, was issued 660,000 Preferred B shares. The Company agreed to issue these shares to Mr. Farinella in~~ 2016 ~~for~~at ~~him~~a ~~joining~~conversion ~~the~~price ~~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~~$0.01375 ~~James~~for ~~Farinella now owns 2~~1,~~890~~054,~~000~~545 ~~Preferred B~~ shares.

InOn February 22, 2017 ~~the~~Tangiers ~~Company’s~~Investment ~~Chief Operating Officer~~Group, ~~Gina~~LLC ~~Morreale~~converted $10,119 ~~was~~of ~~issued~~its ~~240~~$121,000 ~~Preferred~~note Bdated ~~shares.~~February ~~The~~4, ~~Company agreed to issue these shares to Miss Morreale in~~ 2016 ~~for~~at ~~her~~a ~~joining~~conversion ~~the~~price ~~Company~~of ~~as an Officer and Director~~$0.0061 ~~Subsequently,~~for ~~Gina Morreale resigned as an officer and director of the Company and relinquished the 240~~1,~~000~~658,852 ~~preferred B~~ shares.

~~There~~On ~~were~~March 3,~~550,000~~ ~~Preferred~~2017 BVista ~~shares~~Capital ~~issued~~Investments, ~~and~~LLC ~~outstanding~~converted as$5,637.50 of ~~December~~its 31$60,500 ~~2017.~~note Ofdated ~~the~~March ~~Preferred~~23, B2016 ~~shares~~at ~~that~~a ~~were~~conversion ~~issued~~price ~~during~~of ~~the~~$0.00451 ~~year~~for ~~ended 2017~~1, 3250,~~381,~~000 ~~were issued to several former members of the Board of Directors~~shares.

InOn ~~August~~March of9, ~~2016~~2017 ~~the~~GHS ~~Company~~Investments, ~~also~~LLC ~~created~~converted ~~a Certificate of Designation for a preferred C class as an investment class of stock that carries no voting rights and converts into~~ $4,100 ~~shares~~ of ~~common~~its ~~for every preferred C share owned. Additionally~~$66,500 ~~these~~note ~~shares~~it ~~only~~acquired ~~allow~~from ~~the~~Tangiers ~~holder~~Investment toGroup, ~~convert~~LLC ~~into~~dated ~~common~~March ~~and~~24, ~~own~~2016 noat ~~more~~a ~~than~~conversion ~~9.9%~~price of ~~the outstanding at any point in time~~$0.0041 ~~There~~for ~~are 160~~1,000 ~~Preferred C shares issued and outstanding as of December 31~~,000 ~~2017~~shares.

~~NOTE 7 - GOING CONCERN~~32

32On 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.

~~The~~On ~~Company's~~April ~~financial~~7, ~~statements~~2017 ~~are~~GHS ~~prepared~~Investments, ~~using~~LLC. ~~Generally~~converted ~~Accepted~~$3,300 ~~Accounting Principles applicable to a going concern that contemplates the realization~~ of ~~assets~~its ~~and~~note ~~liquidation~~originally ofowned ~~liabilities~~by inTangiers ~~the~~Investment ~~normal~~Group, ~~course~~LLC ofdated ~~business.~~March ~~However~~24, ~~the~~2016 ~~Company~~at ~~has~~a ~~recently~~conversion ~~accumulated~~price ~~significant~~of ~~losses and has negative working capital~~$0.0033 ~~All~~for of1,000,000 ~~these~~common ~~items raise substantial doubt about its ability to continue as a going concern~~shares. 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:

WeOn ~~have~~July ~~incurred net losses of $14~~6,~~460,391~~ ~~since~~2017 ~~inception~~Power ~~through~~Up ~~December~~Lending ~~31,~~Group ~~2017~~LTD. ~~The~~converted ~~report~~$1,070 of ~~our~~its ~~independent~~$53,000 ~~registered~~note ~~public~~dated ~~accounting~~January ~~firm on our financial statements for the year ended December 31~~5, 2017 ~~contains~~at ~~an explanatory paragraph regarding our ability to continue as~~ a ~~going~~conversion ~~concern~~price based upon our loss from operations and working capital deficit. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to generate revenues or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company.

~~The~~$0.00092 ~~Company is currently trying to raise new debt or equity to~~ for acquisitions regarding setting up a facility for the manufacturing nutraceutical Tea’s and Herb’s infused with CBD oils and powders If the Company is not successful in the development and implementation of a concept which produces positive cash flows from operations1,163,043 ~~the~~common ~~Company may be forced to continue to raise additional equity or debt financing to fund its ongoing obligations or risk ceasing doing business~~shares.

~~There~~On ~~can~~July ~~be no assurance that the Company will be able to achieve its business plans~~21, ~~raise~~2017 ~~any~~Power ~~more~~Up ~~required~~Lending ~~capital~~Group ~~or secure the financing necessary to achieve its current operating plan~~LTD. ~~The~~converted ~~ability~~$795 of ~~the Company to continue as a going concern is dependent upon~~ its ~~ability~~$53,000 tonote ~~successfully~~dated ~~accomplish~~January ~~the~~5, ~~plan~~2017 ~~described~~at ina ~~the~~conversion ~~preceding~~price ~~paragraph~~of ~~and eventually attain profitable operations.~~

~~NOTE~~$0.00068 8for –1,169,118 ~~COMMITMENTS~~common ~~AND CONTINGENCIES~~shares.

On ~~September~~August 19, ~~2015,~~2017 ~~the~~Power ~~Company~~Up ~~received~~Lending ~~notice~~Group 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 investmentsLTD. ~~The~~ ~~Company~~converted 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.~~765 ~~The Company had reached a settlement with the OFR in the amount~~ of its $2553,000~~. The~~ ~~Company~~note ~~was~~dated ~~unable~~January ~~to pay the settlement amount and on July 3~~5, 2017 anat ~~Order~~a ~~was~~conversion ~~entered~~price ~~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~~0. ~~Despite~~00055 ~~not being properly served the Plaintiff moved~~ for, ~~and received~~1, 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 $5390,~~000~~625 ofcommon ~~the amount sought related to services related to another entity~~shares.

On ~~November~~August 212, 2017 Power Up Lending Group, LTD. ~~filed~~converted a$770 ~~Complaint in the United States District Court for the Eastern District~~ of ~~New~~its ~~York alleging the Company has defaulted on three convertible promissory notes in the aggregate amount of~~ $~~155~~53,000~~. It~~ isnote ~~the~~dated ~~Company’s~~January ~~position~~5, ~~that~~2017 itat ~~has~~a ~~not~~conversion ~~yet~~price ~~been~~of ~~properly served with the Summons and Complaint~~$0. As00055 offor ~~the date of this report~~1,400,000 ~~not~~common ~~default or Judgment has been entered~~shares. ~~The Company hopes to be able to reach a settlement with Power Up when the Company’s financial condition permits.~~

~~NOTE~~On August 9, -2017 ~~SUBSEQUENT~~Power ~~EVENTS~~ 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 52, 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~~January 622, 2018 ~~Power~~the UpCompany ~~Lending~~issued ~~Group LTD. converted $1~~3,~~790 of its $53~~920,000 ~~note~~shares ~~dated~~for ~~January~~services 5,valued ~~2017~~ at ~~a conversion price of~~ $~~0 11 for 1~~19,~~627,273 common shares~~620.

On orMarch ~~about April 26~~6, 2018, ~~the~~Power ~~Company~~Up ~~sold~~Lending ~~173,400~~Group ~~shares~~LTD. converted $1,790 of ~~Series~~its B$53,000 ~~Preferred~~note ~~Stock~~dated ~~for~~January ~~the~~5, ~~amount~~2017 at a conversion price of $~~15,000~~0.0011 for 1,627,273 common shares

On ~~May~~March 2821, 2018~~, Fernando~~ ~~Lopez~~Power ~~resigned~~Up asLending ~~the~~Group ~~Chief~~LTD. ~~Operating~~converted ~~Officer~~$1,610 ~~and~~of ~~Director~~its $53,000 ofnote MJdated ~~Biotech~~January 5, ~~Inc.~~2017 Mrat a conversion price of $0.00099 ~~Lopez'~~for ~~resignation~~1,626,262 ~~was~~common shares.

33On 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.

~~due~~On toApril ~~personal~~3, ~~reasons~~2018 ~~and~~Power ~~did~~Up ~~not~~Lending ~~reflect~~Group ~~any~~LTD ~~concerns~~converted ~~and/or disagreements relating to MJ Biotech~~$2,440 ~~Inc.,~~of its ~~operations~~$53,000 ~~policies~~note ordated ~~practices. Simultaneous~~January ~~with is resignation~~5, ~~Mr.~~2017 ~~Lopez~~at ~~returned~~a ~~all~~conversion ~~company~~price ~~stock issued to him during the tenure~~ of ~~his~~$.0012 ~~association~~for ~~with MJ Biotech~~2,033,333 ~~Inc~~common shares.

~~ITEM~~On April 9, 2018 GHS Investments converted $1,012 of its note originally owned by Tangiers Investment Group, LLC dated March 24, 2016 at a conversion price of $0.00044 for 2,300,000 common shares.

~~CHANGES~~During INthe ~~AND~~Quarter ~~DISAGREEMENTS~~ended ~~WITH~~June ~~ACCOUNTANTS~~30, ON2018 ~~ACCOUNTING~~the ~~AND~~Company ~~FINANCIAL~~issued ~~DISCLOSURE~~Shares for services 4,875,000 valued at $24,400.

On ~~August~~Nov. 1826, ~~2016,~~2018 ~~Friedman~~Power, ~~LLP~~up ~~(“Friedman”)~~Lending ~~withdrew~~Group asLTD ~~the~~converted ~~Company’s independent registered public accounting firm. During the period from April 20~~$3,985 ~~2016 (the date~~ of ~~Friedman’s~~its ~~appointment as the Company’s independent registered public accounting firm) through the effective date of Friedman’s withdrawal~~$53,000 ~~there~~note ~~were~~dated noJanuary ~~disagreements with Friedman on any matter of accounting principles or practices~~5, or2017 ~~financial~~at ~~statement~~a ~~disclosure,~~conversion ~~which~~price ~~disagreements, if not resolved to the satisfaction~~ of ~~Friedman,~~$.0015 ~~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 Friedman was engaged. Also~~2, ~~during the same period~~656,667 ~~there~~common ~~were no matters that were either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K~~shares. We provided Friedman with a copy of this disclosure before its filing with the SEC and requested that Friedman provide us with a letter addressed to the SEC stating whether or not it agrees with the above statements. We received a letter from Friedman stating that it agrees with the above statements.

~~The~~On ~~Company’s~~Dec. ~~Board~~6, of2018 ~~Directors appointed KLJ & Associates LLP (“KLJ”) as the Company’s new independent registered public accounting firm effective as of August 18~~Power, ~~2016.~~up ~~During~~Lending ~~the~~Group ~~two~~LTD ~~most~~converted ~~recent fiscal years and through the date of engagement~~$3,445 ~~the Company did not consult with KLJ regarding either: (1) the application~~ of ~~accounting~~its ~~principles to a specified transaction~~$53,000 ~~either~~note ~~completed~~dated orJanuary ~~proposed~~5, or2017 ~~the~~at ~~type~~a ofconversion ~~audit~~price ~~opinion that might be rendered on our financial statements; or (2) any matter that was either the subject~~ of ~~a disagreement (as defined in Regulation S-K Item 304(a)(1) (v))~~$.0013 ~~Prior~~for ~~to engaging KLJ~~2,657,692 ~~KLJ~~common did not provide the Company with either written or oral advice that was an important factor considered by our Company in reaching a decision to change our independent registered public accounting firm from Friedman to KLJshares.

On orDec. ~~about October 18~~17, ~~2017,~~2018 ~~KLJ & Associates LLP (“KLJ”) withdrew as the Company’s independent registered public accounting firm as it has sold its audit practice. During the period from August 18~~Power, ~~2016~~up ~~(the~~Lending ~~date~~Group ofLTD ~~KLJ’s~~converted ~~appointment as the Company’s independent registered public accounting firm) through the effective date of KLJ’s withdrawal~~$3,190 ~~there were no disagreements with KLJ on any matter~~ of ~~accounting~~its ~~principles or practices~~$53,000 ornote ~~financial~~dated ~~statement~~January ~~disclosure~~5, ~~which~~2017 ~~disagreements,~~at ifa ~~not~~conversion ~~resolved~~price ~~to the satisfaction~~ of ~~KLJ,~~$.0012 ~~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. Also during the same period~~2,658,333 ~~there~~common ~~were no matters that were either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K~~shares. We provided KLJ with a copy of this disclosure before its filing with the SEC and requested that KLJ provide us with a letter addressed to the SEC stating whether or not it agrees with the above statements. We received a letter from KLJ stating that it agrees with the above statements.

~~New~~On ~~Independent~~Dec. ~~Accountants~~21, 2018 Power, up Lending Group LTD converted $2,735 of its $53,000 note dated January 5, 2017 at a conversion price of $.00103 for 2,655,340 common shares.

~~The~~On ~~Company’s~~Dec. ~~Board of Directors appointed Fruci & Associates II~~24, ~~PLLP~~2018 ~~(“Fruci”) as the Company’s new independent registered public accounting firm effective as of October 23~~Power, ~~2017.~~up ~~During~~Lending ~~the~~Group ~~two~~LTD ~~most~~converted ~~recent fiscal years and through the date of engagement~~$2,740 ~~the Company did not consult with Fruci regarding either: (1) the application~~ of ~~accounting~~its ~~principles to a specified transaction~~$53,000 ~~either~~note ~~completed~~dated orJanuary ~~proposed~~5, or2017 ~~the~~at ~~type~~a ofconversion ~~audit~~price ~~opinion that might be rendered on our financial statements; or (2) any matter that was either the subject~~ of ~~a disagreement (as defined in Regulation S-K Item 304(a)(1) (v))~~$.00103 ~~Prior~~for ~~to engaging Fruci~~2,660,194 ~~Fruci~~common did not provide the Company with either written or oral advice that was an important factor considered by our Company in reaching a decision to change our independent registered public accounting firm from KLJ to Frucishares.

~~ITEM~~NOTE ~~9A.~~6 PREFERRED STOCK

~~CONTROLS AND PROCEDURES.~~ 33

~~Evaluation~~As of ~~Disclosure~~December ~~Controls~~31, 2018, the Company had 4,000 Preferred A shares, 5,109,700 Preferred B shares and ~~Procedures~~160,000 Preferred C shares. All issued and outstanding Preferred shares have a par value $.0001 per shares.

WeDuring ~~maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under~~ the ~~Securities~~year ~~Exchange~~ended ~~Act~~December of31, ~~1934. In designing and evaluating our disclosure controls and procedures~~2014, ~~our~~the ~~management~~Company ~~recognized~~sold ~~that disclosure controls and procedures~~$5,000 noprincipal ~~matter~~amount ~~how~~of ~~well~~Series ~~conceived~~“A” ~~and~~5% ~~operated,~~Cumulative ~~can~~Convertible ~~provide~~Preferred ~~only reasonable~~Stock, ~~not~~at ~~absolute,~~a ~~assurance~~price ~~that the objectives~~ of ~~disclosure~~$1.25 ~~controls~~per ~~and procedures are met~~Share. ~~Additionally,~~These inShares ~~designing~~bear ~~disclosure~~annual ~~controls~~cumulative ~~and~~dividends ~~procedures~~of 5%, ~~our~~payable ~~management~~at ~~necessarily~~the ~~was~~option ~~required~~of tothe ~~apply~~Company ~~its judgment~~ in ~~evaluating~~cash ~~the~~or ~~cost-benefit~~Shares ~~relationship~~ of ~~possible~~Common ~~disclosure controls and procedures~~Stock. ~~The~~At ~~design of any disclosure controls and procedures also is based in part upon certain assumptions about~~ the ~~likelihood~~option of ~~future~~the ~~events~~holder, ~~and~~beginning ~~there~~one ~~can~~year befrom nothe ~~assurance~~date ~~that~~of ~~any~~issuance ~~design~~the ~~will~~Shares ~~succeed~~are inconvertible ~~achieving~~into ~~its~~Shares ~~stated goals under all potential future conditions. Our management, with the participation~~ of ~~our~~Common ~~principal~~Stock ~~executive~~at ~~and~~a ~~principal~~price ~~financial officer, evaluated the effectiveness~~ of ~~our~~$1.25 ~~disclosure~~per ~~controls~~ Share.

34Of the Preferred B shares that were issued during the year ended 2018, 660,000 were issued to current Officers and members of the Board of Directors. Each preferred series B is convertible into 100 shares of the company’s common stock.

~~and~~On ~~procedures~~or asabout ofNovember ~~the end of the period covered by this Annual Report. Based on that evaluation~~19, ~~our Chief Executive Officer who also serves as our Chief Financial Officer~~2018, ~~concluded that our disclosure controls and procedures as of~~ the ~~end~~Company ofissued ~~the period covered by the Annual Report were not effective to ensure that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded~~1, ~~processed~~328,000 ~~summarized~~shares ~~and~~of ~~reported~~Series ~~within~~B ~~the~~Preferred ~~time~~Stock ~~periods~~at ~~specified~~par invalue the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer who also serves as our Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure as a result of ~~material weaknesses in our internal control over financial reporting~~$0. A0001 ~~controls~~for ~~system cannot provide absolute assurance, however, that~~ the ~~objectives~~amount of ~~the~~$133 ~~controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.~~

~~Management’s~~On ~~Annual~~or ~~Report~~about onApril ~~Internal~~26, ~~Control~~2018, ~~Over~~the ~~Financial~~Company ~~Reporting~~sold 231,200 shares of Series B Preferred Stock for the amount of $15,000.

~~Our~~Prior ~~management~~to isJune ~~responsible~~30, ~~for~~2018 ~~establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under~~ the ~~Securities~~Company ~~Exchange~~issued ~~Act~~955,000 ofshares ~~1934). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability~~ of ~~financial~~Series ~~reporting~~B ~~and~~Preferred ~~the~~Stock ~~preparation of financial statements~~ for ~~external~~services ~~purposes~~valued ofat ~~accounting principles generally accepted in the United States~~$4,780.

~~Because~~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 ~~its~~the ~~inherent~~Company. ~~limitations~~On May 10, ~~internal~~2017 ~~control~~the ~~over~~provisional ~~financial~~patent ~~reporting~~was ~~may~~updated ~~not~~and ~~prevent~~refilled orincreasing ~~detect~~the ~~misstatements~~protection covering more than 10 delivery methods. ~~Therefore~~ In February 2017 the Company’s Chief Executive Officer, ~~even~~James ~~those~~M. ~~systems~~Farinella, ~~determined~~was issued 660,000 Preferred B shares. The Company agreed to beissue ~~effective~~these ~~can~~shares ~~provide~~to ~~only~~Mr. ~~reasonable~~Farinella ~~assurance~~in 2016 for him joining the Company as an Officer and Director. Mr. Farinella surrendered 120,000 Preferred B shares to pay of ~~achieving~~loans ~~their~~owed ~~control~~to ~~objectives~~three trust accounts and those trust accounts were issued 40,000 preferred C shares each. At the end of December 31, 2018 Mr. Farinella owned 1,696,400 Shares of Preferred B stock and 400,000 Shares of Preferred C stock.

~~Our~~In ~~management,~~January ~~with~~2017 the ~~participation~~Company’s ~~of our~~ Chief ~~Executive~~Operating Officer, ~~who~~Gina ~~also serves as our Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of December 31~~Morreale, ~~2017. In~~was ~~making~~issued ~~this assessment~~240,000 ~~management~~Preferred ~~used~~B ~~the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO-2013”) in Internal Control – Integrated Framework~~shares. ~~Based~~ onThe ~~this~~Company ~~assessment,~~agreed ~~our~~to ~~management~~issue ~~concluded~~these ~~that,~~shares ~~as of December 31, 2017, 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~~Ms.S. ~~generally~~Morreale ~~accepted accounting principles (GAAP) as a result of material weaknesses. In arriving at that conclusion, management identified as materials weaknesses~~ in ~~our~~2016 ~~internal~~for ~~control~~her ~~over~~joining ~~financial reporting: (1)~~ the ~~lack~~Company ~~of accounting proficiency of our Chief Executive Officer who is our sole officer and also serves~~ as ~~our~~an ~~Chief Financial~~ Officer ~~which has resulted in a reliance on part-time outside consultants to perform substantially all of our accounting functions,~~ and ~~(2)~~Director. ~~a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function~~Subsequently, ~~also~~Ms. ~~arising~~Morreale ~~from~~resigned ~~our~~as ~~Chief~~an ~~Executive~~ Officer’s ~~lack of accounting training~~ and ~~service~~Director ~~in multiple roles as well as our limited financial resources to support hiring~~ of ~~personnel~~the ~~and~~Company ~~implementation of accounting systems. During 2017 we expect to engage an outside accounting firm with expertise in both GAAP~~ and ~~SEC~~relinquished ~~reporting requirements to assist us in~~ the ~~preparation of our financial statements. However~~240,000 ~~until~~preferred ~~such~~B 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 reportingshares.

~~Changes~~Also, in ~~Internal~~January ~~Control~~2017 ~~Over~~the ~~Financial~~company ~~Reporting~~issued 660,000 shares of preferred series B shares to Raj Pamnani in relation to the RP Capital acquisition.

~~There~~In ~~were~~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 ~~changes~~voting inrights ~~our~~and ~~internal~~converts ~~control~~into ~~over~~100 ~~financial~~shares ~~reporting~~of ~~during~~common ~~the~~for ~~quarter~~every ~~ended~~preferred ~~December~~C 31share owned. Additionally, ~~2017~~these ~~that~~shares ~~have~~only ~~materially~~allow ~~affected~~the orholder to convert into common and own no more than 9.9% of the outstanding at any point in time. There are ~~reasonably~~160,000 ~~likely~~Preferred toC ~~materially~~shares ~~affect~~issued ~~our~~and ~~internal~~outstanding ~~control~~as ~~over~~of ~~financial~~December ~~reporting~~31, 2018.

~~ITEM~~NOTE ~~9B.~~7 - GOING CONCERN

~~OTHER~~The ~~INFORMATION~~Company's financial statements are prepared using Generally Accepted Accounting Principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has recently accumulated significant losses and has negative working capital. All of 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:

~~None~~We have incurred net losses of $15,298,151 since inception through December 31, 2018. The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2018 contains an explanatory paragraph regarding our ability to continue as a going concern based upon our loss from operations and working capital deficit. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to generate revenues or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company.

~~PART~~The ~~III~~Company is currently trying to raise new debt or equity to for acquisitions regarding setting up a facility for the manufacturing nutraceutical Tea’s and Herb’s infused with CBD oils and powders If the Company is not successful in the development and implementation of a concept which produces positive cash flows from operations, the Company may be forced to continue to raise additional equity or debt financing to fund its ongoing obligations or risk ceasing doing business.

~~ITEM~~There 10can be no assurance that the Company will be able to achieve its business plans, raise any more required capital or secure the financing necessary to achieve its current operating plan. The ability of the Company to 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.

~~DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.~~ 34

~~Identification~~NOTE of8 ~~Directors~~– COMMITMENTS ~~and~~AND ~~Executive Officers~~CONTINGENCIES

~~The~~ On ~~following~~September ~~table~~1, ~~sets~~2015, ~~forth~~the Company received notice of an Administrative Complaint filed by the ~~names~~State of ~~all~~Florida ~~current~~Office ~~directors~~of Financial Regulation (OFR) concerning certain private placement investments received by the Company during the period from 2011 to 2013 and ~~executive~~the ~~officers~~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 ~~These~~submissions ~~persons~~were ~~will~~presented ~~serve~~to ~~until~~the OFR and the ~~next~~OFR ~~annual~~designated ~~meeting~~hearing officer has rendered a recommendation that the Company should be fined in the amount of $980,000. The Company had reached a settlement with the ~~stockholders~~OFR orin ~~until~~the ~~their~~amount ~~successors~~of ~~are~~$25,000. The ~~elected~~Company orwas ~~appointed~~unable to pay the settlement amount and ~~qualified~~on July 3, or2017 ~~their~~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, June 27, 2019 no Judgment has been entered. When the Company has the resources available it will contact the OFR to try to resurrect the prior ~~resignation~~settlement. orThe ~~termination~~Company believes that it is likely that the previous offer of $25,000 will be accepted. This potential debt of $25,000 is included in account payable on the balance sheet

Name		Age		Positions
Maxine C. Pierson		72		CEO, CFO and Director

~~Maxine~~On C.November ~~Pierson~~21, ~~has~~2017 ~~been~~Power ~~involved~~Up inLending ~~both~~Group, ~~for profit and nonprofit corporate management~~LTD. ~~Ms.~~(“Power ~~Pierson~~Up”) ~~has~~filed ~~been~~a ~~involved~~Complaint in ~~International~~the ~~trade~~United ~~working~~States ~~with~~District ~~the~~Court ~~Export-Import~~for ~~Bank.~~the ~~She~~Eastern ~~was~~District aof ~~Commissioner~~New onYork alleging the ~~Economic~~Company ~~Development~~has ~~Commission.~~defaulted ~~She~~on ~~has~~three ~~been~~convertible apromissory ~~corporate~~notes ~~and~~in ~~government~~the ~~staff~~aggregate ~~development~~amount ~~specialist,~~of ~~curriculum creator~~$155,000. It ~~trainer~~is ~~and~~the ~~staff~~Company’s ~~development~~position ~~specialist,~~that ~~conductor~~it ofhas ~~statewide~~not ~~workshops.~~yet ~~Ms.~~been ~~Pierson~~properly ~~was~~served with the ~~innovator~~Summons ~~of child support~~ and ~~collections~~Complaint. On ~~systems~~January on7, a2019 ~~state-wide~~Power ~~level.~~Up ~~She~~obtained is(the aCompany ~~Member~~feels ~~Palm~~improperly) ~~Beach Round Table,~~ a ~~Rotarian,~~Judgment ~~and~~in athe ~~Chamber~~amount of ~~Commerce Member~~$163,569. Ms96. This ~~Pierson~~ is ~~also~~recorded ~~involved~~on in the ~~Citizens~~Balance ~~League Transportation~~Sheet ~~Committee,~~as ~~Foreign~~notes ~~Policy~~and ~~Association,~~accrued ~~Member~~interest. ~~Palm~~The ~~Beach~~Company ~~Center~~intends ~~for~~to ~~Nonprofit~~file ~~Excellence,~~a ~~-nonprofit~~motion ~~performance~~to ~~auditor~~vacate ~~for~~the ~~many~~Judgment ~~years. Ms.~~when ~~Pierson~~it ~~also~~ has afunds BAto ~~degree~~do inso. ~~Liberal~~As ~~Arts~~of ~~from~~June ~~Milwaukee~~27, ~~Downer~~2019, ~~College~~the ~~Liberal~~date ~~Arts~~of anthis MAReport: ~~degree~~Power inUp ~~Public~~Lending ~~Administration~~Group, ~~from~~LTD ~~Rochville~~converted ~~University~~over ~~and~~$101,515 aof BSprincipal ~~degree~~and ininterest ~~Paralegal~~leaving ~~Studies~~a ~~from~~Judgment ~~Southern~~balance ~~Christian~~of ~~University~~$62,054.96.

~~There~~NOTE ~~are~~9 no- ~~family~~SUBSEQUENT ~~relationships~~EVENTS ~~among our directors and executive officers.~~

~~Director~~During ~~Qualifications~~the Quarter Ended March 31, ~~Committees~~2019 ofPower ~~our~~Up ~~Board~~Lending ofGroup, ~~Directors~~Ltd ~~and~~converted ~~the~~$ ~~Role~~101,515 of ~~our~~is ~~Board~~Convertible inDebt ~~Risk~~into ~~Oversight~~124,409,480 unrestricted Common Shares

~~Director~~During ~~qualifications~~the Quarter Ended March 31, 2019 Vista Capital Investments LLC converted $ 5,700 of is Convertible Debt into 9,500,000 unrestricted Common Shares

~~The~~During ~~following~~the isQuarter aEnded ~~discussion~~March ~~for~~31, ~~each~~2019 ~~director~~GHS ofInvestments, ~~the~~LLC ~~specific~~converted ~~experience,~~$ ~~qualifications~~5,300 ~~attributes~~of oris ~~skills~~Convertible ~~that~~Debt ~~led~~into ~~our~~10,600,000 ~~Board~~unrestricted toCommon ~~conclude that the individual should be serving as a director of our company.~~ Shares

~~Maxine~~During C.the ~~Pierson~~Quarter –Ended ~~Ms.~~March ~~Pierson’s~~31, ~~extensive~~2019 ~~experience~~Auctus asFund aLLC ~~business~~converted ~~consultant~~$ ~~and~~2946 ~~as the founder~~ of ~~small~~is ~~companies~~Convertible ~~were~~Debt ~~factors~~into ~~considered~~8,929,200 byunrestricted ~~the~~Common ~~Board in making their recommendation.~~Shares

InDuring ~~addition to~~ the ~~each~~Quarter ofEnded ~~the~~March ~~individual skills and background described above~~31, ~~the~~2019 ~~Board also concluded that each of these individuals will continue to provide knowledgeable advice to our other directors and to senior management on numerous issues facing our company and~~11, ~~on the development~~000,000 ~~and~~Common ~~execution~~Shares ofwere ~~our~~issued ~~strategy~~for services.

~~Committees~~On February 3, 2019, the Company executed a non-binding Letter of ~~our~~Intent ~~Board~~to acquire an operating Hemp Extraction CBD operating company. The Letter of ~~Directors~~Intent was accepted by the current owners of the Hemp Extraction CBD operating company.

WeOn ~~have~~February ~~not~~4, ~~established any committees of our board of directors~~2019, ~~including~~the anCompany ~~Audit~~executed ~~Committee,~~ a ~~Compensation~~non-binding ~~Committee~~Letter orof aIntent ~~Nominating~~to ~~Committee,~~acquire ~~any~~an ~~committee~~operating ~~performing~~Hemp aExtraction ~~similar~~CBD ~~function~~operating company. The ~~functions~~Letter of ~~those~~Intent ~~committees~~was ~~are~~accepted ~~being~~by ~~undertaken~~the bycurrent ~~Board~~owners of ~~Directors~~the asHemp aExtraction ~~whole.~~CBD Weoperating ~~have only recently expanded our Board and we expect to establish Audit, Compensation and Nominating Committees in the future~~company.

WeOn doFebruary ~~not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders~~4, ~~including~~2019 the ~~minimum~~Company ~~qualifications~~terminated ~~for director candidates, nor has our Board of Directors established~~ a ~~process~~Letter ~~for identifying and evaluating director nominees, nor do we have a policy regarding director diversity. We have not adopted a policy regarding the handling~~ of ~~any~~Intent ~~potential~~agreement ~~recommendation of director candidates by our stockholders, including the procedures~~ to bepurchase ~~followed. Our Board has not considered or adopted any of these policies, as we have never received~~ a ~~recommendation~~Cannabis ~~from~~Farm ~~any~~located ~~stockholder for any candidate to serve on our Board of Directors. Given our relative size, we do not anticipate that any of our stockholders will make such a recommendation~~ in ~~the near future~~Oregon. ~~While~~This ~~there~~agreement ~~have~~to ~~been~~purchase nowas ~~nominations~~entered ofinto ~~additional~~October ~~directors proposed~~15, ~~in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees~~2018. In considering a director nominee, it is likely that our Board will consider the professional and/or educational background of any nominee with a view towards how this person might bring a different viewpoint or experience to our Board.

~~Our~~On ~~securities~~March ~~are~~11, ~~not~~2019 ~~quoted~~the onCompany anentered ~~exchange~~into ~~that~~a ~~has~~$36,000 ~~requirements~~12% ~~that~~Convertible aPromissory ~~majority~~Note ofwith ~~our~~Auctus ~~Board~~Fund, ~~members~~LLC, bea ~~independent~~non-affiliate. The ~~and~~term weis ~~are~~for ~~not~~nine ~~currently~~months, ~~otherwise~~with ~~subject~~an tooriginal ~~any~~issuance ~~law~~discount of $6,250 ~~rule~~for ordue ~~regulation~~diligence ~~requiring~~and ~~that~~legal ~~all~~costs. The orNote ~~any~~is ~~portion~~convertible at the option of ~~our~~the ~~Board~~Holder into Common Stock of ~~Directors~~the ~~include~~Company ~~“independent”~~at ~~directors,~~a ~~nor~~conversion ~~are~~price wewhich ~~required~~shall tobe ~~establish~~equal orto ~~maintain~~the anlower ~~Audit~~of ~~Committee~~$.09 or ~~other~~50% ~~committee~~of the lowest trading price of ~~our~~the ~~Board~~Company’s Common Stock during the 25 trading days prior to the election to convert. See Note 4 for discussion of ~~Directors~~the derivative liability.

~~Board~~On ~~oversight~~May 8, 2019 the Company and VideoKall, Inc. Signed Letter of Intent for a Strategic Partnership in ~~risk~~Telehealth ~~management~~which manufactures CLINICSTOP which is and unmanned Micro telehealth clinic.

InOn ~~June~~May ~~2017~~13, ~~Maxine~~2019 ~~Pierson assumed~~ the ~~position~~Company ofentered ~~Chief~~into ~~Executive~~a ~~Officer,~~new ~~Chief~~Loan ~~Financial~~agreement ~~Officer~~for ~~and~~$50,395 ~~Chairman~~consolidating $13,000 of ~~the~~current ~~Board. We~~loans doat ~~not~~an ~~have~~interest arate ~~“lead”~~of ~~independent~~6% ~~director.~~per annum.

36On May 16, 2019 the Company moved its principal executive offices from Wyoming to Florida

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including liquidity risk, operational risk, strategic risk and reputation risk. Because our Board is comprised of members of our management, these individuals are responsible for both the day-to-day management of the risks we face as well as the responsibility for the oversight of risk management.35

~~Code~~In ofaccordance ~~Ethics~~with ASC 855, the Company has analyzed its operations subsequent to December 31, 2018 through the date these financial statements were issued, and ~~Business~~has ~~Conduct~~determined that it does not have any other material subsequent events to disclose in these financial statements.

WeITEM ~~have~~9. ~~adopted~~CHANGES aIN ~~Code~~AND ofDISAGREEMENTS ~~Business~~WITH ~~Conduct~~ACCOUNTANTS ~~and~~ON ~~Ethics,~~ACCOUNTING ~~which~~AND ~~applies~~FINANCIAL ~~to our Board of Directors, our executive officers and our employees, outlines the broad principles of ethical business conduct we adopted, covering subject areas such as:~~DISCLOSURE.

·None

~~compliance~~ITEM ~~with~~9A. ~~applicable~~CONTROLS ~~laws~~AND ~~and~~PROCEDURES. ~~regulations,~~

·Evaluation of Disclosure Controls and Procedures

~~handling~~We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of ~~books~~1934. In designing and ~~records~~evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily 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 is based 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 principal executive and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period 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 the Annual Report were not effective 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 reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer who also serves as our Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure as a result of material weaknesses in our internal control over financial reporting. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

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

~~public~~Our ~~disclosure~~management is responsible for establishing and maintaining adequate internal control over financial reporting, (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.

·Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

~~insider~~Our ~~trading~~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 December 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 December 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 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 2019 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

~~discrimination and harassment,~~36

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

~~health~~ITEM ~~and~~9B. ~~safety,~~OTHER INFORMATION

·None.

~~conflicts~~PART ~~of interest,~~III

·ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

~~competition~~Identification ~~and~~of ~~fair~~Directors ~~dealing,~~ and Executive Officers

·The following table sets forth the names of all current directors and executive officers of the Company. These persons will serve until the next annual meeting of the stockholders or until their successors are elected or appointed and qualified, or their prior resignation or termination.

protection of company assets.


Name	Age	Positions

Maxine C. Pierson	74	CEO, CFO and Director

WeMaxine ~~have~~C. ~~previously~~Pierson ~~filed~~has abeen ~~copy~~involved ofin ~~our~~both ~~Code~~for ofprofit ~~Business~~and ~~Conduct~~nonprofit ~~and~~corporate ~~Ethics~~management. AMs. ~~copy~~Pierson ofhas ~~our~~been ~~Code~~involved ofin ~~Business~~International ~~Conduct~~trade working with the Export-Import Bank. She was a Commissioner on the Economic Development Commission. She has been a corporate and ~~Ethics~~government isstaff ~~available~~development ~~without~~specialist, ~~charge~~curriculum creator, totrainer ~~any~~and ~~person~~staff ~~desiring~~development aspecialist, ~~copy~~conductor of statewide workshops. Ms. Pierson was the ~~Code~~innovator of ~~Business~~child ~~Conduct~~support and ~~Ethics~~collections systems on a state-wide level. She is a Member Palm Beach Round Table, bya ~~written~~Rotarian, ~~request~~and toa usChamber atof ~~our~~Commerce ~~principal~~Member. ~~offices~~Ms. atPierson ~~109~~is ~~East~~also ~~17th~~involved ~~Street~~in ~~Suite~~the 80Citizens League Transportation Committee, ~~Cheyenne~~Foreign Policy Association, WYMember ~~82001~~Palm Beach Center for Nonprofit Excellence, -nonprofit performance auditor for many years. Ms. Pierson also has a BA degree in Liberal Arts from Milwaukee Downer College Liberal Arts an MA degree in Public Administration from Rochville University and a BS degree in Paralegal Studies from Southern Christian University

~~Director~~There ~~compensation~~are no family relationships among our directors and executive officers.

WeDirector ~~have~~Qualifications, ~~established~~Committees ~~standard~~of ~~compensation arrangements for~~ our ~~directors and the compensation payable to each individual for their service on our~~ Board ~~is determined from time to time by our board~~ of ~~directors~~Directors ~~based~~and ~~upon~~ the ~~amount~~Role of ~~time expended by each of the directors on~~ our ~~behalf.~~Board ~~Our directors were not compensated for their services~~ in ~~2017.~~Risk Oversight

~~Compliance~~Director ~~with Section 16(a) of the Exchange Act~~qualifications

~~Our~~The ~~shares~~following ofis ~~common~~a ~~stock~~discussion ~~are~~for ~~registered~~each ~~under~~director ~~the Securities Exchange Act~~ of ~~1934, and therefore our executive officers and directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with~~ the ~~SEC~~specific ~~initial~~experience, ~~statements of beneficial ownership~~qualifications, ~~reports~~attributes ofor ~~changes~~skills inthat ~~ownership~~led ~~and annual reports concerning their ownership of~~ our ~~common~~Board ~~shares~~to ~~and~~conclude ~~other~~that ~~equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% stockholders are required by~~ the ~~Securities~~individual ~~and~~should ~~Exchange~~be ~~Commission~~serving ~~regulations~~as ~~to furnish us with copies of all Section 16(~~a) ~~reports~~director ~~they file. Based on our review~~ of ~~the copies of such forms received by us, and to the best of~~ our ~~knowledge, all executive officers, directors and persons holding greater than 10% of our issued and outstanding stock have filed the required reports in a timely manner during 2015~~company.

~~ITEM~~Maxine 11C. Pierson – Ms. Pierson’s extensive experience as a business consultant and as the founder of small companies were factors considered by the Board in making their recommendation.

~~EXECUTIVE~~In ~~COMPENSATION.~~addition to the each of the individual skills and background described above, the Board also concluded that each of these individuals will continue to provide knowledgeable advice to our other directors and to senior management on numerous issues facing our company and, on the development, and execution of our strategy.

~~The~~Committees ~~following~~of ~~table~~our ~~summarizes~~Board ~~all~~of ~~compensation recorded by us in 2017 and 2016 for:~~Directors

·We have not established any committees of our board of directors, including an Audit Committee, a Compensation Committee or a Nominating Committee, any committee performing a similar function. The functions of those committees are being undertaken by Board of Directors as a whole. We have not expanded our Board and therefore have yet to establish an Audit, Compensation and or Nominating Committees.

~~our principal executive officer or other individual serving in a similar capacity,~~37

·We do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees, nor do we have a policy regarding director diversity. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies, as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given our relative size, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees. In considering a director nominee, it is likely that our Board will consider the professional and/or educational background of any nominee with a view towards how this person might bring a different viewpoint or experience to our Board.

~~our~~Our ~~most~~securities ~~highly~~are ~~compensated~~not ~~executive~~quoted ~~officers~~on ~~other~~an ~~than~~exchange that has requirements that a majority of our ~~principal~~Board ~~executive~~members ~~officer~~be ~~who~~independent ~~were~~and ~~serving~~we asare ~~executive~~not ~~officers~~currently atotherwise ~~December~~subject 31to any law, ~~2017~~rule asor regulation requiring that ~~term~~all isor ~~defined~~any ~~under~~portion ~~Rule~~of ~~B-7~~our Board of ~~the~~Directors ~~Securities~~include ~~Exchange~~“independent” ~~Act~~directors, nor are we required to establish or maintain an Audit Committee or other committee of ~~1934,~~our ~~and~~Board of Directors.

37Board oversight in risk management

~~For~~In ~~definitional~~June ~~purposes~~2017, ~~these~~Maxine ~~individuals~~Pierson ~~are~~assumed ~~sometimes~~the ~~referred~~position toof asChief ~~the~~Executive ~~“named~~Officer, ~~executive~~Chief ~~officers.”~~Financial ~~Change~~Officer ~~the~~and ~~name~~Chairman of the ~~chart~~Board. We ~~below~~do ~~and~~not ~~compensation~~have a “lead” independent director.

~~SUMMARY~~Risk ~~COMPENSATION~~is ~~TABLE~~inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including liquidity risk, operational risk, strategic risk and reputation risk. Because our Board is comprised of members of our management, these individuals are responsible for both the day-to-day management of the risks we face as well as the responsibility for the oversight of risk management.

Name and principal position		Year		Salary ($)	Bonus ___($)__________							Stock Awards ($)				Option Awards ($)			No Equity Incentive Plan Compensation ($)				Non- qualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
Maxine C.. Pierson		2017		0 0									0				0			0				0				0				0

Code of Ethics and Business Conduct

~~Maxine~~We ~~Pierson~~have ~~served~~adopted asa ~~our~~Code ~~Chief~~of ~~Executive~~Business ~~Officer~~Conduct ~~from~~and ~~June 27~~Ethics, ~~2017~~which applies to ~~present~~our Board of Directors, ~~and~~our asexecutive aofficers ~~Director,~~and ~~Chairman~~our ofemployees, outlines the ~~Board~~broad principles of ~~Directors~~ethical business conduct we adopted, ~~until~~covering ~~present.~~subject areas such as:

~~How the executive’s compensation is determined~~·

Wecompliance ~~are not a party to an employment agreement~~ with ~~Maxine~~applicable ~~Pierson~~laws our current Chief Executive Officer. Our executive’s compensation is paid in the form of a Common Shares of stock of MJ Biotech, Inc. The salary, is determined by our board of directors of which they are both members. The Board considered a number of factors in determining their compensation including the scope of their duties and responsibilities to our company and the time they devote to our business. The Board did not consult with any experts or other third parties in fixing the amount of their compensation. The amount of compensation payable to them can be increased at any time upon the determination of the board of directors.regulations,

~~Outstanding Equity Awards at Fiscal Year End~~·

~~The~~handling ~~following~~of ~~table~~books ~~provides information concerning unexercised options, stock that has not vested~~ and ~~equity incentive plan awards for each named executive officer outstanding as of December 31~~records, ~~2017:~~

	OPTION AWARDS					STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Maxine Pierson	0	0	0	0	0	1,000 0	0	0	0

~~ITEM~~public ~~12.~~disclosure reporting,

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.~~ ·

Asinsider ~~of December 31~~trading, 2017, we had two classes of voting stock; Common Stock and Preferred B Stock. The common stock votes one share of Common Stock equals one (1) vote. The preferred B stock votes one share of Preferred B equals one thousand (1,000) votes. The following table sets forth information regarding the beneficial ownership of our common stock as of December 31, 2017 as held by:

~~each person known by us to be the beneficial owner of more than 5% of our common stock;~~·

·discrimination and harassment,

~~each of our directors;~~·

·health and safety,

~~each of our named executive officers; and~~·

·conflicts of interest,

~~our named executive officers, directors and director nominees as a group.~~·

~~Unless~~competition ~~otherwise~~and ~~indicated,~~fair ~~the business address of each person listed is in care of 109 East 17th Street~~dealing, ~~Suite 80 Cheyenne, WY.~~and

38·

~~The~~protection ~~percentages in the table have been calculated on the basis~~ of ~~treating~~company as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that dateassets. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.

Name and Address of Beneficial Owner	Shares		%
CEDE & CO		19,609,661		60.7%
PO BOX 222 BOWLING GREEN STAT NEW YORK, NY NEW YORK US

We have previously filed a copy of our Code of Business Conduct and Ethics. A copy of our Code of Business Conduct and Ethics is available without charge, to any person desiring a copy of the Code of Business Conduct and Ethics, by written request to us at our principal offices at 4784 North Congress Ave. Suite 1102, Boynton Beach, Florida, 33426.

~~———————~~Director compensation

~~ITEM~~We 13have established standard compensation arrangements for our directors and the compensation payable to each individual for their service on our Board is determined from time to time by our board of directors based upon the amount of time expended by each of the directors on our behalf. Our directors were not compensated for their services in 2018.

~~CERTAIN~~Compliance ~~RELATIONSHIPS~~with ~~AND~~Section ~~RELATED~~16(a) ~~TRANSACTIONS,~~of ~~AND~~the ~~DIRECTOR~~Exchange ~~INDEPENDENCE.~~ Act

~~Transactions~~Our shares of common stock are registered under the Securities Exchange Act of 1934, and therefore our executive officers and directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with ~~Related~~the ~~Persons~~SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other

~~Management Services~~38

Asequity ofsecurities, ~~December~~on 31Forms 3, ~~2017~~4 and 5 respectively. Executive officers, directors and greater than 10% stockholders are required by the ~~company~~Securities ~~owes~~and ~~Integrated~~Exchange ~~Capital~~Commission ~~Partners,~~regulations ~~Inc.~~to furnish us with copies of all Section 16(~~Nevada~~a) ~~$70,596~~reports inthey ~~expenses~~file. ~~paid~~Based ~~for~~on our review of the ~~Company.~~copies ~~The~~of ~~Company’s~~such ~~former~~forms ~~CEO~~received ~~(James~~by ~~Farinella)~~us, isand to the ~~controlling~~best ~~shareholder~~ of ~~Integrated~~our ~~Capital~~knowledge, ~~Partners~~all executive officers, ~~Inc.~~directors ~~(Nevada)~~and persons holding greater than 10% of our issued and outstanding stock have filed the required reports in a timely manner during 2018.

InITEM February 2017 the Company’s 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 the Company11. OnEXECUTIVE ~~May~~AND ~~10,~~DIRECTORS ~~2017~~COMPENSATION 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 Farinella also retired 8,425,000 common shares and now owns no common shares of the Company. As of December 31, 2017, the Company owes James M. Farinella the previous CEO, $3,036 in expenses paid for the Company.

~~In February 2017 the Company’s Chief Operating Officer, Gina Morreale, was issued 240,000 Preferred B shares.~~ The ~~Company~~following ~~agreed~~table tosummarizes ~~issue~~Executive ~~these~~compensation ~~shares~~recorded toby ~~Miss Morreale in 2016 for her joining~~ the Company asin an2018 ~~Officer~~ and ~~Director.~~2017 ~~Subsequently, Gina Morreale resigned as an officer and director of the Company and relinquished the 240,000 preferred B shares.~~for:

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.·

~~Revenue~~our principal executive officer or other individual serving in a similar capacity,

~~In November and December of 2016, the Company sold 50 bottles of LUNA at $20 per bottle for a total of $1,000.~~·

~~Director~~our ~~Independence~~most highly compensated executive officers other than our principal executive officer who were serving as executive officers at December 31, 2018 as that term is defined under Rule B-7 of the Securities Exchange Act of 1934, and

~~There~~For definitional purposes, these individuals are nosometimes ~~independent~~referred ~~directors~~to as the “named executive officers.” Change the name of the chart below and compensation

~~ITEM~~SUMMARY ~~14.~~COMPENSATION TABLE

PRINCIPAL ACCOUNTING FEES AND SERVICES.


Name and principal position officer	Year	Salary ($)	Bonus ___($)__________		Stock Awards ($)		Option Awards ($)		No Equity Incentive Plan Compensation ($)		Non- qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

Maxine C. Pierson	2017	0		0		0		0		0		0		0		0
Maxine C. Pierson	2018	2,000		0		0		0		0		0		0		2,000

The following is a summary of the fees billed to us by our principal accountants 2017 Audit.

Name and principal position director	Year	Salary ($)	Bonus ___ ($)__________		Stock Awards ($)		Option Awards ($)		No Equity Incentive Plan Compensation ($)		Non- qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

Maxine C. Pierson	2017	0		0		0		0		0		0		0		0
Maxine C. Pierson	2018	100		0		0		0		0		0		6,700		6,700

Fee Category	2017
Audit Fees	$	12,500
Audit-related Fees	$	0
Tax Fees	$	0
All Other Fees	$	0
Total Fees	$	12,500

Maxine Pierson served as our Chief Executive Officer from June 27, 2017 to present, and as a Director, Chairman of the Board of Directors, to date.

39Currently the Director receives 1,000,000 common shares per year.

~~Changes~~How inthe ~~Registrant~~executive’s ~~Certifying~~compensation ~~Accountant.~~is determined

OnWe ~~August~~are ~~18,~~not ~~2016,~~a ~~Friedman,~~party ~~LLP~~to ~~(“Friedman”)~~an ~~withdrew~~employment asagreement ~~the~~with ~~Company’s~~Maxine ~~independent~~Pierson ~~registered~~our ~~public~~current ~~accounting~~Chief ~~firm~~Executive Officer. ~~During~~Our ~~the~~executive’s ~~period~~compensation ~~from~~is ~~April~~paid ~~20,~~in ~~2016 (~~the ~~date~~form of ~~Friedman’s~~a ~~appointment~~Common asShares ~~the~~and ~~Company’s~~Preferred ~~independent~~shares ~~registered~~MJ ~~public~~Biotech, ~~accounting~~Inc., ~~firm) through the effective date~~ of ~~Friedman’s~~stock. ~~withdrawal,~~The ~~there~~salary ~~were~~is nodetermined ~~disagreements~~by ~~with~~our ~~Friedman~~board onof ~~any~~directors ~~matter~~ of ~~accounting~~which ~~principles~~she oris ~~practices,~~a ormember. ~~financial~~The ~~statement~~Board ~~disclosure,~~considered ~~which~~a ~~disagreements,~~number ~~if not resolved to the satisfaction~~ of ~~Friedman,~~factors ~~would~~in ~~have~~determining ~~caused~~their itcompensation toincluding ~~make reference to~~ the ~~subject~~scope ~~matter~~ of ~~such~~their ~~disagreements~~duties inand ~~any~~responsibilities ~~future~~to ~~report on~~ our ~~financial~~company ~~statements~~and ~~for~~the ~~any~~time ~~periods~~they ~~during~~devote ~~which~~to ~~Friedman~~our ~~was engaged~~business. ~~Also~~The ~~during~~Board ~~the~~did ~~same~~not ~~period,~~consult ~~there~~with ~~were~~any noexperts ~~matters that were either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K~~ or aother ~~reportable~~third ~~event~~parties ~~as described~~ in ~~Item~~fixing ~~304(a)(1)(v)~~the amount of ~~Regulation~~their ~~S-K~~compensation. WeThe ~~provided~~amount ~~Friedman with a copy~~ of ~~this~~compensation ~~disclosure~~payable ~~before its filing with the SEC and requested that Friedman provide us with a letter addressed~~ to ~~the~~them ~~SEC~~can ~~stating~~be ~~whether~~increased orat ~~not~~any ittime ~~agrees~~upon ~~with~~ the ~~above~~determination ~~statements.~~of ~~We received a letter from Friedman stating that it agrees with~~ the ~~above~~board ~~statements.~~of directors.

The Company’s Board of Directors appointed KLJ & Associates LLP (“KLJ”) as the Company’s new independent registered public accounting firm effective as of August 18, 2016. During the two most recent fiscal years and through the date of engagement, the Company did not consult with KLJ regarding either: (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements; or (2) any matter that was either the subject of a disagreement (as defined in Regulation S-K Item 304(a)(1) (v)). Prior to engaging KLJ, KLJ did not provide the Company with either written or oral advice that was an important factor considered by our Company in reaching a decision to change our independent registered public accounting firm from Friedman to KLJ. 39

OnOutstanding orEquity ~~about~~Awards ~~October~~at ~~18,~~Fiscal ~~2017,~~Year KLJ & Associates LLP (“KLJ”) withdrew as the Company’s independent registered public accounting firm as it has sold its audit practice. During the period from August 18, 2016 (the date of KLJ’s appointment as the Company’s independent registered public accounting firm) through the effective date of KLJ’s withdrawal, there were no disagreements with KLJ on any matter of accounting principles or practices, or 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. Also during the same period, there were no matters that were either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K. We provided KLJ with a copy of this disclosure before its filing with the SEC and requested that KLJ provide us with a letter addressed to the SEC stating whether or not it agrees with the above statements. We received a letter from KLJ stating that it agrees with the above statements. End

~~New~~The ~~Independent~~following ~~Accountants.~~table provides information concerning unexercised options, stock that has not vested and equity incentive plan awards for each named executive officer outstanding as of December 31, 2018:

The Company’s Board of Directors appointed Fruci & Associates II, PLLP (“Fruci”) as the Company’s new independent registered public accounting firm effective as of October 23, 2017. During the two most recent fiscal years and through the date of engagement, the Company did not consult with Fruci regarding either: (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements; or (2) any matter that was either the subject of a disagreement (as defined in Regulation S-K Item 304(a)(1) (v)). Prior to engaging Fruci, Fruci did not provide the Company with either written or oral advice that was an important factor considered by our Company in reaching a decision to change our independent registered public accounting firm from KLJ to Fruci.

		OPTION AWARDS					STOCK AWARDS
									Equity
									Incentive
								Equity	Plan
								Incentive	Awards
								Plan	Market or
			Equity					Awards	Payout
			Incentive					Number of	Value of
			Plan				Market	Unearned	Unearned
			Awards				Value	Shares,	Shares
	Number of	Number of	Number of				of Shares	Units or	Units or
	Securities	Securities	Securities				or Units	Other	Other
	Underlying	Underlying	Underlying			Number	of Stock	Rights	Rights
	Unexercised	Unexercised	Unexerdised	Option		of Shares	That	that	That
	Options	Options	Unearned	Exercised	Options	or Units	Have	Have Not	Have Not
Name	(#)	(#)	Options	Price	Expiration	of Stock	Not Vested	Vested	Vested
Date	Exercisable	Unexercisable	(#)	($)	Date	(#)	($)	(#)	(#)
Maxine Pierson
2017	0	0	0	0	0	1,000,000	0	0	0

Maxine Pierson
2018	0	0	0	0	0	1,000,000	0	0	0

~~Audit~~ITEM ~~Fees~~12. -SECURITY ~~Consists~~OWNERSHIP ofOF ~~fees~~CERTAIN ~~for~~BENEFICIAL ~~professional~~OWNERS ~~services~~AND ~~rendered~~MANAGEMENT byAND ~~our~~RELATED ~~principal~~STOCKHOLDER accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagementsMATTERS.

~~Audit-related~~As ~~Fees~~of -December ~~Consists~~31, 2018, we have classes of ~~fees~~voting ~~for~~stock; ~~assurance~~Common Stock and ~~related~~Preferred ~~services~~B byStock. ~~our~~The ~~principal~~common ~~accountants~~stock ~~that~~votes ~~are~~one ~~reasonably~~share ~~related~~of toCommon ~~the~~Stock ~~performance~~equals one (1) vote. The preferred B stock votes one share of ~~the~~Preferred ~~audit~~B orequals ~~review~~one thousand (1,000) votes. The following table sets forth information regarding the beneficial ownership of our ~~financial~~common ~~statements~~stock ~~and~~as ~~are~~of ~~not~~December ~~reported~~31, ~~under~~2018 ~~“Audit~~as ~~fees.”~~held by:

~~Tax~~each ~~Fees~~person -known ~~Consists~~by ofus ~~fees~~to ~~for~~be ~~professional~~the ~~services~~beneficial ~~rendered~~owner byof ~~our~~more ~~principal~~than ~~accountants~~5% ~~for~~of ~~tax~~our ~~compliance,~~common ~~tax advice and tax planning.~~stock;

All Other Fees - Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit fees,” “Audit-related fees,” and “Tax fees” above.·

~~Policy~~each ~~on Audit Committee Pre-Approval~~ of ~~Audit~~our ~~and Permissible Non-Audit Services of Independent Auditors~~directors;

We have not adopted an Audit Committee; therefore, there is no Audit Committee policy in this regard. However, we do require approval in advance of the performance of professional services to be provided to us by our principal accountant. Additionally, all ·

40each of our named executive officers; and

~~services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.~~·

~~PART~~our IVnamed executive officers, directors and director nominees as a group.

~~ITEM~~Unless 15otherwise indicated, the business address of each person listed is in care of 4781 North Congress Ave. Suite 1102, Boynton Beach, Florida 33426.

~~EXHIBITS.FINANCIAL~~The ~~STATEMENT~~percentages ~~SCHEDULES~~in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.

(a)(2)

Name and Address of Beneficial Owner

Shares

CEDE & CO

37,532,660

56.3%

PO BOX 222 BOWLING GREEN

NEW YORK US

~~Financial Statements. See the audited financial statements for the years ended December 31, 2017 and 2016 contained in Item 8 above.~~40

~~(b)~~———————

~~Exhibits~~Transactions with Related Persons

Exhibit Number		Description
2.1		Plan of Reorganization (incorporated by reference to the registration statement on Form 10, SEC File No. 000-54616, as filed with the SEC on March 1, 2012, as amended (the “Form 10”))
3.1		Articles of Incorporation (incorporated by reference to the Form 10)
3.2		Bylaws (incorporated by reference to the Form 10)
3.3		Certificate of Amendment to the Certificate of Incorporation
4.1		Form of “A” Warrant Agreement (incorporated by reference to the Form 10)
4.2		Form of “B” Warrant Agreement (incorporated by reference to the Form 10)
4.3		Form of “C” Warrant Agreement (incorporated by reference to the Form 10)
4.4		Form of “D” Warrant Agreement (incorporated by reference to the Form 10)
4.5		Form of “E” Warrant Agreement (incorporated by reference to the Form 10)
10.1		Asset Purchase Agreement dated October 20, 2012 between Spicy Gourmet Manufacturing, Inc. and James Palladino (incorporated by reference to the Current Report on Form 8-K as filed on October 24, 2012.)
10.2		[INTENTIONALLY OMITTED]
10.3		10% senior secured convertible note dated October 31, 2012 in the principal amount of $21,176 issued to James M. Palladino
10.4		10% senior secured convertible note dated December 31, 2012 in the principal amount of $30,208.23 issued to James M. Palladino
10.5		Form of 10% convertible promissory note
14.1		Code Conduct and Ethics
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 **

~~———————~~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 returned all company stock issued to him during the tenure of his association with MJ Biotech, Inc

*On February 21, 2018 and April 12, 2018, the company issued 1,000,000 shares of Common Stock to Maxine Pierson as compensation for her services

~~filed~~As ~~herewith~~of December 31, 2017, the company owes Integrated Capital Partners, Inc. (Nevada) $70,596 in expenses paid for the Company. The Company’s former CEO (James Farinella) is the controlling shareholder of Integrated Capital Partners, Inc. (Nevada).

**In February 2017 the Company’s 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 the Company. On May 10, 2017 the provisional patent was updated and re-filed increasing the protection covering more than 10 delivery methods. The provisional patent has since expired. 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 1,696,400 preferred B shares of the Company and 400,000 preferred C shares of the Company. James Farinella also retired 8,425,000 common shares and now owns no common shares of the Company. As of December 31, 2018, the Company owes James M. Farinella the previous CEO, $3,036 in expenses paid for the Company.

In ~~accordance~~January ~~with~~2017 ~~Regulation~~the ~~S-T~~Company’s Chief Operating Officer, ~~the~~Gina ~~XBRL-formatted~~Morreale, ~~interactive~~was ~~data~~issued ~~files~~240,000 ~~that~~Preferred ~~comprise~~B ~~Exhibit~~shares. ~~101~~The Company agreed to ~~this~~issue ~~report~~these ~~shall~~shares beto ~~deemed~~Miss ~~furnished~~Morreale in 2016 for her joining the Company as an Officer and ~~not~~Director. ~~filed~~Subsequently, Gina Morreale resigned as an officer and director of the Company and relinquished the 240,000 preferred B shares.

41Also, in January 2017 the company issued 660,000 shares of preferred series B shares to Raj Pamnani related to the RP Capital acquisition.

~~SIGNATURES~~Each preferred series B is convertible into 100 shares of the company’s common stock, for research and development services.

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

	MJ BIOTECH, INC.
August 20, 2018	By:	/s/ Maxine C. Pierson
		Maxine C. Pierson Chief Executive Officer

In January through December of 2018, the Company had no sales activity.

42Director Independence

There are no independent directors

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The following is a summary of the fees billed to us by our principal accountants 2018 Audit.

Fee Category	2018		2017
Audit Fees	$	16,600		12,500
Audit-related Fees	$	0		0
Tax Fees	$	0		0
All Other Fees	$	0		0
Total Fees	$	16,600		12,500

Independent Accountants.

The Company’s Board of Directors appointed Fruci & Associates II, PLLC (“Fruci”) as the Company’s independent registered public accounting firm effective as of October 23, 2017. During the two most recent fiscal years and through the date of engagement, the Company did not consult with Fruci regarding either: (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements; or (2) any matter that was either the subject of a disagreement (as defined in Regulation S-K Item 304(a)(1) (v)). Prior to engaging Fruci, Fruci did not provide the

Company with either written or oral advice that was an important factor considered by our Company in reaching a decision to change our independent registered public accounting firm from KLJ to Fruci.

Audit Fees - Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.

Audit-related Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees.”

Tax Fees - Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.

All Other Fees - Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit fees,” “Audit-related fees,” and “Tax fees” above.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors-We have not adopted an Audit Committee; therefore, there is no Audit Committee policy in this regard. However, we do require approval in advance of the performance of professional services to be provided to us by our principal accountant. Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.

PART IV

ITEM 15. EXHIBITS.FINANCIAL STATEMENT SCHEDULES.

(a)(2)

Financial Statements. See the audited financial statements for the years ended December 31, 2018 and 2017 contained in Item 8 above.

(b)

Exhibits. The following exhibits are filed as part of this Annual Report or incorporated by reference:

Exhibits


Exhibit Number		Description
2.1		Plan of Reorganization (incorporated by reference to the registration statement on Form 10, SEC File No. 000-54616, as filed with the SEC on March 1, 2012, as amended (the “Form 10”))
3.1		Articles of Incorporation (incorporated by reference to the Form 10)
3.2		Bylaws (incorporated by reference to the Form 10)
3.3		Certificate of Amendment to the Certificate of Incorporation
4.1		Form of “A” Warrant Agreement (incorporated by reference to the Form 10)
4.2		Form of “B” Warrant Agreement (incorporated by reference to the Form 10)
4.3		Form of “C” Warrant Agreement (incorporated by reference to the Form 10)
4.4		Form of “D” Warrant Agreement (incorporated by reference to the Form 10)
4.5		Form of “E” Warrant Agreement (incorporated by reference to the Form 10)
10.1		Asset Purchase Agreement dated October 20, 2012 between Spicy Gourmet Manufacturing, Inc. and James Palladino (incorporated by reference to the Current Report on Form 8-K as filed on October 24, 2012.)
10.2		[INTENTIONALLY OMITTED]
10.3		10% senior secured convertible note dated October 31, 2012 in the principal amount of $21,176 issued to James M. Palladino
10.4		10% senior secured convertible note dated December 31, 2012 in the principal amount of $30,208.23 issued to James M. Palladino
10.5		Form of 10% convertible promissory note


14.1		Code Conduct and Ethics

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


	MJ BIOTECH, INC.

July 10, 2019	By:	/s/ Maxine C. Pierson
		Maxine C. Pierson Chief Executive Officer

Filing Compare · MJ BIOTECH, INC.