UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

~~January~~July 1122, 2021

MJ BIOTECH, INC

(Exact name of registrant as specified in its charter)




Wyoming	000-54616	45-2282672
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

109 East 17^th Street, Suite 80

Cheyenne, Wyoming 82001

(Address of principal executive offices, including zip code)

(561) 523-3830

(Registrant’ s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 84.01. ~~Other~~Changes ~~Events.~~in Registrant’s Certifying Accountant.

On ~~December~~July 3022, ~~2020~~2021, the ~~Company~~Audit ~~entered~~Committee ~~into~~of anthe ~~agreement~~Board toof beDirectors (the a“Audit ~~supplier~~ Committee”) of ~~COVID-19~~MJ ~~IgG/IgM~~Biotech ~~Rapid~~Inc, ~~Test~~(the ~~Cassette~~“Company”) toapproved the ~~distributor~~engagement of WWC, ~~Invest~~Professional ~~Africa~~Corporation ~~Global~~(“WWC, ~~LLC~~P.C.”) as the Company’s new independent registered public accounting firm for the years ending December 31, ~~effective~~2019, ~~January~~and 1December 31, ~~2021~~2020. The change will be effective upon WWC, ~~for~~P.C. ~~territory~~completion of ~~Congo~~its ~~Brazzaville~~standard ~~and~~client ~~Democratic~~acceptance ~~Republic~~process and execution of ~~Congo~~an engagement letter. The ~~Distributor~~previous ~~will~~auditor Fruci ~~receive~~& aAssociates 3%II ~~commission~~PLLC (F&A II PLLC) resigned as the Company’s independent registered public accounting firm on ~~gross~~July ~~sales~~21, 2020.

During the years ended December 31, 2018 and 2017, and the subsequent interim period from January 31, 2018 through June 30, 2018, there were no (1) disagreements (as defined in Item ~~9.01~~304(a)(1)(iv) ~~Financial~~of ~~Statements~~Regulation S-K and ~~Exhibits~~related instructions) with F&A II PLLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of F&A II PLLC, would have caused F&A II PLLC to make reference to the subject matter of the disagreement in their reports, or (2) reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

~~Exhibit~~The ~~99.01Marketing~~audit ~~Sales~~reports ~~Distribution~~of ~~Letter,~~F&A ~~dated~~II PLLC on the Company’s consolidated financial statements as of and for the years ended December 3031, ~~2020~~2018, and 2017, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

~~SIGNATURES~~The Company has provided F&A II PLLC with a copy of the disclosures it is making in this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and has requested F&A II PLLC to furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the statements made herein, and if not, stating the reasons for their disagreement. Attached as Exhibit 99.01 is a copy of the letter of F&A II PLLC.

~~Pursuant~~During to the ~~requirements~~years ofended December 31, 2018 and 2017, and the ~~Securities~~subsequent ~~Exchange~~interim ~~Act~~period ofthrough ~~1934~~March 31, 2019, neither the ~~registrant~~Company nor anyone on its behalf has ~~duly~~consulted ~~caused~~F&A ~~this~~II ~~report~~PLLC with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be ~~signed~~rendered on ~~its~~the ~~behalf~~Company’s consolidated financial statements or the effectiveness of internal control over financial reporting, where either a written report or oral advice was provided to the Company that F&A II PLLC concluded was an important factor considered by the ~~undersigned~~Company ~~hereunto~~in ~~duly~~reaching ~~authorized.~~a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

		MJ BIOTECH, INC
Dated January 11, 2021	By:	/s/ Maxine Pierson
		Maxine Pierson
		Chief Executive Officer

Item 9.01 Financial Statements and Exhibits.

Exhibit 9916.011Letter of outgoing independent auditors.

~~MARKETING~~SIGNATURES ~~SALES DISTRIBUTION AGREEMENT~~

~~This~~Pursuant ~~Agreement~~to isthe ~~made~~requirements onof the ~~date~~Securities ~~last~~Exchange ~~signed~~Act ~~below~~of ~~by and between~~1934, MJthe ~~Biotech,~~registrant ~~Inc,~~has aduly ~~Wyoming~~caused ~~Corporation,~~this ~~located~~report atto ~~109~~be ~~East~~signed ~~17th Street,~~on ~~Suite~~its ~~80,~~behalf ~~Cheyenne,~~by ~~WY.~~the ~~82001,~~undersigned ~~USA,~~hereunto ~~Supplier,~~duly ~~and Invest Africa Global, LLC located at 401 South County Road, #2753, Palm Beach, Florida 33480, a Wyoming LLC, Distributor~~authorized.

In consideration of the mutual promises and other good and valuable consideration as set forth in this Agreement and otherwise, the parties do hereby agree to the following:




		MJ BIOTECH, INC


Dated August 18, 2021	By:	/s/ Maxine Pierson
		Maxine Pierson
		Chief Executive Officer

TERMS AND CONDITIONS

1. SERVICES

Supplier (Company) hereby retains, and Distributor hereby agrees, during the duration of this Agreement, to be available to provide marketing and sales of the Company’s Covid-19 IgG/IgM Rapid Test Cassette in the Territories listed on Exhibit A and Distributor is bound to Market and Sell the Covid-19 Test from Company.

Supplier (Company) hereby retains Distributor as a Marketing and sales Agent to provide the services (“Services”) detailed in Exhibit A, attached hereto, and incorporated herein by reference. Exhibit A may be amended from time to time upon the mutual written agreement signed by the parties hereto during the term of this Agreement. Any such Exhibit A shall be a part of the Agreement and is hereby incorporated by reference. This Agreement shall apply to any and all work product provided to Company by Distributor and paid for by Company. Company is obligated to use the Distributor’s Services solely, exclusively, and for the period and purpose of this Agreement in the countries noted in Exhibit A. Distributor agrees that all Services shall be performed in an acceptable and workmanlike manner, and in accordance with all applicable federal, state, local, provincial, or municipal laws and regulations.

2. TERM

The term of this agreement shall be 5 years commencing on January 1, 2021 and is not subject to earlier termination or cancellation.

3. INDEPENDENT CONTRACTOR

Distributor acknowledges that Distributor is an independent contractor to Company and not an employee, agent, partner, or joint venture by or with Company, whether under the terms of this Agreement or otherwise.

4. COMPENSATION

Supplier will compensate Distributor 3% of the of the gross order.

5. COMPLIANCE WITH LAWS

Distributor shall be solely responsible for compliance with all federal, state, and municipal laws, in any jurisdiction Distributor operates in, regulations and ordinances, and for obtaining all necessary permits and licenses in connection with the performance of Distribution for Company pursuant to this Agreement.

6. ASSIGNMENT

Neither party may assign this Agreement without other parties’ prior written consent.

7. AUTHORITY

Both parties represent that they have the right and authority to enter into this Agreement.

8. OTHER

(a) Governing Law: This agreement shall be governed by the laws of the State of Florida without regard to the principles of conflicts of laws. Both parties agree to settle all claims, by Arbitration, in accordance with the rules of the American Arbitration Association.

(b) Amendment: This Agreement may not be amended or modified in any way except in a writing signed by both Distributor and Company.

(c)Enforceability: The provisions of this Agreement shall be enforceable notwithstanding the existence of any claim or cause of action of the Consultant against the Company, or vice versa, whether predicated on this Agreement or otherwise.

(d) Validity: In the event that any provision of this Agreement is found to be illegal or unenforceable, in whole or in part, the remaining provisions (or parts of provisions) shall be valid and enforceable in accordance with their terms.

(e) Notice: Any notice to be given under this Agreement shall be sufficient if it is in writing and is sent by certified or registered mail to the Distributor at the Distributors’ address that appears on the books and records of the Company, or to the Company at its principal office, attention of the Chief Executive Officer, or otherwise as directed by the Company, from time to time.

(f) Counterparts: This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile transmission.

(g) Acknowledgement: Each Party acknowledges that they have the right to consult an attorney of their own choice in the negotiation of this agreement and have been given adequate opportunity to have their attorney review the agreement before the execution of the agreement. In addition, Each Party acknowledges they have read and understood all the terms and provisions of this agreement. This agreement shall not be construed against any party by reason of the drafting or preparation hereof.

(h) Entire Agreement: This Agreement shall constitute the entire agreement and understanding of Consultant and Company with respect to all subject matters relating in any way to services of Consultant to Company and shall specifically supersede any and all other previous agreements, verbal or otherwise, between the parties relating in any way to past, present or future services of Consultant to Company. Agreed to by the parties on the date indicated below.

Supplier: MJ Biotech, Inc

/s/ Maxine Pierson Date: 12- 30-2020

Maxine Pierson

Title: President

Distributor: Invest Africa Global, LLC

/s/ Tom Ross Date: 12- 30-2020

Printed Name: Thomas Ross

Title: President

Exhibit A

Sales Specifications

DESCRIPTION OF Marketing and Distribution

Product:

Covid-19 IgG/IgM Rapid Test Cassette is Marketed and Sold by the distributor.

Additional products may be introduced by mutual agreement.

Pricing:

The following price is subject to negotiation.

Price per unit $------- minimum order quantity 1,000 units.

Price per unit $------- up to order quantity 1,001 to 1,500 units.

Price per unit $------ up to order quantity 1,501 to 5,000 units.

Price per unit to be negotiated based upon order quantity of 5,001 plus.

Territories:

Congo Brazzaville

Democratic Republic of Congo.

Sample kits:

Filing Compare · MJ BIOTECH, INC.