UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2019

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

For the transition period from ________________ to __________________

Commission File Number 000-1321002

AGRITEK HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		20-8484256
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
777 Brickell Avenue, Suite 500
Miami, FL		33131
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (305) 721-2727

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~~ 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 ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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~~ the registrant was required to submit such files). Yes ☒ ☑ No ☐

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

Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company ☐ ☐ ☒☑ ☒☑ ☒☑

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒No ☑

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
N/A		N/A		N/A

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 1920,~~973~~737,~~276~~652 shares as of ~~September~~November 922, 2019.

AGRITEK HOLDINGS, INC. AND SUBSIDIARIES

FORM 10-Q

~~June~~ September 30, 2019

TABLE OF CONTENTS

		Page
FORWARD-LOOKING STATEMENTS
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets at June 30, 2019 and December 31, 2018 (Unaudited)	1
	Condensed Consolidated Balance Sheets at September 30, 2019 and December 31, 2018 (Unaudited)	1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2019 and 2018 (unaudited)	2
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2019 and 2018 (Unaudited)	2
	Consolidated Statements of Changes in Stockholder’s Deficit for the Three and Six Months Ended June 30, 2019 and 2018 (unaudited)	3
	Consolidated Statements of Changes in Stockholder’s Deficit for the Three and Nine Months Ended September 30, 2019 and 2018 (Unaudited)	3
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018 (unaudited)	5
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018 (Unaudited)	4
	Notes to Condensed Financial Statements (Unaudited)	65
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2224
Item 3.	Quantitative and Qualitative Disclosures about Market Risks	2831
Item 4.	Controls and Procedures	2831
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	2932
Item 1A.	Risk Factors	2932
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2932
Item 3.	Defaults Upon Senior Securities	2932
Item 4.	Mine Safety Disclosures	2932
Item 5.	Other Information	2932
Item 6.	Exhibits	3033
SIGNATURES		3134

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AGRITEK HOLDINGS, INC. AND SUBSIDIARIES

AGRITEK HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

	September 30,			December 31,
	2019			2018

ASSETS

CURRENT ASSETS:
Cash	$	330,186		$	77,016
Accounts receivable		—			1,990
Marketable Securities		12,118			8,703
Prepaid expenses and other assets		25,000			28,000

Total Current Assets		367,304			115,709

OTHER ASSETS:
Cultivation		112,100			—
Notes receivable		190,000			170,000
Other deposit		200,000			—
Land		129,554			129,554
Property and equipment, net		153,566			153,079
Right-of-use asset, net		257,642			—
Other assets		825			825

Total Assets	$	1,410,991		$	569,167

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable	$	310,728		$	260,852
Accrued expenses and other liabilities		1,848,922			932,216
Due to related party		1,609			1,283
Deferred rent		24,916			24,916
Lease liability		74,210			—
Convertible notes payable, net		1,211,302			717,715
Convertible notes payable - related party		175,000			—
Derivative liabilities		4,779,276			1,561,232
Non-convertible note payable		21,500			21,500

Total Current Liabilities		8,447,463			3,519,714

LONG-TERM LIABILITIES:
Lease payable - long-term		183,432			—

Total Liabilities		8,630,895			3,519,714

Commitments and contingencies (Note 9)

STOCKHOLDERS' DEFICIT:
Preferred stock: $0.01 par value; 1,000,000 authorized; Series B Preferred stock: $0.01 par value; 1,000,000 shares authorized; 1,000 issued and outstanding at September 30, 2019 and December 31, 2018		10			10
Common stock: $0.0001 par value, 1,499,000,000 shares authorized; 20,283,251 and 5,628,472 issued and outstanding at September 30, 2019 and December 31, 2018 , respectively		2,029			563
Common stock issuable: 10,423,084 and 302,251 commons stock issuable at September 30, 2019 and December 31, 2018, respectively		1,042			30
Additional paid-in capital		28,900,427			24,047,027
Accumulated comprehensive gain (loss)		(4,407	)		(7,822	)
Accumulated deficit		(36,119,005	)		(26,990,355	)

Total Stockholders' Deficit		(7,219,904	)		(2,950,547	)

Total Liabilities and Stockholders' Deficit	$	1,410,991		$	569,167


See accompanying notes to the unaudited condensed consolidated financial statements

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~1

(Unaudited)

AGRITEK HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018

REVENUES, NET	$	—		$	1,027		$	—		$	1,255

COST OF REVENUE		—			7,508			—			22,620

OPERATING EXPENSES:
Professional fees		141,784			25,932			343,957			270,865
Compensation expense		1,417,250			82,275			3,774,750			248,057
General and administrative expenses		96,918			127,067			247,555			580,817

Total Operating Expenses		1,655,952			235,274			4,366,262			1,099,739

LOSS FROM OPERATIONS		(1,655,952	)		(241,755	)		(4,366,262	)		(1,121,104	)

OTHER INCOME (EXPENSE):
Interest expense		(1,622,586	)		(1,337,367	)		(2,263,813	)		(1,854,530	)
Derivative income (expense)		(2,465,948	)		85,909			(2,228,453	)		2,976,297
(Loss) gain on debt extinguishment		(53,323	)		—			(305,122	)		(58,759	)
Other income (expense)		—			—			35,000			(232,246	)

Total Other Income (Expense)		(4,141,857	)		(1,251,458	)		(4,762,388	)		830,762

LOSS FROM CONTINUING OPERATIONS		(5,797,809	)		(1,493,213	)		(9,128,650	)		(290,342	)


NET LOSS	$	(5,797,809	)	$	(1,493,213	)	$	(9,128,650	)	$	(290,342	)

COMPREHENSIVE LOSS:
Net loss	$	(5,797,809	)	$	(1,493,213	)	$	(9,128,650	)	$	(290,342	)

Other comprehensive gain (loss):
Unrealized gain (loss) on marketable securities		(9,254	)		(2,356	)		3,415			(32,651	)

Comprehensive loss	$	(5,807,063	)	$	(1,495,569	)	$	(9,125,235	)	$	(322,993	)

NET LOSS PER COMMON SHARE:
Continuing operations - basic	$	(0.29	)	$	(0.37	)	$	(0.76	)	$	(0.07	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		19,938,585			4,050,828			11,991,040			3,901,043


See accompanying notes to the unaudited condensed consolidated financial statements

	June 30,			December 31,
	2019			2018
ASSETS
CURRENT ASSETS:
Cash	$	153,447			77,016
Accounts receivable		-			1,990
Marketable Securities		21,372			8,703
Prepaid expenses and other assets		31,243			28,000
Total Current Assets		206,062			115,709
OTHER ASSETS:
Notes receivable		190,000			170,000
Other deposit		175,000			-
Land		129,554			129,554
Property and equipment, net		165,900			153,079
Right-of-use asset, net		275,576			-
Other assets		825			825
Total Assets	$	1,142,917		$	569,167
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	261,567		$	260,852
Accrued expenses and other liabilities		622,667			932,216
Due to related party		41,308			1,283
Deferred rent		24,916			24,916
Lease liability		74,210			-
Convertible notes payable, net		906,551			717,715
Convertible notes payable – related party, net		128,916			-
Derivative liabilities		1,841,650			1,561,232
Non-convertible note payable		21,500			21,500
Total Current Liabilities		3,923,285			3,519,714
LONG-TERM LIABILITIES:
Lease payable - long-term		201,366			-
Total Liabilities		4,124,651			3,519,714
Commitments and contingencies (Note 12)
STOCKHOLDERS’ DEFICIT:
Preferred stock: $0.01 par value; 1,000,000 authorized; Series B Preferred stock: $0.01 par value; 1,000,000 shares authorized; 1,000 issued and outstanding at June 30, 2019 and December 31, 2018		10			10
Common stock: $0.0001 par value, 1,499,000,000 shares authorized; 19,738,475 and 5,628,475 issued and outstanding at June 30, 2019 and December 31, 2018, respectively		1,974			563
Common stock issuable: 423,084 and 302,251 commons stock issuable at June 30, 2019 and December 31, 2018, respectively		42			30
Additional paid-in capital		27,332,589			24,047,027
Accumulated comprehensive gain (loss)		4,847			(7,822	)
Accumulated deficit		(30,321,196	)		(26,990,355	)
Total Stockholders’ Deficit		(2,981,734	)		(2,950,547	)
Total Liabilities and Stockholders’ Deficit	$	1,142,917		$	569,167

See accompanying notes to the unaudited condensed consolidated financial statements

AGRITEK HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Unaudited)

	Series B Preferred Stock			Common Stock			Common Stock Issuable						Additional						Accumulated other			Total
	# of Shares		Amount	# of Shares		Amount	# of Shares			Amount			Paid-in Capital			Accumulated Deficit			comprehensive gain			Stockholders’ (Deficit)

Balance at December 31, 2018	1,000	$	10	5,628,475	$	563	302,251		$	30		$	24,047,027		$	(26,990,355	)	$	(7,822	)	$	(2,950,547	)

Common stock issued upon conversion of convertible debt and accrued interest	—		—	910,000		91	—			—			245,655			—			—			245,746

Common stock to be issued pursuant to Stock Purchase Agreements	—		—				20,833			2			14,998			—			—			15,000

Reclassification of derivative liability upon note conversions	—		—	—		—	—			—			585,850			—			—			585,850

Unrealized loss on marketable securities	—		—	—		—	—			—			—			—			13,881			13,881

Net loss	—		—	—		—	—			—			—			(952,374	)		—			(952,374	)

Balance at March 31, 2019	1,000	$	10	6,538,475	$	654	323,084		$	32		$	24,893,530		$	(27,942,729	)	$	6,059		$	(3,042,444	)

Common stock issued for services	—		—	13,000,000		1,300	100,000			10			2,366,857			—			—			2,368,167

Common stock issued upon conversion of convertible debt and interest	—		—	200,000		20	—			—			50,180			—			—			50,200

Reclassification of derivative liability upon note conversions	—		—	—		—	—			—			22,022			—			—			22,022

Unrealized loss on marketable securities	—		—	—		—	—			—			—			—			(1,212	)		(1,212	)

Net loss	—		—	—		—	—			—			—			(2,378,467	)		—			(2,378,467	)

Balance at June 30, 2019	1,000	$	10	19,738,475	$	1,974	423,084		$	42		$	27,332,589		$	(30,321,196	)	$	4,847		$	(2,981,734	)

Common stock issued for services	—		—	—		—	10,000,000			1,000			1,416,250			—			—			1,417,250

Common stock issued upon conversion of convertible debt and interest	—		—	544,776		55	—			—			98,267			—			—			98,322

Reclassification of derivative liability upon note conversions	—		—	—		—	—			—			53,321			—			—			53,321

Unrealized loss on marketable securities	—		—	—		—	—			—			—			—			(9,254	)		(9,254	)

Net loss	—		—	—		—	—			—			—			(5,797,809	)		—			(5,797,809	)

Balance at September 30, 2019	1,000	$	10	20,283,251	$	2,029	10,423,084		$	1,042		$	28,900,427		$	(36,119,005	)	$	(4,407	)	$	(7,219,904	)



	Series B Preferred Stock			Common Stock			Common Stock Issuable						Additional						Accumulated other			Total
	# of Shares		Amount	# of Shares		Amount	# of Shares			Amount			Paid-in Capital			Accumulated Deficit			comprehensive gain			Stockholders’ (Deficit)

Balance at December 31, 2017	1,000	$	10	3,618,402	$	362	262,872		$	26		$	19,389,882		$	(25,578,077	)	$	25,337			(6,162,460	)

Common stock issued upon cashless warrant exercises	—		—	142,758		14	—			—			(14	)		—			—			—

Common stock to be issued pursuant to Stock Purchase Agreements	—		—	—		—	77,578			8			339,992			—			—			340,000

Common stock issued for services	—		—	25,000		3	—			—			97,497			—			—			97,500

Common stock issued upon conversion of convertible debt and accrued interest	—		—	110,816		11	—			—			124,989			—			—			125,000

Adjust common stock to be issued	—		—	—		—	(116,013	)		(12	)		12			—			—			—

Reclassification of derivative liability upon note conversions	—		—	—		—	—			—			660,568			—			—			660,568

Unrealized loss on marketable securities	—		—	—		—	—			—			—			—			(17,626	)		(17,626	)

Net income (loss)	—		—	—		—	—			—			—			1,870,075						1,870,075

Balance at March 31, 2018	1,000	$	10	3,896,976	$	390	224,437		$	22		$	20,612,926		$	(23,708,002	)	$	7,711		$	(3,086,943	)

Common stock issued for services	—		—	8,500		1	—			—			22,949			—			—			22,950

Common stock issued upon cashless warrant exercises	—		—	10,000		1	—			—			(1	)		—			—			—

Common stock issued upon conversion of convertible debt and accrued interest	—		—	55,408		5	—			—			62,495			—			—			62,500

Reclassification of derivative liability upon note conversions	—		—	—		—	—			—			162,542			—			—			162,542

Unrealized loss on marketable securities	—		—	—		—	—			—			—			—			(12,669	)		(12,669	)

Net loss	—		—	—		—	—			—			—			(667,204	)		—			(667,204	)

Balance at June 30, 2018	1,000	$	10	3,970,884	$	397	224,437		$	22		$	20,860,911		$	(24,375,206	)	$	(4,958	)		(3,518,824	)

Common stock issuable pursuant to securities purchase agreements	—		—	—		—	28,241			3			49,997			—			—			50,000

Common stock issued upon cashless warrant exercises	—		—	43,500		4	—			—			(4	)		—			—			—

Common stock issued upon conversion of convertible debt and accrued interest	—		—	137,500		14	35,000			4			187,091			—			—			187,109

Reclassification of derivative liability upon note conversions and warrant exercise	—		—	—		—	—			—			1,615,124			—			—			1,615,124

Unrealized loss on marketable securities	—		—	—		—	—			—			—			—			(2,356	)		(2,356	)

Net loss	—		—	—		—	—			—			—			(1,493,213	)		—			(1,493,213	)

Balance at September 30, 2018	1,000	$	10	4,151,884	$	415	287,678		$	29		$	22,713,119		$	(25,868,419	)	$	(7,314	)		(3,162,160	)


See accompanying notes to the unaudited condensed consolidated financial statements

AGRITEK HOLDINGS, INC. AND SUBSIDIARIES

AGRITEK HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	For The Nine Months Ended
	September 30,
	2019			2018

CASH FLOWS USED IN OPERATING ACTIVITIES
Net loss	$	(9,128,650	)	$	(290,342	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation		34,028			28,368
Stock-based compensation		3,785,418			120,450
Amortization of debt issuance cost		70,324			87,466
Amortization of debt discount		893,694			1,622,702
Derivative liability (income) expense		2,228,453			(2,976,194	)
Non-cash default interest on convertible notes		1,163,135			—
Loss on debt extinguishment		305,122			58,759
Loss on legal settlement		35,000			232,246
Change in operating assets and liabilities:
Prepaid expenses and other assets		(307,110	)		(17,548	)
Accounts payable and other liabilities		(231,553	)		88,481
Due to related party		326			(3,222	)

NET CASH USED IN OPERATING ACTIVITIES		(1,151,815	)		(1,048,834	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, equipment and furniture		(34,515	)		(57,176	)
Purchase of notes receivable		(20,000	)		(75,000	)

NET CASH USED IN INVESTING ACTIVITIES		(54,515	)		(132,176	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceed from convertible debt, net of fees and OID		1,444,500			729,500
Repayment of convertible debt		—			(178,058	)
Repayment of non-convertible note payable		—			(30,000	)
Proceeds from sale of common stock		15,000			390,000

NET CASH PROVIDED BY FINANCING ACTIVITIES		1,459,500			911,442

NET INCREASE (DECREASE) IN CASH		253,170			(269,568	)

CASH, beginning of the period		77,016			304,889

CASH, end of the period	$	330,186		$	35,321

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	—		$	6,816
Income taxes	$	—		$	—

Non-cash investing and financing activities:
Issuance of common stock for convertible debt and interest	$	318,702		$	374,608
Increase in derivative liabilities	$	1,421,229		$	1,908,631
Initial right-of-use asset and liability	$	310,259		$	—
Reduction in right-of-use asset and liability	$	52,614		$	—
Unrealized gain (loss) on marketable securities	$	3,415		$	(32,651	)
Issuance of common stock for cashless warrant exercise	$	—		$	3,925
Reclassification of derivative liability to equity upon debt conversion	$	431,638		$	2,438,234


See accompanying notes to unaudited condensed consolidated financial statements.

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS~~4

~~(Unaudited)~~AGRITEK HOLDINGS, INC. AND SUBSIDIARIES

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
REVENUES, NET	$	-		$	208		$	-		$	228
COST OF REVENUE		-			7,604			-			15,112
OPERATING EXPENSES:
Professional fees		106,255			154,463			202,173			331,432
Compensation expense		2,357,500			22,950			2,357,500			120,450
General and administrative expenses		79,130			226,886			150,637			412,583
Total Operating Expenses		2,542,885			404,299			2,710,310			864,465
LOSS FROM OPERATIONS		(2,542,885	)		(411,695	)		(2,710,310	)		(879,349	)
OTHER INCOME (EXPENSE):
Interest expense		(360,068	)		(288,653	)		(641,227	)		(517,163	)
Derivative income (expense)		511,730			33,144			237,495			2,890,388
(Loss) gain on debt extinguishment		(22,244	)		-			(251,799	)		(58,759	)
Other income (expense)		35,000			-			35,000			(232,246	)
Total Other Income (Expense)		164,418			(255,509	)		(620,531	)		2,082,220
INCOME (LOSS) FROM CONTINUING OPERATIONS		(2,378,467	)		(667,204	)		(3,330,841	)		1,202,871
NET INCOME (LOSS)	$	(2,378,467	)	$	(667,204	)	$	(3,330,841	)	$	1,202,871
COMPREHENSIVE INCOME (LOSS):
Net income (loss)	$	(2,378,467	)	$	(667,204	)	$	(3,330,841	)	$	1,202,871
Other comprehensive gain (loss):
Unrealized gain (loss) on marketable securities		1,212			(12,669	)		12,669			(30,295	)
Comprehensive income (loss)	$	(2,377,255	)	$	(679,873	)	$	(3,318,172	)	$	1,172,576
NET INCOME (LOSS) PER COMMON SHARE:
Continuing operations - basic	$	(0.24	)	$	(0.17	)	$	(0.42	)	$	0.32
Continuing operations - diluted	$	(0.24	)	$	(0.17	)	$	(0.42	)	$	0.25
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		9,843,970			3,876,673			7,951,403			3,771,796
Diluted		9,843,970			3,876,673			7,951,403			4,817,055

Notes to Condensed Consolidated Financial Statements

~~See accompanying~~September ~~notes~~30, ~~to the unaudited condensed consolidated financial statements~~2019

2(Unaudited)

~~AGRITEK~~Note ~~HOLDINGS,~~1 ~~INC.~~- ~~AND SUBSIDIARIES~~Organization

~~CONSOLIDATED~~Agritek ~~STATEMENT~~Holdings OFInc. ~~CHANGES~~(“the INCompany” ~~STOCKHOLDERS’~~or ~~DEFICIT~~“Agritek Holdings”) has wholly-owned subsidiaries, Prohibition Products Inc. (“PPI”) and Agritek Venture Holdings, Inc. (“AVHI”) which are inactive. Agritek Holdings provides strategic capital and functional expertise to accelerate the commercialization of its diversified portfolio of holdings. The Company is focused on three high-value segments of the cannabis market, including real estate investment, intellectual property brands; and infrastructure, with operations in three U.S. States, Colorado, Washington State, California as well as Canada and Puerto Rico. Agritek Holdings invests its capital via real estate holdings, licensing agreements, royalties and equity in acquisition operations.

~~FOR~~We ~~THE~~provide ~~THREE~~key ~~AND~~business ~~SIX~~services ~~MONTHS~~to ~~ENDED~~the ~~JUNE~~legal ~~30,~~cannabis ~~2019~~sector ~~AND 2018~~including:

~~(Unaudited)~~● Funding and Financing Solutions for Agricultural Land and Properties zoned for the regulated Cannabis Industry. ● Dispensary and Retail Solutions ● Commercial Production and Equipment Build Out Solutions ● Multichannel Supply Chain Solutions ● Branding, Marketing and Sales Solutions of proprietary product lines ● Consumer Product Solutions

	Series B Preferred Stock				Common Stock				Common Stock Issuable				Additional					Accumulated other			Total
	# of Shares		Amount		# of Shares		Amount		# of Shares		Amount		Paid-in Capital		Accumulated Deficit			comprehensive gain			Stockholders’ (Deficit)
Balance at December 31, 2018		1,000	$	10		5,628,475	$	563		302,251	$	30	$	24,047,027	$	(26,990,355	)	$	(7,822	)	$	(2,950,547	)
Common stock to be issued pursuant to Stock Purchase Agreements		-		-						20,833		2		14,998		-			-			15,000
Common stock issued upon conversion of convertible debt and accrued interest		-		-		910,000		91		-		-		245,655		-			-			245,746
Settlement of derivative liability		-		-		-		-		-		-		585,850		-			-			585,850
Unrealized loss on marketable securities		-		-		-		-		-		-		-		-			13,881			13,881
Net income (loss)		-		-		-		-		-		-		-		(952,374	)		-			(952,374	)
Balance at March 31, 2019		1,000	$	10		6,538,475	$	654		323,084	$	32	$	24,893,530	$	(27,942,729	)	$	6,059		$	(3,042,444	)
Common stock issued for services		-		-		13,000,000		1,300		100,000		10		2,366,857		-			-			2,368,167
Common stock issued upon conversion of convertible debt and interest		-		-		200,000		20		-		-		50,180		-			-			50,200
Reclassification of derivative liability upon note conversions		-		-		-		-		-		-		22,022		-			-			22,022
Unrealized gain on marketable securities		-		-		-		-		-		-		-		-			(1,212	)		(1,212	)
Net loss		-		-		-		-		-		-		-		(2,378,467	)		-			(2,378,467	)
Balance at June 30, 2019		1,000	$	10		19,738,475	$	1,974		423,084	$	42	$	27,332,589	$	(30,321,196	)	$	4,847		$	(2,981,734	)

The Company intends to bring its’ array of services to each new state that legalizes the use of cannabis according to appropriate state and federal laws. Our primary objective is acquiring commercial properties to be utilized in the commercial marijuana industry as cultivation facilities in compliance with state laws. This is an essential aspect of our overall growth strategy because once acquired and re-zoned, the value of such real property is substantially higher than under the previous zoning and use.

3Once properties are identified and acquired to be used for purposes related to the commercial marijuana industry as provided for by state law, and we plan to create vertical channels within that legal jurisdiction including equipment financing, payment processing and marketing of exclusive brands and services to retail dispensaries

	Series B
	Preferred Stock				Common Stock				Common Stock Issuable						Additional						Accumulated other			Total
	# of Shares		Amount		# of Shares		Amount		# of Shares			Amount			Paid-in Capital			Accumulated Deficit			comprehensive gain			Stockholders’ (Deficit)
Balance at December 31, 2017		1,000	$	10		3,618,402	$	362		262,872		$	26		$	19,389,882		$	(25,578,077	)	$	25,337			(6,162,460	)
Common stock issued upon cashless warrant exercises		-		-		142,758		14		-			-			(14	)		-			-			-
Common stock to be issued pursuant to Stock Purchase Agreements		-		-		-		-		77,578			8			339,992			-			-			340,000
Common stock issued for services		-		-		25,000		3		-			-			97,497			-			-			97,500
Common stock issued upon conversion of convertible debt and accrued interest		-		-		110,816		11		-			-			124,989			-			-			125,000
Adjust common stock to be issued		-		-		-		-		(116,013	)		(12	)		12			-			-			-
Reclassification of derivative liability upon note conversions		-		-		-		-		-			-			660,568			-			-			660,568
Unrealized loss on marketable securities		-		-		-		-		-			-			-			-			(17,626	)		(17,626	)
Net income (loss)		-		-		-		-		-			-			-			1,870,075						1,870,075
Balance at March 31, 2018		1,000	$	10		3,896,976	$	390		224,437		$	22		$	20,612,926		$	(23,708,002	)	$	7,711		$	(3,086,943	)
Common stock issued for services		-		-		8,500		1		-			-			22,949			-			-			22,950
Common stock issued upon cashless warrant exercises		-		-		10,000		1		-			-			(1	)		-			-			-
Common stock issued upon conversion of convertible debt and accrued interest		-		-		55,408		5		-			-			62,495			-			-			62,500
Reclassification of derivative liability upon note conversions		-		-		-		-		-			-			162,542			-			-			162,542
Unrealized loss on marketable securities		-		-		-		-		-			-			-			-			(12,669	)		(12,669	)
Net loss		-		-		-		-		-			-			-			(667,204	)		-			(667,204	)
Balance at June 30, 2018		1,000	$	10		3,970,884	$	397		224,437		$	22		$	20,860,911		$	(24,375,206	)	$	(4,958	)		(3,518,824	)

The Company’s business focus is primarily to hold, develop and manage real property. The Company shall also provide oversight on every property that is part of its portfolio. This can include complete architectural design and subsequent build-outs, general support, landscaping, general up-keep, and state of the art security systems. At this time, the Company does not grow, process, own, handle, transport, or sell marijuana as the Company is organized and directed to operate strictly in accordance with all applicable state and federal laws. As the legal environment changes in Colorado, California and other states, the Company’s management may explore business opportunities that involve ownership interests in dispensaries and growing operations if and when such business opportunities become legally permissible under applicable state and federal laws.

~~See~~On March 3, 2019, ~~accompanying~~the ~~notes~~Company filed an amendment to its Certificate of Incorporation, with the ~~unaudited~~Delaware ~~condensed~~Secretary ~~consolidated~~of ~~financial~~State, ~~statements~~to increase its authorized common stock from 1,250,000,000 shares to 1,499,000,000 shares (see Note 12). The Company’s 1,500,000,000 authorized shares consisted of 1,499,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.01 per share.

4On March 26, 2019, the Company filed an amendment to its Certificate of Incorporation, with the Delaware Secretary of State, for 1-for-200 reverse stock split of our common stock (the “Reverse Stock Split”) effective March 26, 2019. The number of shares of common stock subject to outstanding options, warrants and convertible securities were also reduced by a factor of two-hundred and no fractional shares were issued. All historical share in this report have been adjusted to reflect the Reverse Stock Split (see Note 12). There were no changes to the authorized number of shares and the par value of our common stock.

~~AGRITEK HOLDINGS, INC. AND SUBSIDIARIES~~5

~~CONSOLIDATED STATEMENTS~~Note OF2 ~~CASH~~– ~~FLOWS~~Summary of Significant Accounting Policies

~~(Unaudited)~~Basis of presentation and principles of consolidation

	For the Six Months Ended
	June 30
	2019			2018
CASH FLOWS USED IN OPERATING ACTIVITIES
Net income (loss)	$	(3,330,841	)	$	1,202,871
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation		21,694			18,119
Stock-based compensation		2,368,167			120,450
Amortization of debt issuance cost		39,625			67,111
Amortization of debt discount		528,559			395,264
Derivative liability (income) expense		(237,495	)		(2,890,285	)
Loss on debt extinguishment		251,799			58,759
Loss on legal settlement		-			232,246
Change in operating assets and liabilities:
Prepaid expenses and other assets		(176,253	)		(27,556	)
Accounts payable and other liabilities		(308,834	)		(5,233	)
Due to related party		40,025			(7,715	)
NET CASH USED IN OPERATING ACTIVITIES		(803,554	)		(835,969	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, equipment and furniture		(34,515	)		(26,681	)
Purchase of notes receivable		(20,000	)		(75,000	)
NET CASH USED IN INVESTING ACTIVITIES		(54,515	)		(101,681	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceed from convertible debt, net of fees and OID		919,500			575,000
Repayment of convertible debt		-			(178,058	)
Repayment of non-convertible note payable		-			(30,000	)
Proceeds from sale of common stock		15,000			340,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		934,500			706,942
NET INCREASE (DECREASE) IN CASH		76,431			(230,708	)
CASH, beginning of the period		77,016			304,889
CASH, end of the period	$	153,447		$	74,181
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	-		$	6,816
Income taxes	$	-		$	-
Non-cash investing and financing activities:
Issuance of common stock for convertible debt and interest	$	273,702		$	187,500
Increase in derivative liabilities	$	896,230		$	635,268
Increase in right-of-use asset and liability	$	310,259		$	-
Unrealized gain (loss) on marketable securities	$	12,669		$	(30,295	)
Issuance of common stock for cashless warrant exercise	$	-		$	3,055
Reclassification of derivative liability to equity upon debt conversion	$	378,317		$	823,109

The Company’s consolidated financial statements include the consolidated accounts of Agritek Holdings and its’ inactive wholly owned subsidiaries, AVHI and PPI (a Florida corporation, was originally formed on July 1, 2013 (f/k/a The American Hemp Trading Company)). All intercompany accounts and transactions have been eliminated in consolidation.

~~See~~Management acknowledges its responsibility for the preparation of the accompanying ~~notes~~unaudited condensed consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the periods presented. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Certain information and note disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements These unaudited condensed consolidated financial statements should be read in conjunction with the summary of significant accounting policies and notes to the consolidated financial statements for the year ended December 31, 2018 of the Company which were included in the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission on May 3, 2019.

5Going concern

~~AGRITEK~~These ~~HOLDINGS~~consolidated financial statements have been prepared on a going concern basis, ~~INC~~which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. ~~AND~~As ~~SUBSIDIARIES~~reflected in the accompanying unaudited condensed consolidated financial statements, the Company had net loss from operations of $9,128,650 and $290,342 for the nine months ended September 30, 2019 and 2018, respectively. The net cash used in operations were $1,151,815 and $1,048,834 for the nine months ended September 30, 2019 and 2018, respectively. Additionally, the Company had an accumulated deficit of $36,119,005 and $26,990,355 at September 30, 2019 and December 31, 2018, respectively, had a working capital deficit of $8,080,159 at September 30, 2019, had no revenues from continuing operations in 2019. Management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report.

~~Notes~~Management cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that our capital resources are not currently adequate to ~~Condensed~~continue ~~Consolidated~~operating ~~Financial~~and maintaining its business strategy for ~~Statements~~a period of twelve months from the issuance date of this report. The Company will seek to raise capital through additional debt and/or equity financings to fund its operations in the future.

~~June~~Although 30the Company has historically raised capital from sales of equity and from the issuance of promissory notes, ~~2019~~there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These consolidated financial statements do not include any adjustments related 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.

~~(Unaudited)~~Use of estimates

~~Note~~The preparation of the consolidated financial 1statements in conformity with U.S. GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the nine months ended September 30, 2019 and year ended December 31, 2018 include the useful life of property and equipment, valuation of right-of-use ~~Organization~~(“ROU”) assets and operating lease liabilities, impairment of long-term assets, estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions and the valuation of derivative liabilities.

Agritek Holdings Inc. (“the Company” or “Agritek Holdings”) has wholly-owned subsidiaries, Prohibition Products Inc. (“PPI”) and Agritek Venture Holdings, Inc. (“AVHI”) which are inactive. Agritek Holdings provides strategic capital and functional expertise to accelerate the commercialization of its diversified portfolio of holdings. The Company is focused on three high-value segments of the cannabis market, including real estate investment, intellectual property brands; and infrastructure, with operations in three U.S. States, Colorado, Washington State, California as well as Canada and Puerto Rico. Agritek Holdings invests its capital via real estate holdings, licensing agreements, royalties and equity in acquisition operations.6

~~We provide~~Fair ~~key~~value ~~business~~of ~~services~~financial toinstruments ~~the~~and fair ~~legal~~value ~~cannabis sector including:~~measurements

●FASB ~~Funding~~ASC 820 - Fair Value Measurements and Disclosures, ~~Financing~~defines ~~Solutions~~fair ~~for~~value ~~Agricultural~~as ~~Land~~the ~~and~~price ~~Properties~~that ~~zoned~~would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the ~~regulated~~fair ~~Cannabis~~value ~~Industry~~of financial instruments are based on pertinent information available to the Company on September 30, 2019. ●Accordingly, ~~Dispensary~~the ~~and~~estimates ~~Retail~~presented in ~~Solutions~~these ●financial ~~Commercial~~statements ~~Production~~are ~~and~~not ~~Equipment~~necessarily ~~Build~~indicative ~~Out~~of ~~Solutions~~the ●amounts ~~Multichannel~~that ~~Supply~~could ~~Chain~~be ~~Solutions~~realized ●on ~~Branding~~disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, ~~Marketing~~while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and ~~Sales~~the ~~Solutions~~lowest priority to unobservable inputs (Level 3 measurement). The three levels of ~~proprietary~~the ~~product~~fair ~~lines~~value ●hierarchy ~~Consumer~~are ~~Product~~as ~~Solutions~~follows:

~~The Company~~Level ~~intends~~1—Inputs toare ~~bring~~unadjusted ~~its’~~quoted ~~array~~prices ofin ~~services~~active tomarkets ~~each~~for ~~new~~identical ~~state~~assets ~~that~~or ~~legalizes~~liabilities available at the ~~use~~measurement ofdate. ~~cannabis~~Level ~~according~~2—Inputs toare ~~appropriate state~~unadjusted quoted prices for similar assets and ~~federal~~liabilities ~~laws.~~in ~~Our~~active ~~primary~~markets, ~~objective~~quoted isprices ~~acquiring~~for ~~commercial~~identical ~~properties~~or tosimilar beassets ~~utilized~~and liabilities in ~~the~~markets ~~commercial~~that ~~marijuana~~are ~~industry as~~not ~~cultivation~~active, ~~facilities~~inputs inother ~~compliance~~than ~~with~~quoted ~~state~~prices ~~laws.~~that ~~This~~are isobservable, anand ~~essential~~inputs ~~aspect~~derived offrom ~~our~~or ~~overall~~corroborated ~~growth~~by ~~strategy~~observable ~~because~~market ~~once acquired~~data. ~~and~~Level ~~re-zoned,~~3—Inputs ~~the~~are ~~value~~unobservable ofinputs ~~such~~which ~~real~~reflect ~~property~~the ireporting entity’s ~~substantially~~own ~~higher~~assumptions ~~than~~on ~~under~~what assumptions the ~~previous~~market ~~zoning~~participants ~~and~~would use in pricing the asset or liability based on the best available information.

~~Once~~The ~~properties~~carrying ~~are~~amounts ~~identified~~reported ~~and~~in ~~acquired~~the toconsolidated bebalance ~~used~~sheets for ~~purposes~~cash, ~~related~~due tofrom ~~the~~and ~~commercial~~to ~~marijuana~~related ~~industry~~parties, asprepaid ~~provided~~expenses, ~~for by~~accounts ~~state~~payable ~~law,~~ and weaccrued ~~plan~~liabilities toapproximate ~~create~~their ~~vertical~~fair ~~channels~~market ~~within~~value ~~that~~based ~~legal~~on ~~jurisdiction~~the ~~including~~short-term ~~equipment~~maturity ~~financing, payment processing and marketing~~ of ~~exclusive~~these ~~brands and services to retail dispensaries~~instruments.

	At September 30, 2019						At December 31, 2018
Description	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Derivative liabilities		—		—	$	4,779,276		—		—	$	1,561,232

OnA ~~March~~roll 3,forward ~~2019, the Company filed an amendment to its Certificate~~ of ~~Incorporation, with~~ the ~~Delaware~~level ~~Secretary~~3 ofvaluation ~~State,~~financial toinstruments ~~increase its~~is ~~authorized~~as common stock from 1,250,000,000 shares to 1,499,000,000 shares (see Note 11). The Company’s 1,500,000,000 authorized shares consisted of 1,499,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.01 per share.follows:

On March 26, 2019, the Company filed an amendment to its Certificate of Incorporation, with the Delaware Secretary of State, for 1-for-200 reverse stock split of our common stock (the “Reverse Stock Split”) effective March 26, 2019. The number of shares of common stock subject to outstanding options, warrants and convertible securities were also reduced by a factor of two-hundred and no fractional shares were issued. All historical share in this report have been adjusted to reflect the Reverse Stock Split (see Note 11). There were no changes to the authorized number of shares and the par value of our common stock.

	Derivative Liabilities
Balance at December 31, 2018	$	1,561,232
Initial valuation of derivative liabilities included in debt discount		1,421,229
Initial valuation of derivative liabilities included in derivative income (expense)		1,855,065
Reclassification of derivative liabilities to gain (loss) on debt extinguishment		(431,638	)
Change in fair value included in derivative income (expense)		373,388
Balance at September 30, 2019	$	4,779,276

~~Note~~ASC 825-10 “Financial Instruments”, 2allows –entities ~~Summary~~to ofvoluntarily ~~Significant~~choose ~~Accounting~~to ~~Policies~~measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

~~Basis of~~Cash ~~presentation~~ and ~~principles~~cash ~~of consolidation~~equivalents

~~The Company’s~~For ~~consolidated~~purposes ~~financial~~of ~~statements include~~ the consolidated ~~accounts~~ statements of ~~Agritek~~cash ~~Holdings~~flows, ~~and~~the ~~its’~~Company ~~inactive wholly~~considers ~~owned~~all ~~subsidiaries,~~highly ~~AVHI~~liquid ~~and~~instruments ~~PPI~~with (a ~~Florida~~maturity ~~corporation,~~of ~~was~~three ~~originally~~months ~~formed~~or onless ~~July~~at 1,the ~~2013~~purchase ~~(f/k/a~~date and ~~The~~money ~~American~~market ~~Hemp Trading~~accounts ~~Company))~~to be cash equivalents. ~~All~~At ~~intercompany~~September ~~accounts~~30, 2019 and ~~transactions~~December ~~have~~31, ~~been~~2018, ~~eliminated~~the inCompany ~~consolidation~~did not have any cash equivalents.

6The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. There were no balances in excess of FDIC insured levels as of September 30, 2019 and December 31, 2018. The Company has not experienced any losses in such accounts through September 30, 2019.

~~AGRITEK HOLDINGS, INC. AND SUBSIDIARIES~~7

~~Notes to Condensed Consolidated Financial~~Property ~~Statements~~and equipment

~~June~~Property are 30stated at cost and are depreciated, ~~2019~~except for land, using the straight-line method over their estimated useful lives, which range from three to five years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company reviews land, property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable.

~~(Unaudited)~~Impairment of long-lived assets

~~Management~~In ~~acknowledges~~accordance ~~its~~with ~~responsibility~~ASC ~~for~~Topic ~~the~~360, ~~preparation of~~ the ~~accompanying~~Company ~~unaudited~~reviews ~~condensed~~long-lived ~~consolidated~~assets ~~financial~~for ~~statements which~~impairment ~~reflect~~whenever ~~all~~events ~~adjustments,~~or ~~consisting~~changes ~~of normal recurring adjustments, considered necessary~~ in ~~its opinion for a fair statement~~circumstances ofindicate ~~its~~that ~~consolidated financial position and~~ the ~~consolidated~~carrying ~~results~~amount of ~~its operations for~~ the ~~periods~~assets ~~presented.~~may ~~The~~not ~~accompanying unaudited~~be ~~condensed~~fully ~~consolidated~~recoverable, ~~financial~~or ~~statements~~at ofleast ~~the~~annually. The Company ~~have~~recognizes ~~been prepared in accordance with accounting principles~~an ~~generally~~impairment ~~accepted~~loss inwhen the ~~United~~sum ~~States~~ of ~~America~~expected ~~(the~~undiscounted ~~“U.S.~~future ~~GAAP”)~~cash ~~for~~flows ~~interim~~is ~~financial~~less ~~information~~than ~~and with~~ the ~~instructions~~ ~~Article~~carrying ~~8-03~~amount of ~~Regulation~~the ~~S-X~~asset. ~~Operating~~The ~~results for interim periods are not necessarily indicative~~ amount of ~~results~~impairment ~~that may~~is bemeasured ~~expected~~as ~~for~~ the ~~fiscal~~difference ~~year~~between asthe aasset’s ~~whole.~~estimated ~~Certain~~fair ~~information~~value and ~~note~~its ~~disclosure~~book ~~normally included in financial statements prepared in accordance with U~~value.S. ~~GAAP~~For ~~has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all~~ the ~~information~~three and ~~notes necessary for comprehensive financial statements These unaudited~~ ~~condensed~~nine ~~consolidated~~months ~~financial~~ended ~~statements~~September ~~should~~30, be2019 ~~read in conjunction with the summary of significant accounting policies~~ and ~~notes to the consolidated financial statements for the year ended December 31~~2018, ~~2018 of~~ the Company ~~which~~did ~~were~~not ~~included~~record ~~in the~~any ~~Company’s~~impairment ~~annual report on Form 10-K as filed with the Securities and Exchange Commission on May 3, 2019~~loss.

~~Going~~Derivative ~~concern~~liabilities

~~These~~The ~~consolidated~~Company has certain financial ~~statements~~instruments ~~have~~that ~~been~~are ~~prepared~~embedded onderivatives aassociated ~~going~~with ~~concern~~capital ~~basis,~~raises. ~~which~~The ~~contemplates~~Company ~~the~~evaluates ~~realization~~all ofits ~~assets~~financial ~~and~~instruments ~~the~~to ~~settlement~~determine if ofthose ~~liabilities~~contracts ~~and commitments~~or inany ~~the~~potential ~~normal~~embedded ~~course~~components of ~~business.~~those Ascontracts ~~reflected~~qualify inas ~~the~~derivatives ~~accompanying~~to ~~unaudited~~be ~~condensed~~separately ~~consolidated~~accounted ~~financial statements,~~for ~~the~~in ~~Company~~accordance ~~had~~with ~~net~~ASC ~~income~~815-40 (~~loss)~~formerly ~~from~~EITF ~~operations of $(3~~00-19,~~330,841)~~ ~~and~~Accounting ~~$1,202,871~~ for ~~the~~Derivative ~~six~~Financial ~~months~~Instruments ~~ended~~Indexed ~~June 30~~to, ~~2019~~ and ~~2018,~~Potentially ~~respectively.~~Settled ~~However~~in, ~~the~~a ~~net~~Company’s ~~income~~Own inStock). ~~2018~~This ~~resulted~~accounting ~~primarily~~treatment ~~from~~requires that the ~~change~~carrying inamount ~~fair value~~ of ~~derivative~~any ~~liabilities.~~embedded ~~The net~~derivatives ~~cash~~be ~~used~~recorded inat ~~operations~~fair ~~were~~value ~~$803,554~~at issuance and ~~$835,969~~marked-to-market ~~for~~at ~~the~~each ~~six~~balance ~~months~~sheet ~~ended~~date. ~~June~~In ~~30,~~the ~~2019~~event ~~and~~that ~~2018,~~the ~~respectively.~~fair ~~Additionally,~~value is recorded ~~the~~as ~~Company~~a ~~had~~liability, anas ~~accumulated~~is ~~deficit~~the ofcase ~~$30,321,196~~with ~~and~~the ~~$26~~Company,~~990,355~~ atthe ~~June~~change ~~30,~~in ~~2019~~the ~~and~~fair ~~December~~value ~~31,~~during ~~2018,~~the ~~respectively,~~period ~~had a~~is ~~working~~recorded ~~capital~~as ~~deficit~~either ofother ~~$3,717,223~~income or atexpense. ~~June~~Upon 30conversion, ~~2019~~exercise or repayment, ~~had~~the norespective ~~revenues~~derivative ~~from~~liability ~~continuing~~is ~~operations~~marked into ~~2019.~~fair ~~Management~~value ~~believes that~~at ~~these~~the ~~matters~~conversion, repayment ~~raise~~or ~~substantial~~exercise ~~doubt~~date ~~about~~and then the ~~Company’s~~related ~~ability~~fair tovalue ~~continue~~amount asis areclassified ~~going~~to ~~concern~~other ~~for~~income ~~twelve~~or ~~months~~expense ~~from the~~as ~~issuance~~part ~~date~~ of ~~this~~gain ~~report~~or loss on debt extinguishment.

~~Management cannot~~In ~~provide~~July ~~assurance~~2017, ~~that~~FASB weissued ~~will~~ASU ~~ultimately~~No. ~~achieve~~2017-11, Earnings ~~profitable~~Per ~~operations~~Share or(Topic ~~become~~260); ~~cash~~Distinguishing ~~flow~~Liabilities ~~positive,~~from orEquity ~~raise~~(Topic ~~additional debt~~480); Derivatives and~~/or~~ ~~equity~~Hedging ~~capital~~(Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. ~~Management~~These ~~believes~~amendments ~~that~~simplify ~~our~~the ~~capital~~accounting ~~resources~~for ~~are~~certain financial ~~not~~instruments ~~currently~~with ~~adequate~~down-round features. The amendments require companies to ~~continue~~disregard ~~operating~~the ~~and~~down-round feature when assessing ~~maintaining~~whether the instrument is indexed to its ~~business~~own ~~strategy~~stock, for apurposes ~~period~~of determining liability or equity classification. The guidance was adopted as of ~~twelve~~January ~~months~~1, ~~from~~2019 and the ~~issuance~~Company ~~date~~elected to record the effect of this ~~report~~adoption retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the condensed consolidated balance sheet as of the beginning of 2019, the period which the amendment is effective. The Company ~~will~~adopted ~~seek~~ASU toNo. ASU No. 2017-11 in ~~raise~~the ~~capital~~first ~~through~~quarter ~~additional~~of ~~debt~~2019, and~~/or~~ ~~equity~~the ~~financings~~adoption todid ~~fund~~not have any impact on its ~~operations~~consolidated infinancial ~~the~~statement ~~future~~and there was no cumulative effect adjustment.

~~Although the~~Revenue Company has historically raised capital from sales of equity and from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These consolidated financial statements do not include any adjustments related 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.recognition

~~Use~~In May 2014, FASB issued an update Accounting Standards Update, ASU 2014-09, establishing ASC 606 - Revenue from Contracts with Customers. ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of ~~estimates~~the existing revenue recognition guidance. This standard, which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The Company adopted this standard on January 1, 2018 using the modified retrospective approach, which requires applying the new standard to all existing contracts not yet completed as of the effective date and recording a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Based on an evaluation of the impact ASU 2014-09 will have on the Company’s sources of revenue, the Company has concluded that ASU 2014-09 did not have any impact on the process for, timing of, and presentation and disclosure of revenue recognition from customers and there was no cumulative effect adjustment. The Company does not have revenues from continuing operations in 2019 and minimal in 2018.

The preparation of the consolidated financial statements in conformity with U.S. GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the six months ended June 30, 2019 and year ended December 31, 2018 include the useful life of property and equipment, valuation of right-of-use (“ROU”) assets and operating lease liabilities, impairment of long-term assets, estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions and the valuation of derivative liabilities.8

~~Fair value~~Stock-based ~~of financial instruments and fair value measurements~~compensation

~~FASB ASC 820~~ Stock-based ~~Fair~~compensation ~~Value~~is ~~Measurements~~accounted ~~and~~for ~~Disclosures,~~based on ~~defines~~the ~~fair~~requirements ~~value~~of as the ~~price~~Share-Based ~~that~~Payment ~~would~~Topic beof ~~received~~ASC to718 ~~sell~~which anrequires ~~asset~~recognition ~~or paid to transfer a liability~~ in ~~an orderly transaction between market participants at~~ the ~~measurement~~financial ~~date.~~statements ~~FASB~~of ~~ASC 820 requires disclosures about~~ the ~~fair value~~ cost of ~~all~~employee ~~financial~~and ~~instruments,~~director ~~whether~~services orreceived ~~not~~in ~~recognized,~~exchange for ~~financial~~an ~~statement~~award ~~purposes. Disclosures about the fair value~~ of ~~financial~~equity instruments ~~are~~over ~~based~~the onperiod ~~pertinent information available to~~ the ~~Company~~employee onor ~~June~~director is ~~30,~~required ~~2019.~~to ~~Accordingly,~~ perform the ~~estimates~~services ~~presented~~ in ~~these~~exchange ~~financial~~for ~~statements are not necessarily indicative of~~ the ~~amounts~~award ~~that~~(presumptively, ~~could be realized on disposition of~~ the ~~financial~~vesting ~~instruments~~period). ~~FASB~~The ASC ~~820~~also ~~specifies~~requires ~~a hierarchy~~ measurement of ~~valuation techniques based on whether~~ the ~~inputs to~~cost ~~those~~of ~~valuation~~employee ~~techniques~~and ~~are~~director ~~observable~~services orreceived unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in ~~active~~exchange ~~markets~~ for ~~identical~~an ~~assets~~award orbased ~~liabilities~~on ~~(Level 1 measurement) and~~ the ~~lowest~~grant-date ~~priority~~fair tovalue ~~unobservable inputs (Level 3 measurement). The three levels~~ of the ~~fair value hierarchy are as follows:~~award.

~~Level~~Through ~~1—Inputs~~March ~~are~~31, ~~unadjusted~~2018, ~~quoted~~pursuant ~~prices~~to ASC 505-50 - Equity-Based Payments to Non-Employees, all share-based payments to non-employees, including grants of stock options, were recognized in ~~active~~the ~~markets~~consolidated ~~for~~financial ~~identical~~statements ~~assets~~as orcompensation ~~liabilities~~expense ~~available~~over atthe service period of the ~~measurement~~consulting ~~date.~~arrangement ~~Level~~or ~~2—Inputs~~until performance conditions are ~~unadjusted~~expected ~~quoted~~to ~~prices~~be ~~for~~met. ~~similar~~Using ~~assets~~a ~~and~~Black ~~liabilities~~Scholes invaluation ~~active~~model, ~~markets~~the Company periodically reassessed the fair value of non-employee options until service conditions are met, ~~quoted~~which ~~prices~~generally ~~for~~aligns ~~identical~~with orthe ~~similar~~vesting ~~assets~~period of the options, and ~~liabilities~~the Company adjusts the expense recognized in ~~markets~~the ~~that~~consolidated ~~are~~financial ~~not~~statements ~~active~~accordingly. In June 2018, ~~inputs~~the ~~other~~FASB ~~than~~issued ASU ~~quoted~~No. ~~prices~~2018-07, ~~that~~Improvements ~~are~~to ~~observable~~Nonemployee Share-Based Payment Accounting, ~~and~~which ~~inputs~~simplifies ~~derived~~several ~~from~~aspects orof ~~corroborated~~the accounting for nonemployee share-based payment transactions by ~~observable~~expanding ~~market~~the ~~data~~scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ~~Level~~ASU ~~3—Inputs~~No. ~~are~~2018-07 ~~unobservable~~is ~~inputs~~effective ~~which~~for annual ~~reflect~~periods ~~the~~beginning ~~reporting~~after ~~entity’s~~December ~~own~~15, ~~assumptions~~2018, onincluding ~~what~~interim ~~assumptions~~periods within those annual periods. Early adoption is permitted, but entities may not adopt prior to adopting the ~~market~~new ~~participants~~revenue ~~would~~recognition ~~use~~guidance in ~~pricing~~ASC 606. The Company adopted ASU No. 2018-07 in January 1, 2019, and the ~~asset~~adoption ordid ~~liability~~not ~~based~~have any impact on ~~the~~its ~~best~~consolidated ~~available~~financial ~~information~~statements.

7Basic and diluted loss per share

~~AGRITEK~~Pursuant ~~HOLDINGS~~to ASC 260-10-45, basic loss per common ~~INC~~share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted ~~AND~~loss ~~SUBSIDIARIES~~per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. The following potentially dilutive equity securities outstanding as of September 30, 2019 and 2018 were not included in the computation of dilutive loss per common share because the effect would have been anti-dilutive:

Notes to Condensed Consolidated Financial Statements

	September 30,
	2019		2018
Stock warrants		6,998,368		254,688
Convertible debt		40,127,195		1,225,368
Series B preferred stock		10,141,626		—
		57,267,189		1,480,056

~~June~~Accounts ~~30, 2019~~receivable

~~(Unaudited)~~The Company records accounts receivable from amounts due from its customers upon the shipment of products. The allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience. While management uses the best information available to make its evaluations, this estimate is susceptible to significant change in the near term. As of September 30, 2019, and December 31, 2018, based on the above criteria, the Company has an allowance for doubtful accounts of $43,408.

The carrying amounts reported in the consolidated balance sheets for cash, due from and to related parties, prepaid expenses, accounts payable and accrued liabilities approximate their fair market value based on the short-term maturity of these instruments.Inventory

	At June 30, 2019						At December 31, 2018
Description	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Derivative liabilities		—		—	$	1,841,650		—		—	$	1,561,232

Inventory is valued at the lower of cost or market value. Cost is determined using the first in first out (FIFO) method. Provision for potentially obsolete or slow-moving inventory is made based on management analysis or inventory levels and future sales forecasts. As of September 30, 2019, and December 31, 2018, the Company had no inventory in stock.

~~A roll forward of the level 3 valuation financial instruments is as follows:~~9

	Derivative Liabilities
Balance at December 31, 2018	$	1,561,232
Initial valuation of derivative liabilities included in debt discount		896,230
Initial valuation of derivative liabilities included in derivative income (expense)		622,579
Reclassification of derivative liabilities to gain (loss) on debt extinguishment		(378,317	)
Change in fair value included in derivative income (expense)		(860,074	)
Balance at June 30, 2019	$	1,841,650

Marketable securities

~~ASC 825-10~~The ~~“Financial~~Company ~~Instruments”,~~classifies ~~allows~~its ~~entities~~marketable tosecurities as ~~voluntarily~~available-for-sale ~~choose~~securities, towhich ~~measure~~are ~~certain~~carried ~~financial assets and liabilities~~ at ~~fair~~their ~~value (~~fair value ~~option).~~based ~~The~~on ~~fair~~the ~~value~~quoted ~~option~~market ~~may~~prices beof ~~elected~~the onsecurities anwith unrealized ~~instrument-by-instrument~~gains ~~basis~~ and ~~is irrevocable~~losses, ~~unless~~ anet ~~new~~of ~~election~~deferred ~~date~~income ~~occurs.~~taxes, Ifreported ~~the~~as ~~fair~~accumulated ~~value~~other ~~option~~comprehensive isincome ~~elected~~(loss), ~~for~~a anseparate component ~~instrument,~~of ~~unrealized~~stockholders’ equity. Realized gains and losses on available-for-sale ~~that instrument~~securities ~~should~~are beincluded ~~reported~~ in net earnings in ~~at each subsequent reporting date. The Company did not elect to apply~~ the ~~fair~~period ~~value option~~earned toor ~~any outstanding instruments~~incurred.

~~Cash and~~Revenue ~~cash equivalents~~recognition

~~For~~Effective January ~~purposes~~1, of2018, the ~~consolidated~~Company ~~statements~~adopted ofASC ~~cash~~606 ~~flows~~— Revenue from Contracts with Customers. Under ASC 606, the Company ~~considers~~recognizes ~~all~~revenue from ~~highly~~the ~~liquid~~commercial ~~instruments~~sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a ~~maturity~~customer; ~~of three~~(2) ~~months~~identify orthe ~~less~~performance atobligations in the ~~purchase~~contract; ~~date~~(3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and ~~money~~(5) ~~market~~recognize ~~accounts~~revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be ~~cash~~reported ~~equivalents~~under ASC 605 — Revenue Recognition. AtUnder ~~June~~ASC 30605, ~~2019~~revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and ~~December~~determinable; ~~31,~~and (4) the collectability of the fee is reasonably assured. The Company ~~2018~~adopted ASC 606 on January 1, 2018 and the ~~Company~~adoption ~~did~~had ~~not~~no ~~have~~impact ~~any~~on ~~cash~~the ~~equivalents~~Company’s financial statements.

~~The Company~~Income maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. There were no balances in excess of FDIC insured levels as of June 30, 2019 and December 31, 2018. The Company has not experienced any losses in such accounts through June 30, 2019.Taxes

~~Property~~The Company accounts for income tax using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and ~~equipment~~liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

~~Property are~~The ~~stated~~Company atfollows ~~cost~~the ~~and~~accounting ~~are~~guidance for ~~depreciated,~~uncertainty ~~except~~in ~~for~~income ~~land,~~taxes using the ~~straight-line~~provisions ~~method~~of ~~over~~ASC ~~their~~740 ~~estimated~~“Income ~~useful~~Taxes”. ~~lives~~Using that guidance, ~~which~~ ~~range~~tax ~~from~~positions initially ~~three~~need to ~~five~~be ~~years.~~recognized ~~Leasehold~~in ~~improvements are depreciated over~~ the ~~shorter~~financial ofstatements ~~the~~when ~~useful~~it ~~life~~is ormore ~~lease term~~likely ~~including~~than ~~scheduled~~not ~~renewal~~the ~~terms.~~position ~~Maintenance~~will ~~and~~be ~~repairs~~sustained ~~are~~upon examination ~~charged~~by tothe ~~expense~~tax ~~as incurred~~authorities. ~~When~~As ~~assets~~of ~~are~~September ~~retired or~~30, ~~disposed of~~2019, ~~the cost~~ and ~~accumulated~~December ~~depreciation~~31, ~~are~~2018, ~~removed~~the ~~from~~Company ~~the~~had ~~accounts,~~no ~~and~~uncertain ~~any~~tax ~~resulting~~positions that ~~gains~~qualify orfor ~~losses~~either ~~are included~~recognition inor ~~income~~disclosure in the ~~year~~financial ~~of disposition~~statements. The Company ~~reviews~~recognizes ~~land,~~interest ~~property~~ and ~~equipment~~penalties ~~for potential impairment~~related ~~whenever~~to ~~events~~uncertain orincome ~~changes~~tax positions in ~~circumstances~~other ~~indicate~~expense. ~~that~~However, ~~the~~no ~~carrying~~such ~~amounts~~interest ofand ~~assets~~penalties ~~may~~were ~~not~~incurred beor ~~recoverable~~recorded as of September 30, 2019.

~~Impairment of~~Related ~~long-lived assets~~parties

InParties are considered to be related to the ~~accordance~~Company ~~with~~if ~~ASC~~the ~~Topic~~parties, ~~360~~directly or indirectly, ~~the~~through ~~Company~~one ~~reviews~~or ~~long-lived~~more ~~assets~~intermediaries, ~~for~~control, ~~impairment~~are ~~whenever~~controlled ~~events~~by, or ~~changes~~are inunder ~~circumstances~~common ~~indicate~~control ~~that~~with the ~~carrying~~Company. ~~amount~~Related ofparties ~~the~~also ~~assets~~include ~~may~~principal ~~not~~owners beof ~~fully~~the ~~recoverable~~Company, orits atmanagement, ~~least~~members ~~annually.~~of ~~The~~the ~~Company~~immediate families ~~recognizes~~of ~~an impairment~~principal ~~loss~~owners ~~when~~of the ~~sum~~Company ofand ~~expected~~its ~~undiscounted~~management ~~future~~and ~~cash~~other ~~flows~~parties iswith ~~less~~which ~~than~~ the ~~carrying~~Company ~~amount~~may ofdeal ~~the~~with ~~asset.~~if ~~The~~one ~~amount~~party ofcontrols ~~impairment~~or iscan ~~measured~~significantly asinfluence the ~~difference~~management ~~between~~or ~~the~~operating ~~asset’s~~policies ~~estimated~~of ~~fair~~the ~~value~~other ~~and~~to ~~its~~an ~~book~~extent ~~value.~~that ~~For~~one of the ~~three and~~transacting ~~six~~parties ~~months~~might ~~ended~~be ~~June~~prevented ~~30,~~from ~~2019~~fully ~~and~~pursuing ~~2018,~~its ~~the~~own ~~Company~~separate ~~did not record any impairment loss~~interests.

~~Derivative liabilities~~Leases

~~The~~In ~~Company~~February ~~has~~2016, ~~certain~~the ~~financial~~Financial ~~instruments~~Accounting ~~that~~Standards ~~are~~Board ~~embedded~~(“FASB”) ~~derivatives~~issued ~~associated~~ASU ~~with~~2016-02, ~~capital~~Leases ~~raises~~(Topic 842). The ~~Company~~updated ~~evaluates~~guidance ~~all~~requires ~~its~~lessees ~~financial instruments~~ to ~~determine~~recognize iflease ~~those~~assets ~~contracts~~and orlease ~~any~~liabilities ~~potential embedded components of those contracts qualify as derivatives to be separately accounted~~ for in ~~accordance~~most ~~with~~operating ~~ASC~~leases. ~~815-40~~In ~~(formerly EITF 00-19~~addition, ~~Accounting~~the ~~for~~updated ~~Derivative~~guidance ~~Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock). This accounting treatment~~ requires that ~~the~~lessors ~~carrying amount of any embedded derivatives~~separate belease ~~recorded at fair value at issuance~~ and ~~marked~~non-~~to-market~~lease atcomponents ~~each~~in ~~balance sheet date. In the event that the fair value is recorded as~~ a ~~liability,~~contract asin isaccordance ~~the case~~ with the ~~Company,~~new ~~the~~revenue ~~change~~guidance in ~~the~~ASC ~~fair value during the period is recorded as either other income or expense~~606. ~~Upon~~The ~~conversion,~~updated ~~exercise~~guidance ~~or repayment, the respective derivative liability~~ is ~~marked to fair value at the conversion,~~effective ~~repayment~~for orinterim ~~exercise date~~ and ~~then~~annual ~~the~~periods ~~related~~beginning ~~fair~~after ~~value~~December ~~amount~~15, ~~is reclassified to other income or expense as part of gain or loss on debt extinguishment~~2018.

810

~~AGRITEK~~On ~~HOLDINGS~~January 1, ~~INC~~2019, the Company adopted ASU No. ~~AND~~2016-02, ~~SUBSIDIARIES~~applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and; (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected not to recognize right-of-use (“ROU”) assets and lease liabilities for short-term leases that have a term of 12 months or less. Leases entered into prior to January 1, 2019, are accounted for under ASC 840 and were not reassessed. We have elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less.

~~Notes~~Operating lease ROU assets represents the right to ~~Condensed~~use ~~Consolidated~~the ~~Financial~~leased asset for the lease term and operating lease liabilities are recognized based on ~~Statements~~the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the condensed consolidated statements of operations.

~~June~~Recent ~~30,~~accounting ~~2019~~pronouncements

In August 2018, the FASB issued ASU 2018-13—Fair Value Measurement (~~Unaudited~~Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement, to modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. 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. The Company does not believe this will have any material impact on the Company’s consolidated financial statements.

~~In July 2017, FASB issued ASU No~~Removals. ~~2017-11,~~The ~~Earnings~~following disclosure ~~Per~~requirements ~~Share~~were ~~(Topic~~removed ~~260); Distinguishing Liabilities~~ from ~~Equity (~~Topic ~~480); Derivatives and Hedging (Topic 815)~~820: (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. The guidance was adopted as of January 1, 2019 and the Company elected to record the effect of this adoption retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the condensed consolidated balance sheet as of the beginning of 2019, the period which the amendment is effective. The Company adopted ASU No. ASU No. 2017-11 in the first quarter of 2019, and the adoption did not have any impact on its consolidated financial statement and there was no cumulative effect adjustment.

~~Revenue recognition~~1. The amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy 2. The policy for timing of transfers between levels 3. The valuation processes for Level 3 fair value measurements 4. For nonpublic entities, the changes in unrealized gains and losses for the period included in earnings for recurring Level 3 fair value measurements held at the end of the reporting period.

~~In May 2014, FASB issued an update Accounting Standards Update, ASU 2014-09, establishing ASC 606 - Revenue from Contracts with Customers~~Modifications. ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard, which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The ~~Company~~following ~~adopted~~disclosure ~~this~~requirements ~~standard~~were ~~on January 1, 2018 using the~~ modified retrospective approach, which requires applying the new standard to all existing contracts not yet completed as of the effective date and recording a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Based on an evaluation of the impact ASU 2014-09 will have on the Company’s sources of revenue, the Company has concluded that ASU 2014-09 did not have any impact on the process for, timing of, and presentation and disclosure of revenue recognition from customers and there was no cumulative effect adjustment. The Company does not have revenues from continuing operations in ~~2019~~Topic ~~and minimal in 2018.~~820:

~~Stock-based compensation~~1. In lieu of a roll forward for Level 3 fair value measurements, a nonpublic entity is required to disclose transfers into and out of Level 3 of the fair value hierarchy and purchases and issues of Level 3 assets and liabilities. 2. For investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an investee’s assets and the date when restrictions from redemption might lapse only if the investee has communicated the timing to the entity or announced the timing publicly. 3. The amendments clarify that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date.

~~Stock-based~~Additions. The ~~compensation~~following isdisclosure ~~accounted for based on the~~ requirements ofwere ~~the~~added ~~Share-Based~~to ~~Payment~~ Topic of820; ~~ASC~~however, ~~718 which requires recognition in~~ the ~~financial~~disclosures ~~statements~~are ofnot ~~the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is~~ required ~~to perform the services in exchange~~ for ~~the~~nonpublic award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.entities:

Through March 31, 2018, pursuant to ASC 505-50 - Equity-Based Payments to Non-Employees, all share-based payments to non-employees, including grants of stock options, were recognized in the consolidated financial statements as compensation expense over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Black Scholes valuation model, the Company periodically reassessed the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and the Company adjusts the expense recognized in the consolidated financial statements accordingly. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but entities may not adopt prior to adopting the new revenue recognition guidance in ASC 606. The Company adopted ASU No. 2018-07 in January 1, 2019, and the adoption did not have any impact on its consolidated financial statements.11

Basic and diluted loss per share

	1.	The changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period.

	2.	The range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements.

~~Pursuant to~~In ~~ASC 260-10-45~~addition, ~~basic loss per common share is computed by dividing net loss by~~ the ~~weighted~~amendments eliminate ~~average~~at ~~number~~a ofminimum ~~shares~~from ~~of common stock outstanding for~~ the ~~periods~~phrase ~~presented.~~an ~~Diluted~~entity ~~loss~~shall ~~per~~disclose ~~share~~at isa ~~computed~~minimum byto ~~dividing~~promote ~~net loss by~~ the ~~weighted~~appropriate ~~average number~~exercise of ~~shares~~discretion ofby ~~common~~entities ~~stock,~~when ~~common~~considering ~~stock~~fair ~~equivalents~~value ~~and~~measurement ~~potentially~~disclosures ~~dilutive~~and ~~securities~~to ~~outstanding~~clarify ~~during~~that ~~the~~materiality ~~period.~~is ~~Potentially~~an appropriate ~~dilutive~~consideration ~~common shares consist~~ of ~~common~~entities ~~stock issuable for stock options~~ and ~~warrants~~their ~~(using~~auditors ~~the~~when ~~treasury~~evaluating ~~stock~~disclosure ~~method), convertible notes and common stock issuable~~requirements. ~~These~~The ~~common~~Company ~~stock~~is ~~equivalents~~evaluating ~~may be dilutive in~~ the ~~future.~~impact ~~The~~of ~~following potentially dilutive~~the ~~equity~~revised ~~securities~~guidance ~~outstanding~~and asbelieves ofthat ~~June~~it ~~30,~~will ~~2019 and 2018 were~~ not ~~included~~have ina ~~the~~significant ~~computation~~impact ofon ~~dilutive~~its ~~loss~~consolidated ~~per~~financial ~~common share because the effect would have been anti-dilutive:~~statements.

	June 30,
	2019		2018
Stock warrants		812,380		259,253
Convertible debt		12,680,257		844,737
Series B preferred stock		9,769,236		—
		23,261,873		1,103,990

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying unaudited consolidated financial statements.

9Note 3 – Marketable Securities

~~AGRITEK~~The Company owns marketable securities (common ~~HOLDINGS~~stock) as of September 30, ~~INC.~~2019, ~~AND~~and ~~SUBSIDIARIES~~December 31, 2018 is outlined below:

Notes to Condensed Consolidated Financial Statements

	September 30, 2019		December 31, 2018
Beginning balance	$	8,703	$	41,862
Unrealized gain (loss) marked to fair value		3,415		(33,159	)
Ending balance	$	12,118	$	8,703

~~June~~Petrogress 30Inc. (f/k/a 800 Commerce, ~~2019~~Inc), was a commonly controlled entity until February 29, 2016, owed the Company $282,947 as of February 29, 2016, as a result of advances received from or payments made by the Company on behalf of Petrogress Inc. These advances were non-interest bearing and were due on demand. Effective February 29, 2016, the Company received 11,025 shares of common stock of Petrogress Inc. as settlement of the $282,947 owed to the Company. The market value on the date the Company received the shares of common stock was $16,525.

~~(Unaudited)~~Note 4 – Cultivation

~~Accounts~~On August 7, 2019, The Company entered into ~~receivable~~a Farm Service Agreement (“Agreement”) with a service provider to for cultivation of land and hemp plants for a fee of $127,500 for 17 acres of land. Pursuant to the Agreement the cultivation shall include; (i) basic farm services; (ii) registration and reporting; (iii) inspection and testing and; (iv) plowing, planting, weed and pest control, irrigation and cultivation. As of September 30, 2019, the Company had paid $112,100 which was recorded as an asset under Cultivation in the accompanying condensed consolidated balance sheet.

~~The Company~~Note ~~records~~5 ~~accounts~~– ~~receivable~~Note ~~from~~Receivable amounts due from its customers upon the shipment of products. The allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience. While management uses the best information available to make its evaluations, this estimate is susceptible to significant change in the near term. As of June 30, 2019, and December 31, 2018, based on the above criteria, the Company has an allowance for doubtful accounts of $44,068.

~~Inventory~~On April 5, 2017, the Company executed a five-year operational and exclusive licensing agreement with a third party who leases a 15,000-sq. ft. approved cultivation facility located in San Juan, Puerto Rico. The Company will be the exclusive funding source, and supervise all infrastructure buildout, equipment lease/finance, security systems and personnel and provide access of seasoned Colorado and California cultivation crews to ensure the facility meets all standard operating procedures as set forth by the Department of Health of Puerto Rico. Under the agreement, the Company is to receive $12,000 a month in consulting fees, licensing fees on all vaporizer and edible sales, equipment and lighting rental and financing fees along with equity interest in the property. As of September 30, 2019, the Company had funded $190,000 for property renovations which was recorded as Note Receivable in the accompanying consolidated balance sheet (see Note 13).

~~Inventory~~Note is6 ~~valued~~– atOther ~~the~~Deposit lower of cost or market value. Cost is determined using the first in first out (FIFO) method. Provision for potentially obsolete or slow-moving inventory is made based on management analysis or inventory levels and future sales forecasts. As of June 30, 2019, and December 31, 2018, the Company had no inventory in stock.

~~Marketable~~On April 30, 2019, the Company along with ~~securities~~1919 Clinic, LLC (“1919”) signed an option to purchase the building 1919 is currently operating in located in San Juan, Puerto Rico, from the owner for $1,000,000. In May 2019, a non-refundable deposit of $175,000 was paid in consideration of the option to purchase the building which was recorded under Other Deposit in the accompanying consolidated balance sheet (see Note 13).

~~The Company~~On ~~classifies~~August ~~its marketable securities as available-for-sale securities~~28,2019, ~~which~~the ~~are~~Company ~~carried~~entered atinto an ~~their~~Exclusivity ~~fair~~agreement ~~value~~with ~~based~~an ~~on the~~entity in ~~quoted~~which ~~market prices of~~ the ~~securities~~Company ~~with~~will ~~unrealized~~receive ~~gains~~a ~~and~~period ~~losses, net~~ of ~~deferred~~exclusivity ~~income~~in ~~taxes,~~return ~~reported~~for aspayment ~~accumulated~~of ~~other~~an ~~comprehensive~~Exclusivity ~~income~~Fee ~~(loss), a separate component~~ of ~~stockholders’ equity~~$50,000. ~~Realized~~As ~~gains~~of ~~and~~September ~~losses~~30,2019, onthe ~~available-for-sale securities~~Company ~~are~~made ~~included~~a in$25,000 ~~net~~deposit ~~earnings~~towards inthis ~~the period earned or incurred~~fee.

~~Revenue recognition~~12

~~Effective January~~Note 1,7 ~~2018,~~– ~~the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606~~Land, ~~the~~Property ~~Company recognizes revenue from the commercial sales of products, licensing agreements~~ and ~~contracts to perform pilot studies by applying the following~~Equipment steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. The Company adopted ASC 606 on January 1, 2018 and the adoption had no impact on the Company’s financial statements.

~~Income~~Property and equipment are stated at cost, ~~Taxes~~and except for land, depreciation is provided by use of a straight-line method over the estimated useful lives of the assets. The Company reviews property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. In February 2017, the Company entered into a land purchase contract to acquire approximately 80 acres including water and mineral rights. The total cost of the land was $129,554. The Company paid $41,554 at closing and issued a note payable for $88,000. The Company is on the deed of trust of the property with a remaining note balance of $21,500 due the seller for both periods of September 30, 2019 and December 31, 2018 (see Note 9). The estimated useful lives of property and equipment are as follows:

The Company accounts for income tax using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

Furniture and equipment	5 years
Manufacturing equipment	7 years

The Company's ~~follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance~~land, ~~tax~~property ~~positions~~and ~~initially need to be recognized in the financial statements when it is more likely than not~~equipment ~~the~~consisted ~~position~~of ~~will be sustained upon examination by~~ the ~~tax~~following ~~authorities.~~at AsSeptember ~~of June~~ 30, 2019 and December 31, 2018, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. However, no such interest and penalties were incurred or recorded as of June 30, 2019.:

Related parties

	September 30, 2019			December 31, 2018
Land	$	129,554		$	129,554
Balance	$	129,554		$	129,554

Property and equipment	$	249,523		$	216,526
Less: accumulated depreciation		(95,957	)		(63,447	)
Balance	$	153,566		$	153,079

~~Parties are~~Depreciation ~~considered~~expense toof ~~be related to the Company if the parties~~$34,028 ~~directly~~and ~~or indirectly~~$28, ~~through one or more intermediaries, control,~~368 ~~are~~was ~~controlled~~recorded ~~by,~~for ~~or are under common control with~~ the ~~Company.~~nine ~~Related~~months ~~parties~~ended ~~also~~September ~~include principal owners of the Company~~30, ~~its~~ ~~management~~2019, ~~members of the immediate families of principal owners of the Company~~ and ~~its~~2018, management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interestsrespectively.

~~Leases~~Note 8 – Convertible Notes

~~In February~~St ~~2016,~~George the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842). The updated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases. In addition, the updated guidance requires that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606. The updated guidance is effective for interim and annual periods beginning after December 15, 2018. Note

On July 5, 2018, as part of the Company’s debt consolidation plan, the Company accepted and agreed to a Note Purchase Agreement (the “NPA”), whereby, St George, the lender, assigned $174,375 of outstanding principal and interest of the St George 2016 Note and $927,324 of outstanding principal and interest of the St George 2017 Note to a third party. The Company issued a 10% Replacement Promissory Note (the “RPN”) to the third party for $1,101,698. The RPN matured on January 1, 2019, is now subject to default interest rate of 18% per annum and is convertible into shares of the Company’s common stock at any time at the discretion of third party at a conversion price equal to the lowest trading price during the twenty-five trading days immediately prior to the conversion date multiplied by 58%, representing a forty 42% discount. In 2018, the third party converted $175,120 of outstanding principal and $12,380 of accrued interest into 166,224 shares of commons stock. As of December 31, 2018, the RPN had $452,012 of outstanding principal and $96,120 of accrued interest.

~~AGRITEK~~During ~~HOLDINGS~~the nine months ended September 30, 2019, ~~INC~~the lender converted $288,702 of the outstanding principal into 1,230,289 shares of the Company’s common stock. ~~AND~~As of ~~SUBSIDIARIES~~September 30, 2019, the RPN had $116,310 of outstanding principal, $126,318 of accrued interest and $492,199 of default penalty.

~~Notes to Condensed Consolidated Financial Statements~~13

~~June~~May ~~30,~~2018 ~~2019~~Note

On May 8, 2018, the Company entered into a securities purchase agreement (~~Unaudited~~the “SPA”) with a lender, pursuant to which the Company issued and sold a promissory note in the aggregate principal amount of up to $565,555 (“May 2018 Note”) to be funded in several tranches, subject to the terms, conditions and limitations set forth in the May 2018 Note. The May 2018 Note accrues interest at a rate of 9% per year (which shall be increased to 18% per year upon the occurrence of an Event of Default (as defined in the May 2018 Note)). The aggregate principal amount of up to $565,555 consists of OID of up to $55,555 and $10,000 legal fees, with net proceeds of up to $500,000 which will be funded in tranches. The maturity date of each tranche funded shall be six months from the effective date of each tranche. The lender has the right at any time to convert all or any part of the funded portion of the May 2018 Note into shares of the Company’s common stock at a conversion price equal to 58% of the lowest VWAP during the twenty-five trading day period ending on either (i) the last complete trading day prior to the conversion date or (ii) the conversion date (subject to adjustment as provided in the May 2018 Note), at the Lender’s sole discretion. In 2018, the Company received $450,000 of net proceeds, net of $49,496 of OID and $15,000 of legal fees. As of December 31, 2018, the May 2018 Note had $514,496 outstanding principal and $14,576 of accrued interest. On January 11, 2019, the Company received the final tranche, with the Company receiving net proceeds of $50,000, net of $5,556 OID. As of September 30, 2019, the May 2018 Note had $570,055 outstanding principal, $73,963 of accrued interest and $455,426 of default penalty.

~~On January~~In 1,connection ~~2019,~~with the ~~Company~~funding ~~adopted~~of ~~ASU No. 2016-02, applying~~ the ~~package~~May ~~of practical expedients to leases that commenced before~~2018 ~~the~~Note ~~effective~~in ~~date~~2018, ~~whereby~~ the Company ~~elected~~issued to339,502 ~~not~~warrants, ~~reassess~~with ~~the~~exercise ~~following:~~price ~~(i)~~between ~~whether~~$0.72 ~~any expired or existing contracts contain leases~~ and; ~~(ii) initial direct costs for any existing leases~~$3.63, ~~For~~to ~~contracts entered into on or after~~ the ~~effective~~lender ~~date,~~to atpurchase ~~the~~shares ~~inception~~ of ~~a contract~~ the Company ~~assessed whether the contract is, or contains, a lease. The Company~~’s ~~assessment~~common ~~is based~~stock ~~on:~~pursuant ~~(1)~~to ~~whether~~ the ~~contract~~terms ~~involves~~therein ~~the~~(“May ~~use~~2018 ~~of a distinct identified asset, (2~~Warrant”) ~~whether~~as wea ~~obtain~~commitment ~~the~~fee ~~right~~and ~~to substantially~~additional ~~all the economic benefit from the use of the asset throughout the period~~2,887,647 ~~and~~warrants ~~(3)~~were ~~whether~~issued itpursuant ~~has the right~~ to ~~direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand~~anti-~~alone price~~dilution toprovision ~~determine~~under the ~~lease~~May ~~payments~~2018 Warrant. ~~The~~As ~~Company has elected not to recognize right-~~of~~-use~~ ~~(“ROU”)~~September ~~assets and lease liabilities for short-term leases that have a term of 12 months or less. Leases entered into prior to January 1~~30, 2019, ~~are accounted~~there ~~for under ASC 840 and~~ were ~~not~~2,887,647 ~~reassessed.~~outstanding Wewarrants ~~have~~under ~~elected~~the ~~not~~May to2018 ~~recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less~~Warrant.

~~Operating lease~~February ~~ROU~~2019 assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the condensed consolidated statements of operations.Note

~~Recent~~On February 7, 2019, the Company entered into ~~accounting~~a ~~pronouncements~~securities purchase agreement (the “SPA”) with a lender, pursuant to which the Company issued and sold a promissory note in the aggregate principal amount of up to $565,555 (“February 2019 Note”) to be funded in several tranches, subject to the terms, conditions and limitations set forth in the February 2019 Note. The February 2019 Note accrues interest at a rate of 9% per year (which shall be increased to 18% per year upon the occurrence of an Event of Default (as defined in the February 2019 Note)). The aggregate principal amount of up to $565,555 consists of OID of up to $55,555 and $10,000 legal fees, with net proceeds of up to $500,000 which will be funded in tranches. The maturity date of each tranche funded shall be six months from the effective date of each tranche. The lender has the right at any time to convert all or any part of the funded portion of the February 2019 Note into shares of the Company’s common stock at a conversion price equal to 58% of the lowest VWAP during the twenty-five trading day period ending on either (i) the last complete trading day prior to the conversion date or (ii) the conversion date (subject to adjustment as provided in the February 2019 Note), at the Lender’s sole discretion. The Company received the; (i) first tranche on February 8, 2019 with the Company receiving net proceeds of $50,000, net of $15,556 OID and legal fees; (ii) the second tranche on February 14, 2019 with the Company receiving net proceeds of $50,000, net of $5,555 OID; (iii) the third tranche on March 5, 2019 with the Company receiving net proceeds of $50,000, net of $5,555 OID; (iv) the fourth tranche on March 30, 2019 with the Company receiving net proceeds of $15,000, net of $1,667 OID; (v) the fifth tranche on April 4, 2019 with the Company receiving net proceeds of $75,000, net of $8,333 OID; (vi) the sixth tranche on May 7, 2019 with the Company receiving net proceeds of $150,000, net of $16,667 OID; (vii) the seventh tranche on June 27, 2019 with the Company receiving net proceeds of $50,000, net of $5,556 OID and; (viii) the eighth tranche on September 14, 2019 with the Company receiving net proceeds of $25,000, net of $2,778 OID. As of September 30, 2019, the Company received an aggregate net proceeds of $465,000, net of $61,667 OID and legal fees which total to a principal amount of $526,667.

In ~~August~~During ~~2018,~~ the ~~FASB~~three ~~issued~~months ~~ASU~~ended ~~2018-13—Fair~~September ~~Value~~30, ~~Measurement~~2019, ~~(Topic~~the ~~820):~~lender ~~Disclosure~~converted ~~Framework~~$10,000 ~~Changes~~of to the ~~Disclosure Requirements~~outstanding ~~for~~principal ~~Fair~~into ~~Value Measurement~~155,039 toshares of ~~modify~~ the ~~disclosure~~Company’s ~~requirements~~common onstock. ~~fair~~As ~~value~~of ~~measurements~~September ~~in Topic 820~~30, ~~Fair Value Measurement~~2019, ~~based on~~ the ~~concepts~~February in2019 ~~the~~Note ~~Concepts~~had ~~Statement~~$488,889 ~~including~~of ~~the~~principal, ~~consideration~~$27,822 of ~~costs and benefits. The amendments~~accrued ininterest ~~this Update are effective for all entities for fiscal years,~~ and ~~interim periods within those fiscal years~~$215,511 ~~beginning~~of ~~after December~~default ~~15, 2019~~penalty. ~~The Company does not believe this will have any material impact on the Company’s consolidated financial statements.~~

~~Removals~~The Company issued 1,227,021 warrants, with exercise price between from $0.22 of $0.99, to the lender to purchase shares of the Company’s common stock pursuant to the ~~The~~terms ~~following~~therein ~~disclosure~~(“February ~~requirements~~2019 Warrant”) as a commitment fee and additional 394,143 warrants were ~~removed~~pursuant ~~from~~to ~~Topic~~anti-dilution provision ~~820:~~under the February 2019 Warrant. As of September 30, 2019, there were 1,621,164 outstanding warrants under the February 2019 Warrant.

1. The amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy 2. The policy for timing of transfers between levels 3. The valuation processes for Level 3 fair value measurements 4. For nonpublic entities, the changes in unrealized gains and losses for the period included in earnings for recurring Level 3 fair value measurements held at the end of the reporting period.14

~~Modifications. The~~April ~~following~~2019 ~~disclosure requirements were modified in Topic 820:~~Note

1.On InApril ~~lieu~~26, of2019, the Company entered a ~~roll~~note agreement ~~forward~~with ~~for~~a ~~Level~~lender, 3pursuant ~~fair~~to ~~value~~which ~~measurements,~~the Company issued and sold a ~~nonpublic~~promissory ~~entity~~note is(“April ~~required~~2019 Note”) with a principal amount of $128,500. The Company received $125,000 in net proceeds, net of $3,500 legal fees. The April 2019 Note bears an interest rate of 12% per year (interest rate shall be increased to ~~disclose~~22% ~~transfers~~per ~~into~~year ~~and~~upon ~~out~~the occurrence of ~~Level~~an 3Event of Default (as defined in the ~~fair~~April ~~value~~2019 ~~hierarchy~~Note)), shall mature on April 26, 2020 and ~~purchases~~the principal and ~~issues~~interest are convertible at any time at a conversion price equal to 63% of ~~Level~~the 3lowest ~~assets~~closing ~~and~~price, ~~liabilities.~~as 2reported on the OTCQB or other principal trading market, during the twenty trading days preceding the conversion date. ~~For~~The ~~investments~~lender inmay ~~certain~~not ~~entities~~convert the April 2019 Note to the extent that ~~calculate~~such ~~net~~conversion would ~~asset~~result ~~value,~~in anbeneficial ~~entity~~ownership isby ~~required~~a tolender ~~disclose~~and ~~the~~its ~~timing~~affiliates of ~~liquidation~~more than 4.99% of anthe ~~investee~~Company’s ~~assets~~issued and outstanding common stock. During the ~~date~~first ~~when~~60 ~~restrictions~~to ~~from~~180 ~~redemption~~days ~~might~~following ~~lapse~~the ~~only~~date ifof the ~~investee~~April ~~has~~2019 ~~communicated~~Note, the ~~timing~~Company has the right to prepay the principal ~~entity~~and oraccrued ~~announced~~but unpaid interest due under the ~~timing~~April ~~publicly.~~2019 3.Note, ~~The~~together ~~amendments~~with ~~clarify~~any other amounts that the ~~measurement~~Company ~~uncertainty~~may ~~disclosure~~owe the islender tounder ~~communicate~~the ~~information~~terms ~~about~~of the ~~uncertainty~~April in2019 ~~measurement~~Note, at a premium ranging from 115% to 135% as defined in April 2019 Note. After this initial 180-day period, the Company does not have a right to prepay the April 2019 Note. As of September 30, 2019, the ~~reporting~~April 2019 ~~date~~Note had $128,500 of outstanding principal and $6,633 of accrued interest.

~~Additions. The~~May ~~following~~2019 ~~disclosure requirements were added to Topic 820; however, the disclosures are not required for nonpublic entities:~~Note

	1.	The changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period.
	2.	The range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements.

On May 31, 2019, the Company entered a note agreement with a lender, pursuant to which the Company issued and sold a promissory note (“May 2019 Note I”) with a principal amount of $128,500. The Company received $125,000 in net proceeds, net of $3,500 legal fees. The May 2019 Note I bears an interest rate of 12% per year (interest rate shall be increased to 22% per year upon the occurrence of an Event of Default (as defined in the May 2019 Note I)), shall mature on May 31, 2020 and the principal and interest are convertible at any time at a conversion price equal to 63% of the lowest closing price, as reported on the OTCQB or other principal trading market, during the twenty trading days preceding the conversion date. The lender may not convert the May 2019 Note I to the extent that such conversion would result in beneficial ownership by a lender and its affiliates of more than 4.99% of the Company’s issued and outstanding common stock. During the first 60 to 180 days following the date of the May 2019 Note I, the Company has the right to prepay the principal and accrued but unpaid interest due under the May 2019 Note I, together with any other amounts that the Company may owe the lender under the terms of the May 2019 Note I, at a premium ranging from 115% to 135% as defined in May 2019 Note I. After this initial 180-day period, the Company does not have a right to prepay the May 2019 Note I. As of September 30, 2019, the May 2019 Note I had $128,500 of outstanding principal and $5,154 of accrued interest.

On May 10, 2019, the Company entered a note agreement with a related party (“Lender”), pursuant to which the Company issued and sold a promissory note (“May 2019 Note II”) with a principal amount of $175,000 (see Note 10). The Company received $175,000 in net proceeds. The May 2019 Note II bears an interest rate of 8% per year and matures on November 11, 2019 and the principal and interest are convertible at any time at a conversion price equal to 70% of the lowest closing bid price, as reported on the OTCQB or other principal trading market, during the seven trading days preceding the conversion date. As of September 30, 2019, the May 2019 Note II had $175,000 of outstanding principal and $5,485 of accrued interest.

~~AGRITEK~~September ~~HOLDINGS,~~2019 ~~INC. AND SUBSIDIARIES~~Note

~~Notes~~On September 18, 2019, the Company entered a note agreement with a lender, pursuant to ~~Condensed~~which ~~Consolidated~~the ~~Financial~~Company issued and sold a promissory note (“September 2019 Note”) ~~Statements~~with a principal amount of $677,000. The Company received $500,000 in net proceeds, net of $65,833 OID. The September 2019 Note bears an interest rate of 9% per year (interest rate shall be increased to 18% per year upon the occurrence of an Event of Default (as defined in the September 2019 Note)), shall mature on March 17, 2020 and the principal and interest are convertible at any time at a conversion price equal to 58% of the lowest closing price, as reported on the OTCQB or other principal trading market, during the twenty- five trading days preceding the conversion date. The lender may not convert the September 2019 Note to the extent that such conversion would result in beneficial ownership by a lender and its affiliates of more than 4.99% of the Company’s issued and outstanding common stock. As of September 30, 2019, the September 2019 Note had $565,833 of outstanding principal and $1,674 of accrued interest.

~~June 30, 2019~~15

~~(Unaudited)~~At September 30, 2019 and December 31, 2018, the convertible debt consisted of the following:

In addition, the amendments eliminate at a minimum from the phrase an entity shall disclose at a minimum to promote the appropriate exercise of discretion by entities when considering fair value measurement disclosures and to clarify that materiality is an appropriate consideration of entities and their auditors when evaluating disclosure requirements. The Company is evaluating the impact of the revised guidance and believes that it will not have a significant impact on its consolidated financial statements.

	September 30, 2019			December 31, 2018
Principal amount	$	2,200,867		$	935,008
Less: unamortized debt issue cost		(69,735	)		—
Less: unamortized debt discount		(744,830	)		(217,293	)
Convertible note payable, net	$	1,386,302		$	717,715

~~Management does~~For ~~not~~the ~~believe~~nine ~~that~~months ~~any~~ended ~~other~~September ~~recently~~30, ~~issued~~2019 and 2018, ~~but~~the ~~not~~lender ~~yet~~converted ~~effective~~an ~~accounting~~aggregate ~~pronouncements~~of $318,702 ifoutstanding ~~adopted~~principal into 1,654,776 ~~would~~shares ~~have~~of acommon ~~material~~stock and aggregate ~~effect~~of on$374,608 ~~the~~outstanding ~~accompanying~~principal ~~unaudited~~and ~~consolidated~~interest ~~financial~~into3,387,234 ~~statements~~shares of common stock, respectively (see Note 12).

~~Note~~The Company recorded a loss on debt extinguishment 3of –$305,122 ~~Marketable~~and ~~Securities~~$58,759 on the redemption of convertible notes for the nine months ended September 30, 2019 and 2018, respectively.

~~The Company~~Other ~~owns marketable securities (common stock) as of June 30, 2019, and December 31, 2018 is outlined below:~~Financing

	June 30, 2019		December 31, 2018
Beginning balance	$	8,703	$	41,862
Unrealized gain (loss) marked to fair value		12,669		(33,159	)
Ending balance	$	21,372	$	8,703

On July 30, 2019, the Company entered into an Equity Purchase Agreement (“Equity Purchase Agreement”) and Registration Rights Agreement (“Registration Rights Agreement”) with a non-affiliated party, a Puerto Rico limited liability company (“Investor”). Under the terms of the Equity Purchase Agreement, the Investor agreed to purchase from the Company up to $5,000,000 of the Company’s common stock upon effectiveness of a registration statement on Form S-1 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”) and subject to certain limitations and conditions set forth in the Equity Purchase Agreement.

~~Petrogress Inc.~~Following ~~(f/k/a~~effectiveness ~~800~~of ~~Commerce,~~the ~~Inc)~~Registration Statement, ~~was~~and asubject ~~commonly~~to ~~controlled~~certain ~~entity~~limitations ~~until~~and ~~February~~conditions ~~29,~~set ~~2016,~~forth ~~owed~~in the ~~Company~~Equity ~~$282~~Purchase Agreement,~~947~~ asthe ofCompany ~~February~~shall have ~~29,~~the ~~2016,~~discretion asto adeliver ~~result~~put ofnotices ~~advances~~to ~~received~~the ~~from~~Investor orand ~~payments~~the ~~made~~Investor bywill be obligated to purchase shares of the Company’s common stock, par value $0.0001 per share based on ~~behalf~~the ofinvestment ~~Petrogress~~amount ~~Inc~~specified in each put notice. ~~These~~The ~~advances~~maximum ~~were~~amount that ~~non-interest~~the ~~bearing~~Company ~~and~~shall ~~were~~be ~~due~~entitled onto ~~demand. Effective~~put ~~February~~to ~~29,~~the ~~2016,~~Investor in each put notice shall not exceed the ~~Company~~lesser ~~received~~of 11$500,~~025~~000 ~~shares~~or one hundred percent (100%) of the average daily trading volume of the Company’s common stock of ~~Petrogress~~during ~~Inc~~the ten (10) trading days preceding the put. asPursuant ~~settlement~~to the Equity Purchase Agreement, the Investor and its affiliates will not be permitted to purchase and the Company may not put shares of the ~~$282,947~~Company’s ~~owed~~common stock to the Investor that would result in a beneficial ownership of the Company’s outstanding common stock exceeding 9.99%. The ~~market~~price ~~value~~of oneach put share shall be equal to eighty five percent (85%) of the ~~date~~Market Price (as defined in the Equity Purchase Agreement). Puts may be delivered by the Company ~~received~~to the ~~shares~~Investor until the earlier of (i) the date on which the Investor has purchased an aggregate of $5,000,000 worth of common stock ~~was~~under ~~$16~~the terms of the Equity Purchase Agreement,~~525~~ (ii) July 22, 2022, or (iii) written notice of termination delivered by the Company to the Investor, subject to certain equity conditions set forth in the Equity Purchase Agreement.

~~Note~~On 4July –30, ~~Note~~2019, ~~Receivable~~in connection with its entry into the Equity Purchase Agreement and the Registration Rights Agreement, the Company will issue commitment shares (as defined in the Equity Purchase Agreement) to the Investor.

OnThe ~~April~~Registration 5,Rights ~~2017,~~Agreement provides that the Company ~~executed a~~shall ~~five-year~~(i) ~~operational~~file ~~and exclusive licensing agreement~~ with athe ~~third~~Commission ~~party who leases a 15,000-sq. ft. approved cultivation facility located in San Juan, Puerto Rico. The Company will be~~ the ~~exclusive~~Registration ~~funding~~Statement ~~source,~~by ~~and~~August ~~supervise all infrastructure buildout~~15, ~~equipment~~ ~~lease/finance,~~2019; ~~security systems~~ and ~~personnel~~(ii) ~~and~~use ~~provide~~its ~~access~~best ~~of seasoned Colorado and California cultivation crews~~efforts to ~~ensure~~have the ~~facility~~Registration ~~meets~~Statement ~~all~~declared ~~standard~~effective ~~operating procedures as set forth~~ by the ~~Department~~Commission ofat ~~Health of Puerto Rico. Under~~ the ~~agreement,~~ ~~the~~earliest ~~Company~~possible isdate ~~to receive $12,000 a month~~ (in ~~consulting~~any ~~fees~~event, ~~licensing~~by ~~fees on all vaporizer and edible sales, equipment~~September ~~and lighting rental and financing fees along with equity interest in the property. As of June 30~~21, 2019~~, the Company had funded $190,000 for property renovations which was recorded as Note Receivable in the accompanying consolidated balance sheet (see Note 12~~).

~~Note~~As 5of –September ~~Other~~30, ~~Deposit~~2019, no shares of common stock have been issued under the Equity Purchase Agreement.

OnDerivative ~~April~~Liabilities ~~30,~~Pursuant ~~2019, the Company along with 1919 Clinic, LLC (“1919”) signed an option~~ to ~~purchase the building 1919 is currently operating in located in San Juan,~~Notes ~~Puerto~~and Rico, from the owner for $1,000,000. In May 2019, a non-refundable deposit of $175,000 was paid in consideration of the option to purchase the building which was recorded under Other Deposit in the accompanying consolidated balance sheet (see Note 12).Warrants

12The Company determined that the conversion feature of the St George, May 2018, February 2019, April 2019 and May 2019 Notes (“Notes”) and related warrants, represent an embedded derivative since the Notes are convertible into a variable number of shares upon conversion. Accordingly, the Notes were not considered to be conventional debt under ASC 815-40 (formerly EITF 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock) and the embedded conversion feature was bifurcated from the debt host and accounted for as a derivative liability. Accordingly, the fair value of these derivative instruments being recorded as a liability on the consolidated balance sheet with the corresponding amount recorded as a discount to each Note. Such discount is being amortized from the date of issuance to the maturity dates of the Notes. The fair value of the embedded conversion option derivatives was determined using the Binomial valuation model. At the end of each period, on the date that debt was converted into common shares, the Company revalued the embedded conversion option derivative liabilities.

~~AGRITEK HOLDINGS, INC. AND SUBSIDIARIES~~16

~~Notes~~In toJuly ~~Condensed~~2017, ~~Consolidated~~FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain ~~Statements~~financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. The guidance was adopted as of January 1, 2019 and the Company elected to record the effect of this adoption retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the condensed consolidated balance sheet as of the beginning of 2019, the period which the amendment is effective. The Company adopted ASU No. 2017-11 in the first quarter of 2019, and the adoption did not have any impact on its consolidated financial statements and there were no cumulative effect adjustments as there were other notes and warrants provisions that caused derivative treatment.

~~June~~In connection with the issuance of the February 2019, April 2019, May 2019, and September 2019 Notes and related Warrants, during the nine months ended September 30, 2019, initial measurement date, the fair values of the embedded conversion option derivative and warrant derivative of $3,276,295 was recorded as derivative liabilities and was allocated as a debt discount of the February 2019, April 2019, May 2019 and September 2019 Notes of $1,421,230.

~~(Unaudited)~~For the nine months ended September 30, 2019 and 2018, amortization of debt discounts related to the Notes and Warrants amounted to $893,694 and $1,622,702, respectively, which has been included in interest expense on the accompanying consolidated statements of operations.

~~Note~~During 6the –nine ~~Land,~~months ~~Property~~ended ~~and~~September 30, ~~Equipment~~2019, the fair value of the derivative liabilities was estimated using the Binomial valuation model with the following assumptions:

Property and equipment are stated at cost, and except for land, depreciation is provided by use of a straight-line method over the estimated useful lives of the assets. The Company reviews property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. In February 2017, the Company entered into a land purchase contract to acquire approximately 80 acres including water and mineral rights. The total cost of the land was $129,555. The Company paid $41,554 at closing and issued a note payable for $88,000. The Company is on the deed of trust of the property with a remaining note balance of $21,500 due the seller for both periods of June 30, 2019 and December 31, 2018 (see Note 8). The estimated useful lives of property and equipment are as follows:

Dividend rate	—	%
Term (in years)	0.01 to 5.00 years
Volatility	162.9% to 205.5	%
Risk-free interest rate	1.51% to 2.42	%

Furniture and equipment	5 years
Manufacturing equipment	7 years

Note 9 – Non-Convertible Note Payable

~~The~~On March 18, 2014, in conjunction with the land purchase of 80 acres in Pueblo County, Colorado, the Company's paid $36,000 cash and entered into a promissory note in the amount of $85,750. In November 2015, the Company was made aware that the land transaction regarding 80 acres in Pueblo County, Colorado, may not have been properly deeded to the Company. The company was a party to the land purchase, however, the second party to the land contract never filed the original quit claim deed on behalf of the Company, even though a copy of the notarized quit claim deed was sent to the Company. In February, 2017, the original owner of the 80 acres foreclosed on the property from the second party and ~~equipment~~the Company entered into a new land purchase contract (including water and mineral rights) directly with the landowner ~~consisted~~on February 7, 2017. The Company is on the deed of trust of the ~~following~~property atand ~~June~~the note payable had outstanding balance as $21,500 for both periods of September 30, 2019, and December 31, 2018: (see Note 7).

	June 30, 2019			December 31, 2018
Land	$	129,554		$	129,554
Balance	$	129,554		$	129,554
Property and equipment	$	249,522		$	215,006
Less: accumulated depreciation		(83,622	)		(61,928	)
Balance	$	165,900		$	282,633

Note 10 – Operating Lease Right-of-Use (“ROU”) Assets and Operating Lease Liabilities

~~Depreciation~~On ~~expense~~October of5, ~~$21~~2017,~~694~~ the Company entered in to a lease agreement with Mr. Friedman who served as an officer of the Company and ~~$18~~currently a consultant. The Company leased a fifteen-acre “420 Style” resort and estate property near Quebec City,~~119~~ Canada. Pursuant to the lease agreement, the ~~was~~Company ~~recorded~~will pay a monthly rent of $8,000 per month to Mr. Freidman. The Company is responsible for all costs of the ~~three~~property, including, but not limited to, renovations, repairs and maintenance, insurance and utilities. During the nine months ended ~~June~~ September 30, 2019, ~~and~~the ~~2018~~Company incurred $72,000 ~~respectively~~of rent expense (see Note 11 and Note 13).

In adopting ASC Topic 842, Leases (Topic 842), the Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs (see Note 72). –In ~~Convertible~~addition, ~~Notes~~the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less. On January 1, 2019, upon adoption of ASC Topic 842, the Company recorded right-of-use assets and lease liabilities of $310,259.

~~St George Note~~17

OnFor ~~July 5, 2018, as part of~~ the ~~Company’s debt~~nine ~~consolidation~~months ~~plan,~~ended ~~the~~September ~~Company accepted and agreed to a Note Purchase Agreement (the “NPA”)~~30, ~~whereby~~2019, ~~St George,~~ ~~the~~lease ~~lender,~~costs ~~assigned~~amounted ~~$174,375 of outstanding principal and interest of the St George 2016 Note and $927,324 of outstanding principal and interest of the St George 2017 Note~~ to ~~a third party. The Company issued a 10% Replacement Promissory Note (the “RPN”) to the third party for~~ $172,~~101,698.~~000 ~~The~~which ~~RPN~~included ~~matured~~base onlease ~~January 1~~costs, ~~2019,~~all ~~is now subject to default interest rate~~ of ~~18%~~which ~~per~~were ~~annum and~~expensed ~~is convertible into shares of the Company’s common stock at any time at the discretion of third party at a conversion price equal to the lowest trading price~~ during the ~~twenty-five~~period ~~trading~~and ~~days~~included ~~immediately~~in ~~prior to the conversion date multiplied~~general ~~by 58%, representing a forty 42% discount. In 2018, the third party converted $175,120 of outstanding principal~~ and ~~$12,380~~administrative ~~of accrued~~expenses ~~interest~~on ~~into 166,224 shares of commons stock. As of December 31, 2018,~~ the ~~RPN~~accompanying ~~had~~condensed ~~$452,012~~consolidated ofstatements ~~outstanding principal and $96,120~~ of ~~accrued interest~~operations.

~~During the~~The ~~six~~significant ~~months~~assumption ~~ended~~used ~~June~~to ~~30, 2019,~~ determine the ~~third~~present ~~party~~value ~~converted $273,702~~ of the ~~outstanding~~lease ~~principal~~liability ~~into~~was ~~1,110,000~~a ~~shares~~discount rate of ~~the Company’s~~9% ~~common~~which ~~stock.~~was Asbased ofon ~~June 30, 2019,~~ the ~~RPN~~Company’s ~~had~~estimated ~~$151,310~~incremental borrowing ~~of outstanding principal and $ 119,453 of accrued interest~~rate.

~~May~~Right-of-use asset ~~2018~~(“ROU”) ~~Note~~is summarized below:

On May 8, 2018, the Company entered into a securities purchase agreement (the “SPA”) with a lender, pursuant to which the Company issued and sold a promissory note in the aggregate principal amount of up to $565,555 (“May 2018 Note”) to be funded in several tranches, subject to the terms, conditions and limitations set forth in the May 2018 Note. The May 2018 Note accrues interest at a rate of 9% per year (which shall be increased to 18% per year upon the occurrence of an Event of Default (as defined in the May 2018 Note)). The aggregate principal amount of up to $565,555 consists of OID of up to $55,555 and $10,000 legal fees, with net proceeds of up to $500,000 which will be funded in tranches. The maturity date of each tranche funded shall be six months from the effective date of each tranche. The lender has the right at any time to convert all or any part of the funded portion of the May 2018 Note into shares of the Company’s common stock at a conversion price equal to 58% of the lowest VWAP during the twenty-five trading day period ending on either (i) the last complete trading day prior to the conversion date or (ii) the conversion date (subject to adjustment as provided in the May 2018 Note), at the Lender’s sole discretion. In 2018, the Company received $450,000 of net proceeds, net of $49,496 of OID and $15,000 of legal fees. As of December 31, 2018, the May 2018 Note had $514,496 outstanding principal and $14,576 of accrued interest. On January 11, 2019, the Company received the final tranche, with the Company receiving net proceeds of $50,000, net of $5,556 OID. As of June 30, 2019, the May 2018 Note had $570,055 outstanding principal and $48,100 of accrued interest.

	September 30, 2019
Operating lease	$	310,259
Less accumulated reduction		(52,617	)
Balance of ROU asset as of September 30, 2019	$	257,642

13Operating lease liability related to the ROU asset is summarized below:

AGRITEK HOLDINGS, INC. AND SUBSIDIARIES

	September 30, 2019
Operating lease	$	310,259
Total lease liabilities		310,259
Reduction of lease liability		(52,617	)
Total		257,642
Less: short term portion as of September 30, 2019		(74,210	)
Long term portion as of September 30, 2019	$	183,432

~~Notes~~Future tobase ~~Condensed~~lease ~~Consolidated~~payments ~~Financial~~under the non-cancelable ~~Statements~~operating lease at September 30, 2019 are as follows:

June 30, 2019

	Amount
Three months ended December 31, 2019	$	24,000
Year ending - 2020		96,000
Year ending - 2021		96,000
Ten months ended October 31, 2022		80,000
Total minimum non-cancelable operating lease payments		296,000
Less: discount to fair value		(38,358	)
Total lease liability at September 30, 2019	$	257,642

~~(Unaudited)~~Note 11 – Related Party Transactions

InDue ~~connection with the funding of the May 2018 Note in 2018, the Company recorded also issued 34,842 warrants, with exercise price of $3.5,~~ to ~~the~~Related ~~lender to purchase shares of the Company’s common stock pursuant to the terms therein (“May 2018 Warrant”) as a commitment fee.~~Party:

~~February~~On October 5, 2017, the Company entered in ~~2019~~to a lease agreement with Mr. Friedman who served as an officer of the Company and currently a consultant. The Company leased a fifteen-acre “420 Style” resort and estate property near Quebec City, Canada. Pursuant to the lease agreement, the Company will pay a monthly rent of $8,000 per month to Mr. Freidman. The Company is responsible for all costs of the property, including, but not limited to, renovations, repairs and maintenance, insurance and utilities (see Note 10). During the nine months ended September 30, 2019, the Company incurred $72,000 of rent expense, related to the property discussed above.

OnThe ~~February~~following 7,table ~~2019,~~summarizes the ~~Company entered~~related ~~into~~party aactivity ~~securities purchase agreement (~~the ~~“SPA”) with a lender, pursuant to which the~~ Company ~~issued~~for ~~and sold a promissory note in~~ the ~~aggregate~~nine principal amount of up to $565,555 (“February 2019 Note”) to be funded in several tranches, subject to the terms, conditions and limitations set forth in the February 2019 Note. The February 2019 Note accrues interest at a rate of 9% per year (which shall be increased to 18% per year upon the occurrence of an Event of Default (as defined in the February 2019 Note)). The aggregate principal amount of up to $565,555 consists of OID of up to $55,555 and $10,000 legal fees, with net proceeds of up to $500,000 which will be funded in tranches. The maturity date of each tranche funded shall be six months ~~from the~~ended ~~effective~~September date of each tranche. The lender has the right at any time to convert all or any part of the funded portion of the February 2019 Note into shares of the Company’s common stock at a conversion price equal to 58% of the lowest VWAP during the twenty-five trading day period ending on either (i) the last complete trading day prior to the conversion date or (ii) the conversion date (subject to adjustment as provided in the February 2019 Note), at the Lender’s sole discretion. The Company received the; (i) first tranche on February 8, 2019 with the Company receiving net proceeds of $50,000, net of $15,556 OID and legal fees; (ii) the second tranche on February 14, 2019 with the Company receiving net proceeds of $50,000, net of $5,555 OID; (iii) the third tranche on March 5, 2019 with the Company receiving net proceeds of $50,000, net of $5,555 OID; (iv) the fourth tranche on March 30, 2019 with the Company receiving net proceeds of $15,000, net of $1,667 OID; (v) the fifth tranche on April 4, 2019 with the Company receiving net proceeds of $75,000, net of $8,333 OID; (vi) the sixth tranche on June 27, 2019 with the Company receiving net proceeds of $150,000, net of $16,667 OID and; (vii) the seventh tranche on May, 2019 with the Company receiving net proceeds of $50,000, net of $5,556 OID. As of June 30, 2019, the Company received an aggregate net proceeds of $440,000, net of $58,889 OID and legal fees which total to a principal amount of $498,889.:

As of June 30, 2019, the February 2019 Note had $498,889 of principal and $10,228 of accrued interest.

	Total
Due to related party balance at December 31, 2018	$	(1,283	)
Working capital advances received		(24,709	)
Accrued rent expenses – related party		(28,000	)
Repayments made		52,383
Due to related party balance at September 30, 2019	$	(1,609	)

The Company issued 1,079,353 warrants, with exercise price between from $0.28 of $0.99, to the lender to purchase shares of the Company’s common stock pursuant to the terms therein (“February 2019 Warrant”) as a commitment fee. As of June 30, 2019, there were 1,079,353 outstanding warrants under the February 2019 Warrant.18

~~April 2019~~Convertible Note Payable – Related Party:

On ~~April~~May 2610, 2019, the Company entered a note agreement with a ~~lender~~related party (“Lender”), pursuant to which the Company issued and sold a promissory note (“~~April~~ May 2019 Note II”) with a principal amount of $~~128~~175,~~500~~000 (see Note 8). The Company received $~~125~~175,000 in net proceeds~~, net of $3,500 legal fees~~. The ~~April~~May 2019 ~~Note~~ Note II bears an interest rate of 128% per year ~~(interest~~and ~~rate~~matures ~~shall be increased to 22% per year upon the occurrence of an Event of Default (as defined in the April 2019 Note)), shall mature~~ on ~~April~~November 2611, ~~2020~~2019 and the principal and interest are convertible at any time at a conversion price equal to 6370% of the lowest closing bid price, as reported on the OTCQB or other principal trading market, during the ~~twenty~~seven trading days preceding the conversion date. ~~The~~As ~~lender~~of ~~may~~September ~~not~~30, ~~convert~~2019, the ~~April~~May 2019 Note toII ~~the~~had ~~extent that such conversion~~$175,000 ~~would result in beneficial ownership by a lender and its affiliates~~ of ~~more than 4.99% of the Company’s issued and~~ outstanding ~~common~~ ~~stock. During the first 60 to 180 days following the date of the April 2019 Note, the Company has the right to prepay the~~ principal and ~~accrued but unpaid interest due under the April 2019 Note~~$1,674 ~~together with any other amounts that the Company may owe the lender under the terms~~ of ~~the~~accrued ~~April~~interest ~~2019~~(see Note, ~~at a premium ranging from 115% to 135% as defined in April 2019 Note~~8). ~~After this~~The ~~initial~~May ~~180-day period, the Company does not have a right to prepay the April~~ 2019 Note. AsII ofis ~~June~~reflected ~~30,~~under ~~2019,~~convertible ~~the April 2019~~notes, ~~Note~~net ~~had $128,500~~ of ~~outstanding~~the ~~principal~~accompanying ~~and~~consolidated ~~$2,746~~balance ~~of accrued interest~~sheet.

14Note 12 – Stockholders’ Deficit

~~AGRITEK~~Shares ~~HOLDINGS, INC. AND SUBSIDIARIES~~Authorized

~~Notes~~On March 3, 2019, the Company filed an amendment to ~~Condensed~~its ~~Consolidated~~Certificate ~~Financial~~of Incorporation, with the Delaware Secretary of State, to increase its authorized ~~Statements~~common stock from 1,250,000,000 shares to 1,499,000,000 shares (see Note 1). The Company’s 1,500,000,000 authorized shares consisted of 1,499,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.01 per share.

~~June~~On 30March 26, 2019, the Company filed an amendment to its Certificate of Incorporation, with the Delaware Secretary of State, for 1-for-200 reverse stock split of our common stock (the “Reverse Stock Split”) effective March 26, 2019. The number of shares of common stock subject to outstanding options, warrants and convertible securities were also reduced by a factor of two-hundred and no fractional shares were issued. All historical share in this report have been adjusted to reflect the Reverse Stock Split (see Note 1). There were no changes to the authorized number of shares and the par value of our common stock.

~~(Unaudited)~~Preferred Stock

~~May~~The Company has 1,000,000 authorized shares ~~2019~~of ~~Note~~preferred stock with per share par value of $0.01.

OnSeries ~~May~~A ~~31,~~Preferred 2019, the Company entered a note agreement with a lender, pursuant to which the Company issued and sold a promissory note (“May 2019 Note I”) with a principal amount of $128,500. The Company received $125,000 in net proceeds, net of $3,500 legal fees. The May 2019 Note I bears an interest rate of 12% per year (interest rate shall be increased to 22% per year upon the occurrence of an Event of Default (as defined in the May 2019 Note I)), shall mature on May 31, 2020 and the principal and interest are convertible at any time at a conversion price equal to 63% of the lowest closing price, as reported on the OTCQB or other principal trading market, during the twenty trading days preceding the conversion date. The lender may not convert the May 2019 Note I to the extent that such conversion would result in beneficial ownership by a lender and its affiliates of more than 4.99% of the Company’s issued and outstanding common stock. During the first 60 to 180 days following the date of the May 2019 Note I, the Company has the right to prepay the principal and accrued but unpaid interest due under the May 2019 Note I, together with any other amounts that the Company may owe the lender under the terms of the May 2019 Note I, at a premium ranging from 115% to 135% as defined in May 2019 Note I. After this initial 180-day period, the Company does not have a right to prepay the May 2019 Note I. As of June 30, 2019, the May 2019 Note I had $128,500 of outstanding principal and $1,267 of accrued interest.Stock

On ~~May~~June 1020, ~~2019~~2012, the Company ~~entered~~cancelled ~~a note~~the ~~agreement~~designation ~~with~~of ~~a related party (“Lender”)~~1,000,000 ~~pursuant~~shares toof ~~which~~Series ~~the~~A ~~Company~~Preferred ~~issued~~Stock ~~and sold a promissory note~~ (“~~May 2019~~Series ~~Note II~~A”) ~~with a principal amount of $175~~,~~000~~ ~~(see~~par ~~Note~~value ~~10). The Company received~~ $~~175,000 in net proceeds~~0.01. ~~The~~There ~~May~~were ~~2019 Note~~no IISeries ~~bears~~A ~~an interest rate of 8% per year~~ issued and ~~matures~~outstanding onprior ~~November 11, 2019 and the principal and interest are convertible at any time at a conversion price equal~~ to ~~70% of~~ the ~~lowest~~cancellation ~~closing bid price, as reported on the OTCQB or other principal trading market, during the seven trading days preceding the conversion date. As~~ of ~~June 30, 2019,~~ the ~~May~~Series ~~2019~~A ~~Note II had $175,000 of outstanding principal and $1,956 of accrued interest~~designation.

~~At June~~Series ~~30,~~B ~~2019~~Preferred ~~and December 31, 2018, the convertible debt consisted of the following:~~Stock

	June 30, 2019			December 31, 2018
Principal amount	$	1,652,256		$	935,008
Less: unamortized debt issue cost		(31,824	)		—
Less: unamortized debt discount		(584,965	)		(217,293	)
Convertible note payable, net	$	1,035,467		$	717,715

On June 20, 2012, the Company filed a Certificate of Designation, Preferences and Rights, with the Delaware Secretary of State where it designated 1,000,000 of the authorized shares of Preferred Stock as Series B Preferred Stock (“Series B”), par value $0.01.

~~For the six months ended June 30~~The rights, ~~2019~~preferences and ~~2018,~~ ~~the~~restrictions ~~lender converted an aggregate~~ of ~~$273,702~~the ~~outstanding~~Series ~~principal~~B ~~into~~Preferred ~~1,110,000~~Stock ~~shares~~(“Series ~~of common stock and aggregate of $187~~B”),~~500~~ ~~outstanding~~as ~~principal into166~~amended,~~224~~ ~~shares of common stock, respectively (see Note 11).~~state;

~~The~~● ~~Company~~each ~~recorded~~share aof ~~loss~~the onClass ~~debt~~B ~~settlement~~ Convertible Preferred Stock shall automatically convert into shares of ~~$251,799~~the Company’s common stock when there are sufficient authorized and ~~$58~~unissued shares of common stock to allow for the conversion. The Series B will convert in its entirety,~~759~~ onequal one-half the ~~redemption~~total outstanding shares of ~~convertible~~common ~~notes~~stock ~~for~~of the ~~six~~day ~~months~~immediately ~~ended~~prior ~~June~~to 30the conversion date, ~~2019~~on ~~and~~a ~~2018,~~fully ~~respectively~~diluted basis. The converted shares will be issued pro rata so that each Series B holder will receive the appropriate number of shares of common stock equal to their percentage ownership of their Series B;

~~Derivative~~● ~~Liabilities~~all ~~Pursuant~~of the outstanding shares of the Series B, in their entirety, will have voting rights equal to ~~Notes~~ the number of shares of common stock outstanding on a fully diluted basis immediately prior to any vote. The shares eligible to vote will be calculated pro rata so that each Series B holder will have voting power equal to their respective Series B ownership percentage. The Series B holders shall have the rights to vote on all matters presented or submitted to the Company’s stockholders for approval in pari passu with holders of the Company’s common stock, and ~~Warrants~~not as a separate class.

The Company determined that the conversion feature of the St George, May 2018, February 2019, April 2019 and May 2019 Notes (“Notes”) and related warrants, represent an embedded derivative since the Notes are convertible into a variable number of shares upon conversion. Accordingly, the Notes were not considered to be conventional debt under ASC 815-40 (formerly EITF 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock) and the embedded conversion feature was bifurcated from the debt host and accounted for as a derivative liability. Accordingly, the fair value of these derivative instruments being recorded as a liability on the consolidated balance sheet with the corresponding amount recorded as a discount to each Note. Such discount is being amortized from the date of issuance to the maturity dates of the Notes. The fair value of the embedded conversion option derivatives was determined using the Binomial valuation model. At the end of each period, on the date that debt was converted into common shares, the Company revalued the embedded conversion option derivative liabilities.

InOn June ~~July 2017~~26, ~~FASB issued ASU No. 2017-11~~2015, ~~Earnings~~ Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the ~~accounting~~Company ~~for~~filed ~~certain financial instruments~~ with ~~down-round features. The amendments require companies to disregard~~ the ~~down-round~~Delaware ~~feature~~Secretary ~~when~~of ~~assessing whether~~State the ~~instrument~~Amended isand ~~indexed~~Restated toDesignation ~~its~~Preferences ~~own stock, for purposes of determining liability or equity classification. The guidance was adopted as of January 1, 2019~~ and Rights (the ~~Company~~“Certificate ~~elected to record the effect~~ of ~~this~~Designation”) ~~adoption retrospectively to outstanding financial instruments with a down round feature by means~~ of aSeries ~~cumulative-effect~~B. ~~adjustment~~Pursuant to the ~~condensed~~Certificate ~~consolidated balance sheet as~~ of ~~the~~Designation, ~~beginning of 2019~~1,000 ~~the~~shares ~~period which~~ constitute the ~~amendment~~Series ~~is effective~~B. The ~~Company~~Series ~~adopted~~B ~~ASU~~and ~~No.~~any ~~2017-11~~accrued inand ~~the~~unpaid ~~first quarter~~dividends ofthereon ~~2019~~shall, ~~and~~with ~~the~~respect ~~adoption~~to ~~did~~rights ~~not have any impact~~ on ~~its~~liquidation, ~~consolidated~~winding up ~~financial statements~~ and ~~there~~dissolution, ~~were~~rank nosenior ~~cumulative effect~~to ~~adjustments~~the asCompany’s ~~there~~issued ~~were other notes~~ and ~~warrants~~outstanding ~~provisions~~common ~~that caused derivative treatment~~stock.

InThe ~~connection~~Series ~~with~~B has the ~~issuance~~right ofto ~~the February~~vote ~~2019~~in aggregate, ~~April~~on ~~2019~~all ~~and~~shareholder ~~May~~matters ~~2019~~equal ~~Notes~~to ~~and~~51% ~~related~~of ~~Warrants~~the total vote, ~~during~~no ~~the~~matter ~~six~~how ~~months~~many ~~ended~~shares ~~June~~of ~~30,~~common ~~2019,~~stock ~~initial~~or ~~measurement~~other voting ~~date,~~stock of the ~~fair~~Company ~~values~~are issued or outstanding in the future. The holders of Series B have the ~~embedded~~right ~~conversion~~to ~~option~~vote ~~derivative~~for ~~and~~each ~~warrant~~share of ~~derivative~~Series B held of $1record on all matters submitted to a vote of common stockholders,~~518,810~~ ~~was~~including ~~recorded~~the aselection ~~derivative~~of directors, except ~~liabilities~~to ~~and~~the ~~was~~extent ~~allocated~~that voting as a ~~debt~~separate ~~discount~~class ofor series is required by law. There is no right to cumulative voting in the ~~February~~election of ~~2019,~~directors. ~~April~~As of September 30, 2019, and ~~May~~December ~~2019~~31, ~~Notes~~2018, ofthere ~~$896~~were 1,~~230~~000 shares of Series B issued and outstanding.

~~For the six months ended June 30, 2019~~Common and 2018, amortization of debt discounts related to the Notes and Warrants amounted to $528,559 and $395,264, respectively, which has been included in interest expense on the accompanying consolidated statements of operations.Stock

15Common stock issued and/or issuable for services

AGRITEK HOLDINGS, INC. AND SUBSIDIARIES

	●	During the nine months ended September 30, 2018, the Company issued 8,500 shares of its common stock to a consultant with per share fair value of $2.75.

	●	During the nine months ended September 30, 2019, the Company issued 13,000,000 shares of its common stock to several consultants and an officer, for services rendered with per share fair value between $0.29 and $0.68. In addition, the Company granted 10,000,000 shares of common stock to and officer with per share grant date fair value of $0.19 and these shares remain issuable as of September 30, 2019.

~~Notes~~Common stock toissued ~~Condensed~~and/or ~~Consolidated~~issuable ~~Financial Statements~~for cash

June 30, 2019

	●	During the nine months ended September 30, 2018, pursuant to subscription agreements, the Company sold 105,819 shares of its common stock to an investor for cash proceeds of $345,000 or $3.69 average price per share. These shares of common stock remain issuable as of September 30, 2019.

	●	During the nine months ended September 30, 2019, the Company sold 20,833 shares of its common stock to an investor for cash proceed of $15,000 or $0.72 per share. These shares of common stock remain issuable as of September 30, 2019.

~~(Unaudited)~~Common stock issued for debt conversion

During the six months ended June 30, 2019, the fair value of the derivative liabilities was estimated using the Binomial valuation model with the following assumptions:

	●	During the nine months ended September 30, 2018, the Company issued an aggregate of 303,724 shares of its common stock upon conversion of debt of $374,609 principal and accrued interest.

	●	During the nine months ended September 30, 2019, the Company issued an aggregate of 1,654,776 shares of its common stock upon conversion of $318,702 of outstanding principal. The Company recorded $305,122 of loss on debt extinguishment related to the note conversions.

Dividend rate	—	%
Term (in years)	0.01 to 5.00 years
Volatility	162.9% to 205.5	%
Risk-free interest rate	1.76% to 2.42	%

Common stock issued for cashless exercise of warrants

Note 8 – Non-Convertible Note Payable

	●	During the nine months ended September 30, 2018, the Company issued 196,258 shares of its common stock upon the cashless exercise of 20,834 warrants.

	●	During the nine months ended September 30, 2019, the Company there were no warrants exercised.

On March 18, 2014, in conjunction with the land purchase of 80 acres in Pueblo County, Colorado, the Company paid $36,000 cash and entered into a promissory note in the amount of $85,750. In November 2015, the Company was made aware that the land transaction regarding 80 acres in Pueblo County, Colorado, may not have been properly deeded to the Company. The company was a party to the land purchase, however, the second party to the land contract never filed the original quit claim deed on behalf of the Company, even though a copy of the notarized quit claim deed was sent to the Company. In February, 2017, the original owner of the 80 acres foreclosed on the property from the second party and the Company entered into a new land purchase contract (including water and mineral rights) directly with the landowner on February 7, 2017. The Company is on the deed of trust of the property and the note payable had outstanding balance as $21,500 for both periods of June 30, 2019, and December 31, 2018 (see Note 6).20

~~Note 9 – Operating Lease Right-of-Use (“ROU”) Assets and Operating Lease Liabilities~~Warrants

~~On October 5, 2017, the Company entered in to a lease agreement with Mr~~St. ~~Friedman~~George ~~who~~2016 served as an officer of the Company and currently a consultant. The Company leased a fifteen-acre “420 Style” resort and estate property near Quebec City, Canada. Pursuant to the lease agreement, the Company will pay a monthly rent of $8,000 per month to Mr. Freidman. The Company is responsible for all costs of the property, including, but not limited to, renovations, repairs and maintenance, insurance and utilities. During the six months ended June 30, 2019, the Company incurred $48,000 of rent expense of which $28,000 was accrued and included in the due to related party (see Note 10 and Note 12).Warrants

~~In adopting~~On ~~ASC~~October ~~Topic~~31, ~~842~~2016, ~~Leases~~the ~~(Topic~~Company ~~842~~granted (Warrant #1) to St. George the right to purchase at any time on or after November 10, 2016 (the ~~Company~~“Issue ~~has~~Date”) ~~elected~~until the ~~‘package~~date which is the last calendar day of ~~practical~~the ~~expedients’,~~month in which ~~permit~~the fifth anniversary of the Issue Date occurs (the “Expiration Date”), ita ~~not~~number of fully paid and non-assessable shares (the “Warrant Shares”) of Company’s common stock, equal to ~~reassess~~$57,500 divided ~~under~~by the ~~new~~Market ~~standard~~Price ~~its~~(defined ~~prior~~below) ~~conclusions~~as ~~about~~of ~~lease~~the ~~identification~~Issue Date, ~~lease~~as ~~classification~~such number may be adjusted from time to time pursuant to the terms and ~~initial~~conditions ~~direct~~of Warrant #1 to Purchase Shares of Common Stock. The Market Price is equal to the lowest intra-day trade ~~costs~~price in the twenty (~~see~~20) ~~Note~~Trading 2Days immediately preceding the applicable date of exercise, multiplied by sixty percent (60%). The Inexercise ~~addition,~~price is the ~~Company~~lower ~~elected~~of ~~not~~$10.00 toand ~~apply~~is ~~ASC~~subject ~~Topic~~to ~~842~~price adjustments pursuant to ~~arrangements~~the agreement and includes a cashless exercise provision. The Company also issued Warrant #’s 2-9, with ~~lease~~each ~~terms~~warrant only effective upon St. George funding of the 12secured ~~month~~notes orthey issued to the Company. Warrant #’s 2-9 give St. George the right to purchase Warrant Shares equal ~~less~~to $27,500 divided by the Market Price on the funded date. On ~~January~~December 114, ~~2019~~2016, ~~upon~~the ~~adoption~~Company received a payment of ~~ASC~~$50,000, ~~Topic~~and accordingly, ~~842~~Warrant #2 became effective. During the year ended December 31, 2017, the Company ~~recorded~~received ~~right~~the funding on the remaining notes and Warrant #’s 3-9 became effective. During the nine months ended September 30, 2018, the company issued 196,258 shares of~~-use~~ ~~assets~~common ~~and~~stock ~~lease~~to ~~liabilities~~St. George pursuant to Notices of ~~$310~~Exercise of 20,~~259~~834 Warrants received. The shares were issued based upon the cashless exercise provision of the warrant.

~~For the~~ May ~~six~~2018 months ended June 30, 2019, lease costs amounted to $48,000 which included base lease costs, all of which were expensed during the period and included in general and administrative expenses on the accompanying condensed consolidated statements of operations.warrants

The Company issued 339,502 warrants, with exercise ~~significant~~price ~~assumption~~between ~~used~~$0.72 toand ~~determine~~$3.63, to the ~~present~~lender ~~value~~to purchase shares of the ~~lease~~Company’s ~~liability~~common ~~was~~stock pursuant to the terms therein (“May 2018 Warrant”) as a ~~discount~~commitment ~~rate~~fee ofand 9%additional ~~which~~2,887,647 ~~was~~warrants ~~based~~were onissued pursuant to anti-dilution provision under the ~~Company’s~~May ~~estimated~~2018 ~~incremental~~Warrant. ~~borrowing~~As ~~rate~~of September 30, 2019, there were 2,887,647 outstanding warrants under the May 2018 Warrant (see Note 8).

~~Right-of-use asset~~February ~~(“ROU”)~~2019 ~~is summarized below:~~warrants

	June 30, 2019
Operating lease	$	310,259
Less accumulated reduction		(34,683	)
Balance of ROU asset as of June 30, 2019	$	275,576

The Company 1,227,021 warrants, with exercise price between from $0.22 of $0.99, to the lender to purchase shares of the Company’s common stock pursuant to the terms therein (“February 2019 Warrant”) as a commitment fee and additional 394,143 warrants were pursuant to anti-dilution provision under the February 2019 Warrant. As of September 30, 2019, there were 1,621,164 outstanding warrants under the February 2019 Warrant (see Note 8).

~~Operating lease~~Exercised ~~liability related to the ROU asset is summarized below:~~warrant

	June 30, 2019
Operating lease	$	310,259
Total lease liabilities		310,259
Reduction of lease liability		(34,683	)
Total		275,576
Less: short term portion as of June 30, 2019		(74,210	)
Long term portion as of June 30, 2019	$	201,366

During the nine months ended September 30, 2019, there were no warrants exercised.

16During the nine months ended September 30, 2018, the Company issued 196,258 shares of common stock in connection with the cashless exercise of 20,834 warrants.

~~AGRITEK~~The ~~HOLDINGS,~~following ~~INC.~~table ~~AND~~summarizes ~~SUBSIDIARIES~~the activity related to warrants of the Company for the nine months ended September 30, 2019:

Notes to Condensed Consolidated Financial Statements

	Number of Warrants		Weighted- Average Exercise Price per share		Weighted- Average Remaining Life (Years)
Outstanding and exercisable December 31, 2018		249,479	$	1.28		3.30
Issued in connection with financing		3,354,273		0.15		4.33
Issued in connection with anti-dilution adjustment		3,394,616		0.17		3.82
Expired/Forfeited		—		—		—
Exercised		—		—		—
Outstanding and exercisable September 30, 2019		6,998,368	$	0.29		4.26
Exercisable at September 30, 2019		6,998,368	$	0.29		4.26

~~June 30, 2019~~21

~~(Unaudited)~~Note 13 – Commitments and Contingencies

~~Future base lease payments under the non-cancelable operating lease at June 30, 2019 are as follows:~~Lease

	Amount
Six months ended December 31, 2019	$	48,000
Year ending - 2020		96,000
Year ending - 2021		96,000
Ten months ended October 31, 2022		80,000
Total minimum non-cancelable operating lease payments		320,000
Less: discount to fair value		(44,424	)
Total lease liability at June 30, 2019	$	275,576

On April 28, 2014, AVHI executed and closed a ten-year lease agreement for twenty acres of an agricultural farming facility located in South Florida. Pursuant to the lease agreement, the Company maintains a first right of refusal to purchase the property for three years. The Company is currently in default of the lease agreement, no payment has been made since May 2015. AVHI had accrued expense $114,628 related to this lease included in the accompanying consolidated balance sheet. No party had filed any claims as of the date of this report.

~~Note~~In April 2014, AVHI entered into a two-year 10sublease –agreement ~~Related~~for ~~Party~~the ~~Transactions~~use of up to 7,500 square feet with a Colorado based oncology clinical trial and drug testing company and facility. Pursuant to the lease, as amended, the Company agreed to pay $3,500 per month for the space. The lease expired in April 2016 and AVHI has outstanding balance due of $48,750 included in accrued expenses of the accompanying consolidated balance sheet. No party had filed any claims as of the date of this report.

~~Due~~On July 11, 2014, AVHI signed a ten-year lease agreement for forty acres in Pueblo, Colorado. The lease requires monthly rent payments of $10,000 during the first year and is subject to ~~Related~~a ~~Party:~~2% annual increase over the life of the lease. The lease also provides rights to 50 acres of certain tenant water rights for $50,000 annually plus cost of approximately $2,400 annually. The Company paid the $50,000 in July 2014, and has not used the property and any water and has not paid for any water rights since October 2015. The Company is currently in default of the lease agreement, as no payment has been made since February 2015. AVHI had accrued expense $165,200 related to this lease included in the accompanying consolidated balance sheet. No party had filed any claims as of the date of this report.

~~On October~~In 5,January 2017, the Company ~~entered~~signed a five-year lease, beginning February 1, 2017, for approximately 6,000 square feet of office space, comprised of two floors, in San Juan, Puerto Rico. Pursuant to athe lease, ~~agreement~~the ~~with~~Company ~~Mr.~~will ~~Friedman~~pay ~~who~~$3,000 ~~served~~per asmonth anfor ~~officer~~the third floor of the ~~Company~~building ~~and currently~~for athe ~~consultant~~first year of the lease. The ~~Company~~rent ~~leased~~will aincrease ~~fifteen-acre~~3% ~~“420~~per ~~Style”~~year ~~resort~~on February beginning in 2018 and ~~estate~~an ~~property~~additional ~~near~~3% ~~Quebec~~per ~~City,~~year on each successive February ~~Canada.~~1, ~~Pursuant~~during tothe term of the lease. ~~agreement,~~The landlord agreed that the ~~Company~~month ~~will~~of ~~pay~~February a2017, ~~monthly~~the rent was $1,500. The rent for second floor of the building will be $82,000 per month toduring ~~Mr.~~the ~~Freidman.~~term ~~The~~of the lease and the Company is ~~responsible~~does not have any rent payments for the ~~all~~first ~~costs~~three months of the ~~property~~lease (February 2017 through April 2017). Through September 30, ~~including~~2017, ~~but~~the ~~not~~Company ~~limited~~calculated tothe total amount of the rent for the term lease and recorded straight line rent expense of $45,417 ~~renovations~~and had made payments of $20,516. As ~~repairs~~of ~~and~~September ~~maintenance~~30, ~~insurance~~2019, the Company has a balance of $24,916 in deferred rent which is included in the consolidated balance sheet. The leases for the second and ~~utilities~~third ~~(see~~floor ~~Note~~were 9cancelled in September 2017 as a result of Hurricane Irma. The Company sub-leased the office space to an affiliated party and ~~Note~~as ~~12)~~a result, only pays $79 of the $1,500 monthly rent. During the nine months ended September 30, 2019, the Company incurred $700 of rent expense from this office space.

~~During~~On October 5, 2017, the Company entered in to a lease agreement with Mr. Friedman who serves as an officer of the ~~six~~Company. ~~months~~The ~~ended~~Company ~~June~~leased 30a fifteen-acre “420 Style” resort and estate property near Quebec City, ~~2019~~Canada. Pursuant to the lease agreement, the Company ~~incurred~~will ~~$48,000~~pay ofa monthly rent ~~expense~~of $8,000 per ~~related~~month to Mr. Freidman. The Company is responsible for all costs of the property, ~~discussed~~including, ~~above~~but not limited to, ofrenovations, ~~which~~repairs ~~$28~~and maintenance,~~000~~ ~~was~~insurance ~~accrued~~ and ~~included~~utilities. inDuring the ~~due~~nine tomonths ~~related~~ended ~~party~~September 30, 2019, the Company incurred $72,000 (see Note 10 and Note 11).

~~During the six months ended June 30, 2019, Mr. Friedman advanced $23,100 to the Company for working capital.~~Agreements

On April 5, 2017, the Company executed a five-year operational and exclusive licensing agreement with a third party who leases a 15,000-sq. ft. approved cultivation facility located in San Juan, Puerto Rico. The Company will be the exclusive funding source, and supervise all infrastructure buildout, equipment ~~following~~lease/finance, ~~table~~security ~~summarizes~~systems and personnel and provide access of seasoned Colorado and California cultivation crews to ensure the ~~related~~facility ~~party~~meets ~~activity~~all standard operating procedures as set forth by the Department of Health of Puerto Rico. Under the agreement, the Company ~~for~~is to receive $12,000 a month in consulting fees, licensing fees on all vaporizer and edible sales, equipment and lighting rental and financing fees along with equity interest in the ~~six~~property. ~~months~~As ~~ended~~of ~~June~~September 30, 2019:, the Company had funded $190,000 for property renovations which was recorded as Note Receivable in the accompanying consolidated balance sheet (see Note 5).

	Total
Due to related party balance at December 31, 2018	$	(1,283	)
Working capital advances received		(23,100	)
Accrued rent expenses – related party		(28,000	)
Repayments made		11,075
Due to related party balance at June 30, 2019	$	(41,308	)

~~Convertible~~On ~~Note~~December ~~Payable~~12, –2018, ~~Related~~the Company entered into ~~Party:~~an Employment and Board of Directors Agreement (the “Employment Agreement”) with Mr. Mundie, pursuant to which Mr. Mundie will serve as Interim Chief Executive Officer for an initial six- month term. Mr. Mundie’s employment is terminable by him or the Company at any time (for any reason or for no reason) with a ninety-day notice from either party to the other. Pursuant to the Employment Agreement, Mr. Mundie will receive a base salary of $90,000 per annum. In the event that Mr. Mundie’s employment is terminated within three months of commencing employment with the Company and such termination is not due to Mr. Mundie’s voluntary resignation (other than at the request of the Board or the majority shareholders of the Company), Mr. Mundie will be entitled to continued payment of his base salary for the remainder of the Agreement. In addition to the base salary, the Company will grant to Employee seventy- five thousand (75,000) shares of the Company’s common stock in Employee’s name to be held in escrow for the benefit of Employee (the “Company Common Stock”). The Company shall release twenty-five thousand (25,000) shares of Company’s Common Stock, and such shares shall then immediately vest on the six-month anniversary of the Agreement (e.g., June 12, 2019) and the Company shall release the remaining fifty thousand (50,000) shares of the Company’s common stock, and such shares shall then immediately vest in favor of the Employee, if Mr. Mundie is the Interim CEO or CEO of the Company on December 15, 2019. During the nine months ended September 30, 2019, the Company paid $58,500 of Mr. Mundie’s base salary and $8,500 subsequent to September 30, 2019. On June 7, 2019, the Company issued 2,000,000 shares of common stock to Mr. Mundie to settled the shares due from his employment agreement. The Company charged the $1,359,800 fair value of the common shares to stock-based compensation during the nine months ended September 30, 2019. On September 19, 2019, Mr. Mundie resigned as the Company’s CEO.

On ~~May~~September 1019, 2019, the Company entered ~~a note~~ ~~agreement~~into ~~with~~an aEmployment ~~related~~Agreement ~~party~~ (“~~Lender~~Agreement”), ~~pursuant~~with toMr. ~~which~~Benson ~~the~~to ~~Company~~serve ~~issued~~as ~~and~~Chief ~~sold~~Executive aOfficer ~~promissory~~and ~~note~~sole ~~(“May~~Board Director ~~2019~~of ~~Note~~the ~~II”)~~Company. ~~with~~Pursuant ato ~~principal~~the ~~amount~~Agreement ofMr. ~~$175,000~~Benson ~~(see~~shall ~~Note~~receive ~~7).~~an ~~The~~annual ~~Company~~base ~~received~~salary of $~~175~~120,000 inand ~~net~~was ~~proceeds.~~granted ~~The May 2019~~10,000,000 ~~Note~~shares IIof ~~bears~~the anCompany’s ~~interest~~common ~~rate~~stock of 8%which; ~~per~~(i) ~~year~~5,000,000 ~~and~~shall ~~matures~~vest on ~~November~~March 1119, ~~2019~~2020 and; ~~the~~(ii) ~~principal~~5,000,000 ~~and~~shall ~~interest~~vest on ~~are~~September ~~convertible~~15, ~~at any~~2020. ~~time~~In ataddition, ahe ~~conversion~~is ~~price~~also ~~equal~~intitled to ~~70%~~commission ofand bonus plan pursuant to the ~~lowest~~Agreement. ~~closing~~Mr. ~~bid~~Benson’s employment ~~price,~~is asterminable ~~reported~~by onhim or the ~~OTCQB~~Company orat ~~other~~any ~~principal~~time ~~trading market,~~(for ~~during~~any ~~the~~reason ~~seven~~or ~~trading~~for ~~days~~no ~~preceding~~reason). In the ~~conversion~~event ~~date~~that Mr. AsBenson’s employment is terminated within six months of ~~June~~commencing ~~30,~~employment ~~2019,~~with the ~~May~~Company ~~2019~~and ~~Note~~such IItermination ~~had~~is ~~$175,000~~not ofdue to Mr. Benson’s ~~outstanding~~voluntary ~~principal~~resignation ~~and~~(other ~~$1,956~~than ofat ~~accrued~~the ~~interest.~~request ~~The~~of ~~May~~the ~~2019~~Board ~~Note~~or IIthe ismajority ~~reflected~~shareholders ~~under~~of ~~convertible~~the ~~notes~~Company), ~~net~~Mr. ofBenson will be entitled to continued payment of his base salary for the ~~accompanying~~remainder ~~consolidated~~of ~~balance~~such ~~sheet~~six-month period.

~~Note~~On April 30, 2019, the Company along with 1919 11Clinic, –LLC ~~Stockholders’~~(“1919”) ~~Deficit~~ signed an option to purchase the building 1919 is currently operating in located in San Juan, Puerto Rico, from the owner for $1,000,000. In May 2019, a non-refundable deposit of $175,000 was paid in consideration of the option to purchase the building which was recorded under Other Deposit in the accompanying consolidated balance sheet (see Note 6).

~~Shares~~Legal & ~~Authorized~~other

On March 32, ~~2019~~2015, the Company, the Company’s CEO and the Company’s CFO at the time were named in a civil complaint filed anby ~~amendment~~Erick toRodriguez ~~its~~in ~~Certificate~~the ofDistrict ~~Incorporation~~Court in Clark County, ~~with~~Nevada (the ~~Delaware~~“DCCC”). ~~Secretary~~The complaint alleges that Mr. Rodriguez never received 250,000 shares of ~~State~~Series B preferred stock that were initially approved by the Board of Directors in 2012, subject to ~~increase~~the completion of a merger of a company controlled ~~its~~by ~~authorized~~Mr. ~~common~~Rodriguez. ~~stock~~Since ~~from~~the 1merger was never completed,~~250,000,000~~ the shares were never certificated to 1Mr. Rodriguez. On March 21,~~499~~ 2017,~~000~~ the DCC agreed to Set Aside the Entry of Default against the Defendants. Mr. Rodriguez resigned in June 2013. On April 12,~~000~~ 2018, ~~shares~~an ~~(see~~Arbitrator ~~Note~~issued 1)a final award to Rodriguez in the amount of $399,291. The Company and the Company’s ~~1,500,000,000~~counsel believe ~~authorized~~the ~~shares~~Arbitrator ~~consisted~~denied a number of 1detailed objections to the award,~~499~~ which cited clear mistakes as to Nevada law and to the facts. The Company recorded a loss on legal matter,~~000~~ included in other expenses for the year ended December 31,~~000~~ ~~shares~~2017. ofOn ~~common~~May ~~stock~~3, ~~par~~2018, ~~value~~the Arbitrator issued an amended final award of $0631,537, inclusive of interest and legal fees.~~0001~~ ~~per~~In ~~share~~December 2018, the plaintiff and defendants 1entered into a Settlement Agreement and Release whereby both parties agreed on $400,000~~,000~~ ~~shares~~settlement of ~~preferred stock~~which $35,000 was ~~par~~to ~~value~~be paid by Barry Hollander and $0365,000 was to be paid by the Company.01 ~~per~~As ~~share~~of September 30, 2019, the Company had satisfied all its obligation under the settlement agreement and was released from any further liability with regarding this matter.

On ~~March~~ 26May 6, ~~2019~~2016, the Company, ~~filed~~B. anMichael ~~amendment~~Freidman and toBarry ~~its~~Hollander ~~Certificate~~(former ofCFO) ~~Incorporation,~~were ~~with~~named ~~the~~as ~~Delaware~~defendants ~~Secretary~~in ofa ~~State,~~Summons/Complaint ~~for 1-for-200~~filed ~~reverse~~by ~~stock~~Justin ~~split~~Braune of(the ~~our~~“Plaintiff”) in ~~common~~Palm ~~stock~~Beach County Civil Court, Florida (the “~~Reverse Stock Split~~PBCCC”). ~~effective~~The ~~March~~complaint ~~26,~~alleges ~~2019~~that Mr. ~~The~~Braune ~~number of~~was ~~shares~~entitled to shares of common stock ~~subject~~of tothe ~~outstanding~~Company. ~~options, warrants~~On ~~and~~December ~~convertible~~5, ~~securities~~2016, ~~were~~the ~~also~~PBCCC ~~reduced~~set byaside a ~~factor of~~court ~~two-hundred~~default ~~and~~that nohad ~~fractional~~been ~~shares~~previously ~~were~~ issued. ~~All~~The ~~historical~~defendants have ~~share~~answered inthe ~~this~~complaint, ~~report~~including ~~have~~the ~~been~~defenses ~~adjusted~~that toMr. ~~reflect~~Braune advised the ~~Reverse~~Company’s transfer agent and the Company ~~Stock~~in ~~Split~~his ~~(see~~letter ~~Note~~of ~~1).~~resignation ~~There~~dated ~~were~~November no4, ~~changes~~2015, toclearly ~~the~~stating ~~authorized~~that ~~number~~he ofhas relinquished all shares ~~and~~of common stock. The Company has filed a counterclaim suit against the ~~par~~Plaintiff, ~~value~~as ofwell ~~our~~as ~~common~~sanctions ~~stock~~against the Plaintiff and their counsel.

~~Preferred Stock~~ Note 14 – Subsequent Events

~~The Company~~Subsequent ~~has~~to 1September 30,~~000~~ 2019,~~000~~ ~~authorized~~the Company issued 454,268 shares of ~~preferred~~the ~~stock~~Company’s ~~with~~common ~~per~~stock ~~share~~upon ~~par~~conversion ~~value~~ of $045,000 convertible debt outstanding principal balance.~~01.~~

~~Series A Preferred Stock~~23

~~On June~~Item ~~20,~~2. ~~2012,~~Management’s ~~the~~Discussion ~~Company~~and ~~cancelled~~Analysis ~~the designation~~ of ~~1,000,000~~Financial ~~shares~~Condition ~~of Series A Preferred Stock (“Series A”), par value $0.01. There were no Series A issued~~ and ~~outstanding~~Results ~~prior to the cancellation~~ of ~~the Series A designation.~~Operations

~~Series~~Cautionary Note Regarding Forward-Looking BInformation ~~Preferred~~and ~~Stock~~Factors That May Affect Future Results

OnThis quarterly report on Form 10-Q contains ~~June~~forward-looking 20statements regarding our business, ~~2012~~financial condition, results of operations and prospects. The Securities and Exchange Commission (the ~~Company~~“SEC”) ~~filed~~encourages companies to disclose forward-looking information so that investors can better understand a ~~Certificate~~company’s offuture ~~Designation,~~prospects ~~Preferences~~and make informed investment decisions. This quarterly report on Form 10-Q and ~~Rights~~other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, ~~with~~wherever ~~the~~possible, to ~~Delaware~~identify ~~Secretary~~such ofstatements ~~State~~by ~~where~~using words such as “anticipate,” “estimate,” “expect,” “project,” it“intend,” ~~designated~~“plan,” 1“believe,~~000~~” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular,~~000~~ these include statements relating to future actions, future performance or results of ~~the~~current ~~authorized~~and ~~shares~~anticipated sales efforts, expenses, the outcome of ~~Preferred~~contingencies, ~~Stock~~such as ~~Series~~legal Bproceedings, and ~~Preferred~~financial ~~Stock~~results. (Factors that could cause our actual results of operations and financial condition to differ materially are set forth in the “~~Series~~Risk BFactors”) section of our annual report on Form 10-K for the fiscal year ended December 31, ~~par~~2018, ~~value~~as $0filed with the SEC on May 3, 2019.~~01.~~

17We caution that these factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations 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.

~~AGRITEK~~The following discussion should be read in ~~HOLDINGS,~~conjunction ~~INC.~~with ~~AND~~our ~~SUBSIDIARIES~~condensed consolidated financial statements and the related notes that appear elsewhere in this quarterly report on Form 10-Q.

~~Notes to Condensed Consolidated~~ Financial ~~Statements~~ Highlights

~~June~~For the nine months ended September 30, 2019, we utilized $1,151,815 to fund our operations, compared to $1,048,834 for the nine months ended September 30, 2018. For the nine months ended September 30, 2019, we received net cash of $1,459,500 from financing activities. As a result, our net cash position increased by $253,170 during the nine months ended September 30, 2019.

~~(Unaudited)~~Operating expenses for the nine months ended September 30, 2019 were $4,366,262, compared to $1,099,739 for the nine months ended September 30, 2018. The increase in operating expenses is attributable to an increase in compensation expense of $3,526,693 primarily attributed to increase in stock-based compensation to employees and consultants and professional fee of $73,092 offset by a decrease in general and administrative expenses of $333,262.

~~The rights,~~For ~~preferences~~the ~~and~~nine ~~restrictions~~months ofended ~~the~~September ~~Series~~30, B2019 we ~~Preferred~~had ~~Stock~~net ~~(“Series~~loss B”of $9,128,650 or $(0.76) per share, as ~~amended~~compared to $290,342, ~~state;~~or $(0.07) per share during the nine months ended September 30, 2018.

●Results ~~each share~~ of the Class B Convertible Preferred Stock shall automatically convert into shares of the Company’s common stock when there are sufficient authorized and unissued shares of common stock to allow for the conversion. The Series B will convert in its entirety, equal one-half the total outstanding shares of common stock of the day immediately prior to the conversion date, on a fully diluted basis. The converted shares will be issued pro rata so that each Series B holder will receive the appropriate number of shares of common stock equal to their percentage ownership of their Series B;Operations

●Three ~~all~~and ofNine ~~the~~Months ~~outstanding~~Ended ~~shares of the Series B~~September 30, in2019 ~~their~~Compared ~~entirety, will have voting rights equal~~ to ~~the~~Three ~~number~~and ofNine ~~shares~~Months ofEnded ~~common~~September stock outstanding on a fully diluted basis immediately prior to any vote. The shares eligible to vote will be calculated pro rata so that each Series B holder will have voting power equal to their respective Series B ownership percentage. The Series B holders shall have the rights to vote on all matters presented or submitted to the Company’s stockholders for approval in pari passu with holders of the Company’s common stock30, ~~and not as a separate class.~~2018

~~On June~~Operating ~~26,~~Revenue ~~2015, the Company filed with the Delaware Secretary of State the Amended~~ and ~~Restated~~Costs ~~Designation Preferences and Rights (the “Certificate~~ of Designation”) of Series B. Pursuant to the Certificate of Designation, 1,000 shares constitute the Series B. The Series B and any accrued and unpaid dividends thereon shall, with respect to rights on liquidation, winding up and dissolution, rank senior to the Company’s issued and outstanding common stock.Revenues:

~~The Series~~During ~~B has~~ the ~~right~~three toand ~~vote~~nine inmonths ~~aggregate~~ended September 30, ~~on all shareholder matters equal to 51% of the total vote~~2019, nowe ~~matter~~did ~~how~~not ~~many shares~~generate ofany ~~common~~revenues ~~stock~~as orcompared ~~other voting stock of the Company are issued or outstanding in the future. The holders of Series B have the right~~ to ~~vote for each share of Series B held of record on all matters submitted to a vote of common stockholders~~$1, ~~including~~027 ~~the~~and ~~election of directors~~$1,255 ~~except~~during to the ~~extent~~three ~~that~~and ~~voting~~nine asmonths aended ~~separate~~September ~~class or series is required by law. There is no right to cumulative voting in the election of directors. As of June~~ 30, ~~2019, and December 31,~~ 2018, ~~there were 1,000 shares of Series B issued and outstanding~~respectively.

~~Common~~For the three months ended September 30, 2019 ~~Stock~~and 2018, the cost of revenue was $0 and $7,508, respectively.

~~Common~~For ~~stock~~the ~~issued~~nine ~~for~~months ~~services~~ended September 30, 2019 and 2018, the cost of revenue was $0 and $22,620, respectively.

	●	During the six months ended June 30, 2018, the Company issued 8,500 shares a consultant with per share fair value of $2.75.
	●	During the six months ended June 30, 2019, the Company issued 13,000,000 shares of its unregistered common stock to several consultants and an officer, for services rendered. These shares had a per share fair value between $0.29 and $0.68.

~~Common stock~~Operating ~~issued and/or issuable for cash~~Expenses:

	●	During the six months ended June 30, 2018, pursuant to subscription agreements, the Company sold 77,578 shares of its unregistered common stock to an investor for cash proceeds of $340,000 or $4.38 average price per share. These shares of common stock remain issuable as of June 30, 2019.
	●	During the six months ended June 30, 2019, the Company sold 20,833 shares of its unregistered common stock to an investor for cash proceed of $15,000 or $0.72 per share. These shares of common stock remain issuable as of June 30, 2019.

For the three months ended September 30, 2019 operating expenses from continuing operations amounted to $1,655,952 as compared to $235,274 for the three months ended September 30, 2018, an increase of $1,420,678, or 604%.

~~Common~~For the nine months ended September 30, 2019 ~~stock~~operating ~~issued~~expenses from continuing operations amounted to $4,366,262 as compared to $1,099,739 for ~~debt~~the ~~conversion~~nine months ended September 30, 2018, an increase of $3,266,523, or 297%.

	●	During the six months ended June 30, 2018, the Company issued an aggregate of 166,224 shares of its common stock upon conversion of debt of $187,500 principal and accrued interest.
	●	During the six months ended June 30, 2019, the Company issued an aggregate of 1,110,000 shares of its common stock upon conversion of $273,702 of outstanding principal. The Company recorded $251,799 of loss on debt extinguishment related to the note conversions.

For the three and nine months ended September 30, 2019 and 2018, operating expenses consisted of the following:

Common stock issued for cashless exercise of warrants

	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Professional fees	$	141,784	$	25,932	$	343,957	$	270,865
Compensation expense		1,417,250		82,275		3,774,750		248,057
General and administrative expenses		96,918		127,067		247,555		580,817
Total	$	1,655,952	$	235,274	$	4,366,262	$	1,099,739

	●	During the six months ended June 30, 2018, the Company issued 152,758 shares of its common stock upon the cashless exercise of 16,268 warrants.
	●	During the six months ended June 30, 2019, the Company there were no warrants exercised.

Professional fees:

~~Warrants~~For the three months ended September 30, 2019, professional fees increased by $116,952 or 451%, as compared to the three months ended September 30, 2018. The increase was primarily attributable to an increase consulting fee and investor relations of $88,294.

StFor the nine months ended September 30, 2019, professional fees increased by $129,259 or 27%, as compared to the nine months ended September 30, 2018. The increase ~~George~~was ~~2016~~primarily ~~Warrants~~attributable to an increase consulting fee and investor relations of $52,044.

~~On October~~Compensation 31, 2016, the Company granted (Warrant #1) to St. George the right to purchase at any time on or after November 10, 2016 (the “Issue Date”) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), a number of fully paid and non-assessable shares (the “Warrant Shares”) of Company’s common stock, equal to $57,500 divided by the Market Price (defined below) as of the Issue Date, as such number may be adjusted from time to time pursuant to the terms and conditions of Warrant #1 to Purchase Shares of Common Stock. The Market Price is equal to the lowest intra-day trade price in the twenty (20) Trading Days immediately preceding the applicable date of exercise, multiplied by sixty percent (60%). The exercise price is the lower of $10.00 and is subject to price adjustments pursuant to the agreement and includes a cashless exercise provision. The Company also issued Warrant #’s 2-9, with each warrant only effective upon St. George funding of the secured notes they issued to the Company. Warrant #’s 2-9 give St. George the right to purchase Warrant Shares equal to $27,500 divided by the Market Price on the funded date. On December 14, 2016, the Company received a payment of $50,000, and accordingly, Warrant #2 became effective. During the year ended December 31, 2017, the Company received the funding on the remaining notes and Warrant #’s 3-9 became effective. expense:

18For the three months ended September 30, 2019, compensation expense increased by $1,334,975 or 1,623%, as compared to the three months ended September 30, 2018. The increase was primarily attributable to increase in stock-based compensation expense connection with common stock issued to an employee and consultants for services.

~~AGRITEK~~For ~~HOLDINGS~~the nine months ended September 30, ~~INC~~2019, compensation expense increased by $2,237,050 or 1,857%, as compared to the nine months ended September 30, 2018. ~~AND~~The increase ~~SUBSIDIARIES~~was primarily attributable to increase in stock-based compensation expense connection with common stock issued to an employee and consultants for services.

~~Notes~~General toand ~~Condensed~~administrative ~~Consolidated Financial Statements~~expenses:

~~June~~For the three months ended September 30, 2019, general and administrative expenses decrease by $31,249 or 25%, as compared to the three months ended September 30, 2018. The decrease was primarily attributable to decrease administrative expenses.

~~(Unaudited)~~For the nine months ended September 30, 2019, general and administrative expenses decrease by $333,262 or 57%, as compared to the nine months ended September 30, 2018. The decrease was primarily attributable to decrease administrative expenses.

~~May 2018~~Loss ~~warrants~~from Operations:

~~The Company~~For ~~issued~~the anthree ~~aggregate~~months ofended 34September 30,~~842~~ ~~warrants~~2019, loss ~~with~~from anoperations ~~exercise~~amounted ~~price~~to of $~~3.5~~1,655,952 inas ~~connection~~compared ~~with~~to ~~the~~$241,755 ~~May~~for ~~2018~~the ~~Note.~~three ~~These~~months ~~warrants vest~~ended ~~immediately~~September ~~and~~30, ~~expires on May 22~~2018, ~~2023.~~an As increase of ~~June 30~~$1, ~~2019~~414,197, ~~there~~or ~~were~~585%. ~~34,842~~The ~~warrants~~increases ~~issued~~are ~~and~~primarily ~~outstanding~~a ~~under~~result of the ~~May~~ ~~2018~~changes ~~Warrants~~in ~~(see~~operating ~~Note~~expenses 7)discussed above.

~~February 2019 warrants~~25

~~The Company~~For ~~issued~~the annine ~~aggregate~~months ofended ~~1,079,353~~September ~~warrants~~30, ~~with~~2019 loss anfrom ~~exercise~~operations ~~price~~amounted ~~between $0.26~~ to $~~0.99~~4,366,262 inas ~~connection~~compared ~~with~~to ~~the~~$1,121,104 ~~February 2019~~for ~~Note. These warrants vest immediately and expired five years from~~ the ~~date~~nine ofmonths ~~issuance.~~ended AsSeptember ~~of June~~ 30, ~~2019~~2018, ~~there~~an ~~were~~increase of 1$3,~~079~~245,~~353 warrants~~158, ~~issued~~or ~~and~~289%. ~~outstanding~~The ~~under~~decreases ~~the~~are ~~February~~primarily ~~2019~~a ~~Warrants~~result ~~(see~~of ~~Note~~the ~~7).~~changes ~~The~~in ~~Company~~operating expenses discussed above.

~~Exercised warrant~~Other Income (Expense):

~~During~~ For the ~~six~~three months ended ~~June~~September 30, 2019, we ~~there~~had ~~were~~total noother ~~warrants~~expense ~~exercised~~of $4,141,857 as compared to $1,251,458 for the three months ended September 30, 2018, a change of $2,890,399, or 231%. This change was primarily due to the increase in the derivative expense of $2,551,857, increase in interest expense of $285,219 and increase in loss on debt extinguishment of $53,323.

~~During~~For the nine months ended September 30, 2019, we had total other (expense) of $(4,762,388) as compared to other income of $830,762 for the ~~six~~nine months ended ~~June~~September 30, 2018, a change of $5,593,150, or 673%. This change was primarily due to a change in the ~~Company~~derivative ~~issued~~expense ~~152~~of $5,~~758~~204,750, ~~shares~~increase in interest expense of ~~common~~$409,283 ~~stock~~and increase in ~~connection~~loss ~~with~~on ~~the~~debt ~~cashless~~extinguishment ~~exercise~~ of 16$246,~~268~~363 ~~warrants~~offset by decreases in loss on litigation settlement of $267,246.

~~The following~~Net ~~table summarizes the activity related to warrants of the Company for the six months ended June 30, 2019:~~Loss

	Number of Warrants		Weighted- Average Exercise Price per share		Weighted- Average Remaining Life (Years)
Outstanding and exercisable December 31, 2018		249,479	$	1.28		3.30
Issued		1,079,535		0.41		4..84
Expired/Forfeited		—		—		—
Exercised		—		—		—
Outstanding and exercisable June 30, 2019		1,328,832	$	0.63		4.41
Exercisable at June 30, 2019		1,328,832	$	0.63		4.41

For the three months ended September 30, 2019, loss from continuing operations amounted to $5,797,809, or $0.29 per share (basic), compared to $1,493,213, or $0.37 per share (basic) for the three months ended September 30, 2018, a change of $4,304,596, or 288%.

~~Note~~For the nine months ended September 30, 2019, 12loss –from ~~Commitments~~continuing ~~and~~operations ~~Contingencies~~amounted to $9,128,620, or $0.76 per share (basic), compared to a loss of $290,342, or $0.07 per share (basic), for the nine months ended September, a change of $8,838,308, or 3,044%.

~~Lease~~Comprehensive Loss:

~~On April~~As ~~28, 2014, AVHI executed and closed~~ a ~~ten-year~~result ~~lease agreement for twenty acres~~ of anthe ~~agricultural~~change ~~farming facility located~~ in ~~South~~the ~~Florida. Pursuant~~fair tovalue of ~~the~~our ~~lease~~marketable ~~agreement~~securities, ~~the~~we ~~Company~~had ~~maintains~~comprehensive aloss ~~first right~~ of ~~refusal~~$9,254 tofor ~~purchase~~ the ~~property for~~ three ~~years.~~months ~~The~~ended ~~Company~~September is30, ~~currently in default of the lease agreement~~2019, nocompared ~~payment~~to ~~has been made since May 2015. AVHI had accrued expense~~ $~~114~~2,~~628~~356 for ~~related to this lease included in~~ the ~~accompanying~~three ~~consolidated~~months ~~balance~~ended ~~sheet.~~September No30, ~~party had filed any claims as of the date of this report~~2018.

~~In April~~As ~~2014, AVHI entered into~~ a ~~two-year~~result ~~sublease~~of ~~agreement for~~ the ~~use~~change ofin upthe tofair ~~7,500 square feet with a Colorado based oncology~~value ~~clinical~~of ~~trial~~our ~~and~~marketable ~~drug testing company and facility. Pursuant to the lease~~securities, aswe ~~amended,~~had ~~the~~comprehensive ~~Company~~gain ~~agreed~~of ~~to pay~~ $3,~~500~~415 ~~per month~~ for the ~~space.~~nine ~~The~~months ~~lease~~ended ~~expired~~September in30, ~~April~~2019, ~~2016~~compared ~~and~~to ~~AVHI~~a (loss) ~~has outstanding balance due~~ of $48(32,~~750~~651) ~~included~~for innine ~~accrued~~months ~~expenses of~~ended ~~the~~September ~~accompanying~~30, ~~consolidated balance sheet~~2018. ~~No party had filed any claims as of the date of this report.~~

~~On July~~Liquidity ~~11, 2014, AVHI signed a ten-year lease agreement for forty acres in Pueblo, Colorado. The lease requires monthly rent payments of $10,000 during the first year~~ and isCapital ~~subject to a 2% annual increase over the life of the lease~~Resources. The lease also provides rights to 50 acres of certain tenant water rights for $50,000 annually plus cost of approximately $2,400 annually. The Company paid the $50,000 in July 2014, and has not used the property and any water and has not paid for any water rights since October 2015. The Company is currently in default of the lease agreement, as no payment has been made since February 2015. AVHI had accrued expense $165,200 related to this lease included in the accompanying consolidated balance sheet. No party had filed any claims as of the date of this report.

19Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had a working capital deficit of $8,080,159 and cash of $330,186 as of September 30, 2019 and a working capital deficit of $3,404,005 and $77,016 of cash as of December 31, 2018.

AGRITEK HOLDINGS, INC. AND SUBSIDIARIES

							Nine Months Ended September 30, 2019
	September 30, 2019			December 31, 2018			Change			Percentage Change
Working capital deficit:
Total current assets	$	367,304		$	115,709		$	251,595			217	%
Total current liabilities		(8,447,463	)		(3,519,714	)		(4,927,749	)		140	%
Working capital deficit:	$	(8,080,159	)	$	(3,404,005	)	$	(4,676,154	)		137	%

~~Notes~~The increase in working capital deficit was primarily attributable to ~~Condensed~~an ~~Consolidated~~increase ~~Financial~~in current assets of $251,595 and an increase in current liabilities of $4,927,749 which ~~Statements~~includes an increase in derivative liabilities of $3,218,044.

~~June 30, 2019~~26

~~(Unaudited)~~Cash Flows

~~In January~~Changes ~~2017, the Company signed a five-year lease, beginning February 1, 2017, for approximately 6,000 square feet of office space, comprised of two floors,~~ in ~~San~~our ~~Juan,~~cash Puerto Rico. Pursuant to the lease, the Company will pay $3,000 per month for the third floor of the building for the first year of the lease. The rent will increase 3% per year on February beginning in 2018 and an additional 3% per year on each successive February 1, during the term of the lease. The landlord agreed that the month of February 2017, the rent was $1,500. The rent for second floor of the building will be $2,000 per month during the term of the lease and the Company does not have any rent payments for the first three months of the lease (February 2017 through April 2017). Through September 30, 2017, the Company calculated the total amount of the rent for the term lease and recorded straight line rent expense of $45,417 and had made payments of $20,516. As of June 30, 2019, the Company has a balance ofare ~~$24,916 in deferred~~summarized ~~rent which is included in the consolidated balance sheet. The leases for the second and third floor were cancelled in September 2017~~ as a result of Hurricane Irma. The Company sub-leased the office space to an affiliated party and as a result, only pays $79 of the $1,500 monthly rent. During the six months ended June 30, 2019, the Company incurred $480 of rent expense from this office space.follows:

On October 5, 2017, the Company entered in to a lease agreement with Mr. Friedman who serves as an officer of the Company. The Company leased a fifteen-acre “420 Style” resort and estate property near Quebec City, Canada. Pursuant to the lease agreement, the Company will pay a monthly rent of $8,000 per month to Mr. Freidman. The Company is responsible for all costs of the property, including, but not limited to, renovations, repairs and maintenance, insurance and utilities. During the six months ended June 30, 2019, the Company incurred $48,000 of rent expense of which $28,000 was accrued and included in the due to related party (see Note 9 and Note 10).

	Nine Months Ended September 30,
	2019			2018
Cash used in operating activities	$	(1,151,815	)	$	(1,048,834	)
Cash used in investing activities		(54,515	)		(132,176	)
Cash provided by financing activities		1,459,500			911,442
Net increase change in cash	$	253,170		$	(269,568	)

~~Agreements~~Net Cash Used in Operating Activities:

~~On April 5, 2017, the Company executed~~Net acash ~~five-year~~flow ~~operational~~used ~~and~~in ~~exclusive~~operating ~~licensing~~activities ~~agreement~~was ~~with a third party who leases a 15~~$1,~~000-sq. ft. approved cultivation facility located in San Juan~~151,815 ~~Puerto~~for ~~Rico. The Company will be~~ the ~~exclusive~~nine ~~funding~~months ~~source,~~ended ~~and~~September ~~supervise all infrastructure buildout~~30, ~~equipment~~ ~~lease/finance,~~2019 ~~security systems and personnel and provide access of seasoned Colorado and California cultivation crews to ensure the facility meets all standard operating procedures~~ as ~~set~~compared ~~forth by the Department of Health of Puerto Rico. Under the agreement, the Company is~~ to ~~receive~~ $121,~~000 a month in consulting fees~~048,834 ~~licensing fees on all vaporizer and edible sales, equipment~~for ~~and lighting rental and financing fees along with equity interest in~~ the ~~property.~~nine Asmonths ofended ~~June~~September 30, ~~2019~~2018, ~~the~~an ~~Company~~increase ~~had~~of ~~funded~~ $~~190~~102,~~000~~981, ~~for~~or ~~property renovations which was recorded as Note Receivable in the accompanying consolidated balance sheet (see Note 4)~~10%.

On December 12, 2018, the Company entered into an Employment and Board of Directors Agreement (the “Employment Agreement”) with Mr. Mundie, pursuant to which Mr. Mundie will serve as Interim Chief Executive Officer for an initial six- month term. Mr. Mundie’s employment is terminable by him or the Company at any time (for any reason or for no reason) with a ninety-day notice from either party to the other. Pursuant to the Employment Agreement, Mr. Mundie will receive a base salary of $90,000 per annum. In the event that Mr. Mundie’s employment is terminated within three months of commencing employment with the Company and such termination is not due to Mr. Mundie’s voluntary resignation (other than at the request of the Board or the majority shareholders of the Company), Mr. Mundie will be entitled to continued payment of his base salary for the remainder of the Agreement. In addition to the base salary, the Company will grant to Employee seventy- five thousand (75,000) shares of the Company’s common stock in Employee’s name to be held in escrow for the benefit of Employee (the “Company Common Stock”). The Company shall release twenty-five thousand (25,000) shares of Company’s Common Stock, and such shares shall then immediately vest on the six-month anniversary of the Agreement (e.g., June 12, 2019) and the Company shall release the remaining fifty thousand (50,000) shares of the Company’s common stock, and such shares shall then immediately vest in favor of the Employee, if Mr. Mundie is the Interim CEO or CEO of the Company on December 15, 2019. During the six months ended June 30, 2019, the Company had not paid any portion of Mr. Mundie’s base salary. On June 7, 2019, the Company issued 2,000,000 shares of common stock to Mr. Mundie to settled all salaries and shares due from the employment agreement. The Company charged the $1,359,800 fair value of the common shares to stock-based compensation during the six months ended June 30, 2019. On September 19, 2019, Mr. Mundie resigned as the Company’s CEO.

	●	Net cash flow used in operating activities for the nine months ended September 30, 2019 primarily reflected our net loss of $9,128,650 adjusted for the add-back on non-cash items such as depreciation expense of $34,028, stock-based compensation expense of $3,785,418, derivative expense of $2,228,453, amortization of debt issue cost of $70,324, amortization of debt discount of $893,694, loss on debt extinguishment of $305,122, default penalty of $1,163,135, gain on legal settlement of $35,000 and changes in operating asset and liabilities consisting primarily of an increase in prepaid expenses and other assets of $(307,110), a decrease in accounts payable and accrued liabilities of $(231,555).

	●	Net cash flow used in operating activities for the nine months ended September 30, 2018 primarily reflected our net loss of $290,342 primarily attributable to a gain of $2,976,194 in the change of the fair value of derivative liabilities, offset by non-cash expenses such as depreciation expense of $28,368, stock- based compensation of $120,450, the amortization of discounts and financing fees on convertible notes of $1,710,168, loss on debt settlement of $58,759 and loss on legal matter of $232,246 and changes in operating asset and liabilities consisting primarily of an increase in prepaid expenses and other assets of $(17,548), an increase in accounts payable and accrued liabilities of $85,259.

~~On April 30, 2019, the Company along with~~Net ~~1919~~Cash ~~Clinic,~~Used ~~LLC (“1919”) signed an option to purchase the building 1919 is currently operating~~ in ~~located~~Investing in San Juan, Puerto Rico, from the owner for $1,000,000. In May 2019, a non-refundable deposit of $175,000 was paid in consideration of the option to purchase the building which was recorded under Other Deposit in the accompanying consolidated balance sheet (see Note 5).Activities:

~~Legal~~Net &cash ~~other~~used in investing activities was $54,515 for the nine months ended September 30, 2019 as compared to $132,176 for the nine months ended September 30, 2018, a decrease of $77,661, or 59%.

~~On March~~● 2,During ~~2015,~~ the ~~Company,~~nine ~~the~~months Company’s CEO and the Company’s CFO at the time were named in a civil complaint filed by Erick Rodriguez in the District Court in Clark County, Nevada (the “DCCC”). The complaint alleges that Mr. Rodriguez never received 250,000 shares of Series B preferred stock that were initially approved by the Board of Directors in 2012, subject to the completion of a merger of a company controlled by Mr. Rodriguez. Since the merger was never completed, the shares were never certificated to Mr. Rodriguez. On March 21, 2017, the DCC agreed to Set Aside the Entry of Default against the Defendants. Mr. Rodriguez resigned in June 2013. On April 12, 2018, an Arbitrator issued a final award to Rodriguez in the amount of $399,291. The Company and the Company’s counsel believe the Arbitrator denied a number of detailed objections to the award, which cited clear mistakes as to Nevada law and to the facts. The Company recorded a loss on legal matter, included in other expenses for the year ended ~~December~~September 3130, ~~2017. On May 3~~2019, ~~2018,~~we ~~the~~purchased ~~Arbitrator issued an amended final award of~~ $~~631~~34,~~537,~~515 ~~inclusive~~ of ~~interest and~~fixed ~~legal~~assets ~~fees. In December 2018, the plaintiff~~ and ~~defendants~~note ~~entered~~receivable ~~into a Settlement Agreement and Release whereby both parties agreed on $400,000 settlement~~ of ~~which~~ $3520,000 ~~was to be paid by Barry Hollander and $365,000 was to be paid by the Company~~. ~~As of June 30, 2019, the Company had satisfied all its obligation under the settlement agreement and was released from any further liability with regarding this matter.~~

20● During the nine months ended September 30, 2018, we purchased $57,176 of fixed assets and note receivable of $75,000.

~~AGRITEK~~Net ~~HOLDINGS,~~Cash ~~INC.~~Provided ~~AND~~by ~~SUBSIDIARIES~~Financing Activities:

~~Notes~~Net cash provided by financing activities was $1,459,500 for nine months ended September 30, 2019 as compared to ~~Condensed~~$911,442 ~~Consolidated~~for ~~Financial~~the ~~Statements~~nine months ended September 30, 2018, a decrease of $548,058, or 60%.

~~June~~● During the nine months ended September 30, 2019, we received $1,444,500 of net proceeds from convertible debt, net of debt issuance costs, and proceeds from sale of common stock of $15,000.

● During the nine months ended September 30, 2018, we received $729,500 of net proceeds from convertible debt, net of debt issuance costs, and proceeds from sale of common stock of $390,000 offset by repayment of convertible debt of $(~~Unaudited~~178,058) and repayment of non-convertible debt of $(30,000).

On May 6, 2016, the Company, B. Michael Freidman and Barry Hollander (former CFO) were named as defendants in a Summons/Complaint filed by Justin Braune (the “Plaintiff”) in Palm Beach County Civil Court, Florida (the “PBCCC”). The complaint alleges that Mr. Braune was entitled to shares of common stock of the Company. On December 5, 2016, the PBCCC set aside a court default that had been previously issued. The defendants have answered the complaint, including the defenses that Mr. Braune advised the Company’s transfer agent and the Company in his letter of resignation dated November 4, 2015, clearly stating that he has relinquished all shares of common stock. The Company has filed a counterclaim suit against the Plaintiff, as well as sanctions against the Plaintiff and their counsel.27

~~Note~~Cash ~~13 – Subsequent Events~~ Requirements

~~Subsequent~~Currently, we have limited operating capital. The Company anticipates that it will require a minimum of $2,000,000 of working capital to ~~June~~complete 30substantially all of its desired business activity for the next twelve months, ~~2019~~including bringing new products to market. The Company has earned limited revenue from its business operations. Our current capital and our other existing resources will be sufficient only to provide a limited amount of working capital, and, to date, the ~~Company~~revenues generated from our business operations have not been sufficient to fund our ~~issued~~operations ~~234~~or planned growth. As noted above,~~698~~ ~~shares~~we ofwill require additional capital to continue to operate our business, and to further expand our business. We may be unable to obtain the ~~Company’s~~additional ~~common~~capital ~~stock~~required. ~~upon~~Our ~~conversion~~inability ofto ~~$160~~generate capital or raise additional funds when required will have a negative impact on our operations,~~000~~ ~~convertible~~business ~~debt~~development ~~outstanding~~and ~~balance~~financial results.

OnGoing July 30, 2019, the Company entered into an Equity Purchase Agreement (“Equity Purchase Agreement”) and Registration Rights Agreement (“Registration Rights Agreement”) with a non-affiliated party, a Puerto Rico limited liability company (“Investor”). Under the terms of the Equity Purchase Agreement, the Investor agreed to purchase from the Company up to $5,000,000 of the Company’s common stock upon effectiveness of a registration statement on Form S-1 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”) and subject to certain limitations and conditions set forth in the Equity Purchase Agreement.Concern

~~Following~~These ~~effectiveness~~consolidated offinancial ~~the~~statements ~~Registration~~have ~~Statement,~~been ~~and~~prepared ~~subject~~on toa ~~certain~~going ~~limitations~~concern ~~and conditions set forth in the Equity Purchase Agreement~~basis, ~~the~~which ~~Company~~contemplates ~~shall have~~ the ~~discretion~~realization toof ~~deliver~~assets ~~put notices to the Investor~~ and the ~~Investor~~settlement ~~will~~of beliabilities ~~obligated~~and tocommitments in ~~purchase shares of~~ the ~~Company’s common~~normal ~~stock,~~course ~~par~~of ~~value $0~~business.~~0001~~ ~~per~~As ~~share~~reflected ~~based~~in on the ~~investment~~accompanying ~~amount~~unaudited ~~specified~~condensed inconsolidated ~~each~~financial ~~put~~statements, ~~notice. The maximum amount that~~ the Company ~~shall~~had benet ~~entitled~~loss tofrom ~~put~~operations ~~to the Investor in each put notice shall not exceed the lesser~~ of $~~500~~9,~~000~~128,650 orand ~~one~~$290,342 ~~hundred percent~~for ~~(100%) of~~ the ~~average~~nine ~~daily~~months ~~trading~~ended ~~volume~~September of30, ~~the~~2019 ~~Company’s~~and ~~common~~2018, ~~stock during the ten (10) trading days preceding~~respectively. ~~the~~The ~~put.~~net ~~Pursuant~~cash toused ~~the~~in ~~Equity~~operations ~~Purchase~~were ~~Agreement~~$1,151,815 ~~the Investor~~ and ~~its~~$1,048,834 ~~affiliates~~for ~~will~~the ~~not~~nine bemonths ~~permitted~~ended toSeptember ~~purchase~~30, 2019 and ~~the~~2018, ~~Company~~respectively. ~~may~~Additionally, ~~not put shares of~~ the Company’s ~~common~~had ~~stock~~an toaccumulated ~~the~~deficit ~~Investor that would result in a beneficial ownership~~ of ~~the~~$36,119,005 ~~Company’s outstanding~~and ~~common~~$26,990,355 ~~stock~~at ~~exceeding~~September ~~9.99%.~~30, ~~The~~2019 ~~price~~and ofDecember ~~each~~31, ~~put share shall be equal to eighty five percent (85%) of the Market~~2018, ~~Price~~respectively, ~~(as~~had ~~defined~~a inworking ~~the~~capital ~~Equity~~deficit ~~Purchase Agreement). Puts may be delivered by the Company to the Investor until the earlier~~ of ~~(i)~~ ~~the date on which the Investor has purchased an aggregate of~~ $58,~~000~~080,~~000~~159 ~~worth~~at ofSeptember ~~common~~30, ~~stock~~2019, ~~under~~had ~~the~~no ~~terms~~revenues offrom ~~the~~continuing ~~Equity~~operations in ~~Purchase~~2019. ~~Agreement,~~Management ~~(ii)~~believes ~~July~~that ~~22,~~these ~~2022,~~matters orraise ~~(iii)~~substantial ~~written~~doubt ~~notice~~about ~~of termination delivered by~~ the Company’s ability to ~~the~~continue ~~Investor,~~as ~~subject~~a going toconcern ~~certain~~for ~~equity~~twelve ~~conditions~~months ~~set~~from ~~forth~~the inissuance ~~the~~date ~~Equity~~of ~~Purchase~~this ~~Agreement~~report.

OnManagement ~~July~~cannot ~~30,~~provide ~~2019~~assurance that we will ultimately achieve profitable operations or become cash flow positive, inor ~~connection~~raise ~~with~~additional ~~its~~debt and/or equity capital. Management ~~entry~~believes ~~into~~that ~~the~~our ~~Equity~~capital ~~Purchase~~resources ~~Agreement~~are not currently adequate to continue operating and ~~the~~maintaining ~~Registration~~its ~~Rights~~business ~~Agreement,~~strategy for a period of twelve months from the issuance date of this report. The Company will ~~issue~~seek ~~commitment~~to ~~shares~~raise ~~(as~~capital ~~defined in~~through ~~the~~additional ~~Equity~~debt and/or ~~Purchase~~equity ~~Agreement)~~financings to fund its operations in the ~~Investor~~future.

~~The~~Although ~~Registration~~the ~~Rights~~Company ~~Agreement~~has ~~provides~~historically raised ~~that~~capital ~~the~~from ~~Company~~sales ~~shall~~of ~~(i)~~equity ~~file~~and ~~with~~from the ~~Commission~~issuance ~~the~~of ~~Registration~~promissory ~~Statement~~notes, bythere ~~August~~is ~~15,~~no ~~2019;~~assurance ~~and~~that ~~(ii)~~it ~~use~~will ~~its~~be ~~best~~able ~~efforts~~to continue to ~~have~~do so. If the ~~Registration~~Company ~~Statement~~is ~~declared~~unable ~~effective~~to byraise additional capital or secure additional lending in the ~~Commission~~near atfuture, management expects that the ~~earliest~~Company ~~possible~~will ~~date~~need ~~(in~~to curtail or cease operations. These consolidated financial statements do not include any ~~event,~~adjustments related byto ~~September~~the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary ~~21,~~should ~~2019)~~the Company be unable to continue as a going concern.

21Additional Purchaser Rights and Company Obligations

~~Item~~The Securities Purchase Agreements include 2.additional ~~Management’s~~purchaser ~~Discussion~~rights and ~~Analysis~~Company obligations including obligations on the Company to reimburse the Purchasers for legal fees and expenses, satisfy the current public information requirements under SEC Rule 144(c), obligations on the Company with respect to the use of ~~Financial~~proceeds ~~Condition~~from the sale of securities and ~~Results~~Purchaser rights to participate in future Company financings. Reference should be made to the full text of ~~Operations~~the Securities Purchase Agreements.

~~Cautionary Note~~Common ~~Regarding~~Stock ~~Forward-Looking~~for ~~Information~~debt ~~and Factors That May Affect Future Results~~conversion

~~This quarterly~~For ~~report~~the onnine ~~Form~~months ~~10-Q~~ended ~~contains~~September ~~forward-looking statements regarding our business~~30, ~~financial condition~~2019, ~~results of operations~~ ~~and prospects. The Securities and Exchange Commission (~~the ~~“SEC”)~~lenders ~~encourages~~converted ~~companies~~an toaggregate ~~disclose~~of forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This quarterly report on Form 10-Q and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried$318,702 wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of ~~future~~outstanding ~~operating~~principal ~~or financial performance. In particular, these include statements relating to future actions, future performance or results~~ of ~~current~~the ~~and~~convertible ~~anticipated~~notes ~~sales~~into ~~efforts~~1, ~~expenses~~654,776 ~~the~~shares ~~outcome~~ of ~~contingencies, such as legal proceedings, and financial results. Factors that could cause our actual results of operations and financial condition to differ materially are set forth in~~ the ~~“Risk Factors” section of our annual report on Form~~Company’s ~~10-K~~common ~~for the fiscal year ended December 31, 2018, as filed with the SEC on May 3, 2019~~stock.

~~We caution~~Future that these factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations 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.Financings

~~The~~We will require additional financing to fund ~~following~~our ~~discussion~~planned ~~should~~operations. beWe ~~read~~currently indo ~~conjunction~~not ~~with~~have ~~our~~committed ~~condensed~~sources ~~consolidated~~of ~~financial~~additional ~~statements~~financing and ~~the~~may ~~related~~not ~~notes~~be able to obtain additional ~~that~~financing ~~appear~~particularly, ~~elsewhere~~if inthe ~~this~~volatile ~~quarterly~~conditions ~~report~~of onthe ~~Form~~stock ~~10-Q~~and financial markets, and more particularly the market for early development stage company stocks persist.

~~Financial~~There can be no assurance that additional financing ~~Highlights~~will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to further delay or further scale down some or all of our activities or perhaps even cease the operations of the business.

For the six months ended June 30, 2019, we utilized $803,554 to fund our operations, compared to $835,969 for the six months ended June 30, 2018. For the six months ended June 30, 2019, we received net cash of $934,500 from financing activities. As a result, our net cash position increased by $76,431 during the six months ended June 30, 2019.28

~~Operating~~Since ~~expenses~~inception ~~for~~we ~~the~~have ~~six~~funded ~~months~~our ~~ended~~operations ~~June~~primarily ~~30,~~through ~~2019~~equity ~~were~~and ~~$2,710,310,~~debt ~~compared~~financings toand ~~$864,465~~we ~~for~~expect ~~the~~that ~~six~~we ~~months~~will ~~ended~~continue ~~June~~to ~~30,~~fund ~~2018.~~our ~~The~~operations ~~increase~~through inthe ~~operating~~equity ~~expenses~~and isdebt ~~attributable~~financing, toeither analone ~~increase~~or inthrough ~~compensation~~strategic ~~expense~~alliances. ofIf ~~$2,237,050~~we ~~primarily~~are ~~attributed~~able to ~~increase~~raise inadditional ~~stock-based~~financing ~~compensation~~by issuing equity securities, toour ~~employees~~existing ~~and~~stockholders’ ~~consultants~~ownership ~~offset~~will bybe ~~decrease~~diluted. inObtaining ~~professional~~commercial ~~fee~~or ofother ~~$147~~loans,~~026~~ ~~and~~assuming ~~general~~those ~~and~~loans ~~administrative~~would ~~expenses~~be available, ofwill ~~$261,946~~increase our liabilities and future cash commitments.

~~For~~There ~~the~~is ~~six~~no ~~months~~assurance ~~ended~~that ~~June 30, 2019~~ we ~~had~~will ~~net~~be ~~(loss)~~able to ofmaintain ~~$(3,330,841)~~operations orat ~~$(0.42)~~a ~~per~~level ~~share,~~sufficient asfor ~~compared~~an investor to obtain a ~~net~~return ~~income~~on ofhis, $1her,~~202,871,~~ or ~~$0.32~~its ~~per~~investment ~~share~~ in ~~the~~our ~~six months~~common ~~ended June 30, 2018~~stock. ~~The change was primarily due the changes in the valuation for the initial fair value and changes in~~ ~~fair~~Further, ~~value~~we ofmay ~~derivative~~continue ~~liabilities gain in 2018 of $2,890,338~~ to ~~$273,495~~be ~~gain in 2019, a reduction of $2,652,893~~unprofitable.

~~Results of~~Critical ~~Operations~~Accounting Policies

~~Three~~We have identified the following policies as critical to its business and ~~Six~~results ~~months~~of ~~Ended~~operations. ~~June~~Our 30reported results are impacted by the application of the following accounting policies, ~~2019~~certain ~~Compared~~of which require management to ~~Three~~make subjective or complex judgments. These judgments involve making estimates about the effect of matters that are inherently uncertain and ~~Six~~may ~~months~~significantly ~~Ended~~impact ~~June~~quarterly 30or annual results of operations. For all of these policies, ~~2018~~management cautions that future events rarely develop exactly as expected, and the best estimates routinely require adjustment.

~~Operating Revenue~~Use ~~and Costs~~ of ~~Revenues:~~estimates

~~During~~The preparation of the ~~three~~consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and ~~six~~assumptions ~~months~~that ~~ended~~affect ~~June~~the reported amounts ~~30,~~of ~~2019,~~assets weand ~~did~~liabilities ~~not~~and ~~generate~~disclosure ~~any~~of ~~revenues~~contingent asassets ~~compared~~and toliabilities ~~$208~~at the date of the consolidated financial statements and ~~$228~~the reported amounts of revenues and expenses during the ~~three~~reporting ~~and~~period. ~~six~~Actual results could differ from these estimates. Significant estimates during the nine months ended ~~June~~September 30, 2019 and year ended December 31, 2018 include the useful life of property and equipment, ~~respectively~~valuation of right-of-use (“ROU”) assets and operating lease liabilities, assumptions used in assessing impairment of long-term assets, estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions and the valuation of derivative liabilities.

~~For the~~Fair ~~three~~value ~~months ended June 30, 2019, cost~~ of ~~revenue~~financial ~~was~~instruments ~~$0,~~ and fair ~~for~~value ~~the three months ended June 30, 2018, cost of revenue of $7,604.~~measurements

~~For~~FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the ~~six~~price ~~months~~that ~~ended~~would ~~June~~be ~~30,~~received ~~2019,~~to ~~cost~~sell ofan ~~revenue~~asset ~~was~~or $0paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, ~~and~~whether or not recognized, for financial statement purposes. Disclosures about the ~~six~~fair ~~months~~value ~~ended~~of ~~June~~financial instruments are based on pertinent information available to the Company on September 30, ~~2018~~2019. Accordingly, ~~cost~~the estimates presented in these financial statements are not necessarily indicative of ~~revenue~~the amounts that could be realized on disposition of ~~$15~~the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources,~~112~~ while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

22Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

~~Operating~~ASC 825-10 “Financial Instruments”, ~~Expenses:~~allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

For the three months ended June 30, 2019 operating expenses from continuing operations amounted to $2,542,885 as compared to $404,299 for the three months ended June 30, 2018, an increase of $2,138,586, or 529%.29

~~For~~Derivative the six months ended June 30, 2019 operating expenses from continuing operations amounted to $2,710,310 as compared to $864,465 for the six months ended June 30, 2018, an increase of $1,845,845, or 214%.liabilities

~~For~~The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the ~~three~~carrying amount of any embedded derivatives be recorded at fair value at issuance and ~~six~~marked-to-market ~~months~~at ~~ended~~each ~~June~~balance 30sheet date. In the event that the fair value is recorded as a liability, ~~2019~~as ~~and~~is ~~2018~~the case with the Company, ~~operating~~the ~~expenses~~change ~~consisted~~in ofthe fair value during the ~~following:~~period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on debt extinguishment.

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Professional fees	$	106,255	$	154,463	$	202,173	$	331,432
Compensation expense		2,357,500		22,950		2,357,500		120,450
General and administrative expenses		79,1430		226,886		150,637		412,583
Total	$	2,542,885	$	404,299	$	2,710,310	$	864,465

Revenue recognition

~~Professional~~In May 2014, FASB issued an update Accounting ~~fees:~~Standards Update, ASU 2014-09, establishing ASC 606 - Revenue from Contracts with Customers. ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard, which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The Company adopted this standard on January 1, 2018 using the modified retrospective approach, which requires applying the new standard to all existing contracts not yet completed as of the effective date and recording a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Based on an evaluation of the impact ASU 2014-09 will have on the Company’s sources of revenue, the Company has concluded that ASU 2014-09 did not have any impact on the process for, timing of, and presentation and disclosure of revenue recognition from customers and there was no cumulative effect adjustment.

~~For the~~Stock-based three months ended June 30, 2019, professional fees decreased by $48,208 or 31%, as compared to the three months ended June 30, 2018. The decrease was primarily attributable to an increase in legal fees of $6,128 offset by a decrease in accounting and audit fees of approximately $4,000 and a decrease in consulting fee and investor relations of $50,336.compensation

~~For~~Stock-based compensation is accounted for based on the ~~six~~requirements ~~months~~of ~~ended~~the ~~June~~Share-Based ~~30,~~Payment ~~2019,~~Topic ~~professional~~of ~~fees~~ASC ~~decreased~~718 bywhich ~~$129,259~~requires orrecognition ~~39%,~~in asthe ~~compared~~financial tostatements of the ~~six~~cost of ~~months~~employee ~~ended~~and ~~June~~director ~~30, 2018.~~services ~~The~~received ~~decrease~~in ~~was~~exchange ~~primarily~~for ~~attributable~~an award of equity instruments over the period the employee or director is required to anperform ~~increase~~the services in ~~legal~~exchange ~~fees~~for ofthe ~~$24~~award (presumptively,~~101~~ ~~offset~~the byvesting aperiod). ~~decrease~~The inASC ~~accounting~~also ~~and~~requires ~~audit~~measurement ~~fees~~ of ~~approximately~~the ~~$4,000,~~cost of employee and adirector ~~decrease~~services received in ~~consulting~~exchange ~~fee~~for ~~and~~an ~~investor~~award ~~relations~~based on the grant-date fair value of ~~$149,360~~the award.

~~Compensation~~Through March 31, 2018, pursuant to ASC 505-50 - Equity-Based Payments to Non-Employees, all share-based payments to non-employees, including grants of stock options, were recognized in the consolidated financial statements as compensation expense: over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Black Scholes valuation model, the Company periodically reassessed the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and the Company adjusts the expense recognized in the consolidated financial statements accordingly. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but entities may not adopt prior to adopting the new revenue recognition guidance in ASC 606. The Company adopted ASU No. 2018-07 in January 1, 2019, and the adoption did not have any impact on its consolidated financial statements.

For the three months ended June 30, 2019, compensation expense increased by $2,334,550 or 10,172%, as compared to the three months ended June 30, 2018. The increase was primarily attributable to increase in stock-based compensation expense of $2,334,550 in connection with common stock issued to an employee and consultants for services.Leases

~~For~~In ~~the~~February ~~six~~2016, ~~months~~the ~~ended~~Financial ~~June~~Accounting ~~30,~~Standards ~~2019,~~Board ~~compensation~~(“FASB”) ~~expense~~issued ~~increased~~ASU ~~by $2~~2016-02,~~237,050~~ orLeases ~~1,857%,~~(Topic as842). ~~compared~~The updated guidance requires lessees to ~~the~~recognize lease ~~six~~assets ~~months~~and ~~ended~~lease ~~June~~liabilities ~~30,~~for ~~2018~~most operating leases. ~~The~~In ~~increase was~~addition, ~~primarily~~the ~~attributable~~updated toguidance ~~increase~~requires inthat ~~stock~~lessors separate lease and non-~~based~~lease ~~compensation~~components ~~expense~~in ofa ~~$2,237,550~~contract in ~~connection~~accordance with ~~common~~the ~~stock~~new ~~issued to~~revenue anguidance ~~employee~~in ~~and~~ASC ~~consultants~~606. The updated guidance is effective for ~~services~~interim and annual periods beginning after December 15, 2018.

~~General and administrative expenses:~~30

~~For~~On January 1, 2019, the ~~three~~Company ~~months~~adopted ~~ended~~ASU ~~June~~No. 302016-02, ~~2019,~~applying ~~general~~the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and; (ii) ~~administrative~~initial ~~expenses~~direct ~~decrease~~costs byfor ~~$147~~any existing leases. For contracts entered into on or after the effective date,~~756~~ at the inception of a contract the Company assessed whether the contract is, or ~~65%~~contains, asa ~~compared~~lease. toThe Company’s assessment is based on: (1) whether the ~~three~~contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the ~~months~~economic ~~ended~~benefit ~~June~~from 30the use of the asset throughout the period, ~~2018~~and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The ~~decrease~~Company ~~was~~has ~~primarily~~elected ~~attributable~~not to ~~decrease~~recognize ~~administrative~~right-of-use ~~expenses~~assets and lease liabilities for short-term leases that have a term of 12 months or less.

~~For~~Operating lease ROU assets represents the ~~six~~right ~~months~~to ~~ended~~use ~~June 30,~~the ~~2019,~~leased ~~general~~asset for the lease term and ~~administrative~~operating ~~expenses~~lease ~~decrease~~liabilities byare ~~$261,946~~recognized orbased ~~63%,~~on the aspresent ~~compared~~value toof the ~~six~~future ~~months~~minimum ~~ended~~lease ~~June~~payments 30over the lease term at commencement date. As most leases do not provide an implicit rate, ~~2018~~the Company use an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. ~~The~~Lease expense for minimum lease payments is amortized on a straight-line basis over the lease ~~decrease~~term ~~was~~and ~~primarily~~is ~~attributable~~included toin ~~decrease~~general and administrative expenses in the condensed consolidated statements of operations.

~~Loss from~~Off ~~Operations:~~Balance Sheet Arrangements

~~For the~~We ~~three~~have ~~months~~no ~~ended~~off-balance ~~June~~sheet ~~30,~~arrangements ~~2019,~~that have ~~loss~~or ~~from~~are ~~operations~~reasonably ~~amounted~~likely to ~~$2,542,885~~have asa ~~compared~~current toor ~~$411,695~~future ~~for~~effect ~~the~~on ~~three~~our ~~months ended~~financial ~~June 30~~condition, ~~2018,~~changes anin ~~increase~~financial ~~of $2~~condition,~~138,586,~~ revenues or ~~518%.~~expenses, ~~The~~results ~~increases~~of ~~are~~operations, ~~primarily~~liquidity, acapital ~~result~~expenditures ofor ancapital ~~increase~~resources inthat ~~operating~~is ~~expenses discussed~~material ~~above~~to our stockholders.

~~For~~Item ~~the six months ended June 30, 2019 loss from operations amounted to $2,710,310 as compared to $879,349 for the six months ended June 30, 2018, an increase of $1,830,961, or 208%~~3. ~~The~~Quantitative ~~decreases~~and ~~are~~Qualitative ~~primarily~~Disclosures aabout ~~result~~Market ~~of an increase in operating expenses discussed above.~~Risk

~~Other Income~~Not ~~(Expense):~~applicable.

~~For~~Item ~~the three months ended June 30, 2019, we had total other income of $164,418 as compared to other (expense) of $(255,509) for the three months ended June 30, 2018, a change of $419,927, or 164%~~4. ~~This~~Evaluation ~~change was primarily due to the recording~~ of aDisclosure ~~gain~~Controls ~~from~~and the fair value of derivative liabilities of $511,730 in the 2019 period as compared to $33,144 in the 2018 period, an increase of $478,586, or 1,444%. Additionally, during the three months ended June 30, 2019, we recorded a (loss) on debt extinguishment of $(22,244) as compared to $0 for the three months ended June 30, 2018. The change in other income (expense) of $35,000 was offset by increase in interest expense of $(71,415) related to an increase in interest-bearing debt.Procedures

~~For~~Disclosure ~~the~~controls ~~six~~and months ended June 30, 2019, we had total other (expense) of $(620,531) as compared to other income of $2,082,220 for the six months ended June 30, 2018, a change of $2,702,751, or 130%. This change was primarily due to the recording of a gain from the fair value of derivative liabilities of $237,495 in the 2019 period as compared to a gain from the fair value of derivative liabilities of $2,890,388 in the 2018 period, a decrease of $2,652,893, or 92%. Additionally, during the six months ended June 30, 2019, we recorded a (loss) on debt extinguishment of $(251,799) as compared to a gain of $(58,759) for the six months ended June 30, 2018. The change in other income (expense) of $267,246 was offset by increase in interest expense of $(124,064) related to an increase in interest-bearing debt. procedures

23We maintain “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer to allow timely decisions regarding required disclosure. Our management, with the participation of our principal executive officer and principal financial officer, evaluated our disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of September 30, 2019, our disclosure controls and procedures were not effective.

~~Net~~Our management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting (~~Loss~~as defined in Rule 13a-15(f) ~~Income:~~under the Exchange Act). Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of September 30, 2019. Our management’s evaluation of our internal control over financial reporting was based on the framework in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that as of September 30, 2019, our internal control over financial reporting was not effective.

~~For~~The ~~the~~ineffectiveness ~~three~~of ~~months~~our ~~ended~~internal ~~June 30, 2019,~~control ~~loss~~over ~~from~~financial ~~continuing~~reporting ~~operations~~was ~~amounted~~due to ~~$2,378,467, or $0.24 per share (basic and diluted), compared to $667,204, or $0.17 per share (basic and diluted) for~~ the ~~three~~following ~~months~~material ~~ended~~weaknesses ~~June~~which ~~30,~~we ~~2018,~~identified ain ~~change~~our ofinternal ~~$1,711,263,~~control orover ~~256%.~~financial reporting:

For the six months ended June 30, 2019, (loss) from continuing operations amounted to $(3,330,841), or $(0.42) per share (basic and diluted), compared to an income of $1,202,871, or $0.32 per share basic and $0.23 per share dilute, for the six months ended June 30, 2018, a change of $4,533,712, or 377%.

	(1)	the lack of multiples levels of management review on complex accounting and financial reporting issues, and business transactions,

	(2)	a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function as a result of our limited financial resources to support hiring of personnel and implementation of accounting systems, and

~~Comprehensive (Loss) Income:~~31

As We expect to be materially dependent aupon ~~result~~third ofparties to provide us with accounting consulting services related to accounting services for the ~~change~~foreseeable infuture. We believe this will be sufficient to remediate the ~~fair~~material ~~value~~weaknesses ofrelated to our ~~marketable~~accounting ~~securities,~~discussed above. Until such time as we ~~had~~have ~~comprehensive~~a ~~gain~~chief offinancial $1officer with the requisite expertise in U.S. GAAP,~~212~~ ~~for~~there are no assurances that the ~~three~~material ~~months~~weaknesses ~~ended~~and ~~June~~significant ~~30,~~deficiencies ~~2019,~~in ~~compared~~our todisclosure acontrols ~~(loss)~~and ofprocedures ~~$(12,699)~~will ~~for~~not ~~the~~result ~~three~~in ~~months~~errors ~~ended~~in ~~June~~our ~~30,~~consolidated ~~2018~~financial statements which could lead to a restatement of those financial statements.

As A material weakness is a ~~result~~deficiency or a combination of ~~the~~control ~~change~~deficiencies in ~~the~~internal ~~fair~~control ~~value~~over offinancial ~~our~~reporting ~~marketable~~such ~~securities,~~that wethere ~~had~~is ~~comprehensive~~a ~~gain~~reasonable ofpossibility ~~$12,669~~that ~~for~~a ~~the six months~~material ~~ended~~misstatement ~~June~~of ~~30,~~our ~~2019,~~annual ~~compared~~or tointerim afinancial ~~(loss)~~statements ofwill ~~$(30,295)~~not ~~for~~be ~~the~~prevented ~~six~~or ~~months~~detected ~~ended~~on ~~June~~a ~~30,~~timely ~~2018~~basis.

~~Liquidity and~~Changes ~~Capital~~in ~~Resources.~~Internal Control over Financial Reporting

~~Liquidity~~There iswas ~~the~~no ~~ability~~change ofin anthe ~~enterprise~~Company’s tointernal ~~generate~~control ~~adequate~~over ~~amounts~~financial ofreporting ~~cash~~(as todefined ~~meet~~in ~~its~~Rules ~~needs~~13a-15(f) ~~for~~and ~~cash~~15d-15(f) ~~requirements.~~of Wethe ~~had~~Securities aExchange ~~working~~Act ~~capital deficit~~ of ~~$3,717,223 and~~1934) ~~cash~~during ofthe ~~$153,447~~quarter asended ofSeptember ~~June~~ 30, 2019 ~~and~~that ahas ~~working~~materially ~~capital~~affected, ~~deficit~~or ofis ~~$3,404,005~~reasonably ~~and~~likely ~~$77,016~~to ofmaterially ~~cash~~affect, asthe ofCompany’s internal ~~December~~control ~~31,~~over ~~2018~~financial reporting.

							Six Months Ended June 30, 2019
	June 30, 2019			December 31, 2018			Change			Percentage Change
Working capital deficit:
Total current assets	$	206,062		$	115,709		$	90,353			78	%
Total current liabilities		(3,923,285	)		(3,519,714	)		(403,571	)		11	%
Working capital deficit:	$	(3,717,223	)	$	(3,404,005	)	$	(313,218	)		9	%

PART II - OTHER INFORMATION

~~The~~Item ~~increase~~1. inLegal working capital deficit was primarily attributable to an increase in current assets of $90,353 and an increase in current liabilities of $403,571, including a decrease in derivative liabilities of $280,418.Proceedings

~~Cash Flows~~None.

~~Changes in~~Item ~~our~~1A. ~~cash~~Risk ~~balance are summarized as follows:~~Factors

	Six Months Ended June 30,
	2019			2018
Cash used in operating activities	$	(803,554	)	$	(835,969	)
Cash used in investing activities		(54,515	)		(101,681	)
Cash provided by financing activities		934,500			706,942
Net increase change in cash	$	76,431		$	(230,708	)

Not applicable to smaller reporting companies.

~~Net Cash~~Item ~~Used~~2. inUnregistered ~~Operating~~Sales ~~Activities:~~of Equity Securities and Use of Proceeds

~~Net cash~~Except ~~flow~~for ~~used~~provided inbelow, ~~operating~~all ~~activities~~unregistered sales ~~was~~of ~~$803,554~~our ~~for~~securities during the ~~six~~three months ended ~~June~~September 30, 2019, aswere ~~compared~~previously todisclosed ~~$835,969~~in ~~for~~a ~~the~~Quarterly ~~six months~~Report ~~ended~~on ~~June~~Form 10-Q ~~30,~~or ~~2018,~~in a ~~decrease~~Current ofReport ~~$32,415,~~on orForm 4%8-K.

	●	Net cash flow used in operating activities for the six months ended June 30, 2019 primarily reflected our net loss of $3,330,841 adjusted for the add-back on non-cash items such as depreciation expense of $21,694, stock-based compensation expense of $2,368,167, derivative income of $(237,495), amortization of debt issue cost of $39,625, amortization of debt discount of $528,559, loss on debt extinguishment of $251,799 and changes in operating asset and liabilities consisting primarily of an increase in prepaid expenses and other assets of $(176,253), a decrease in accounts payable and accrued liabilities of $(268,809).
	●	Net cash flow used in operating activities for the six months ended June 30, 2018 primarily reflected our net income of $1,202,871 adjusted for the add-back on non-cash items such as depreciation expense of $18,119, stock-based compensation expense of $120,450, derivative income of $(2,890,285), amortization of debt issue cost of $67,111, amortization of debt discount of $395,264, loss on debt extinguishment of $58,759, loss on legal settlement of $232,246 and changes in operating asset and liabilities consisting primarily of an increase in prepaid expenses and other assets of $(27,556), a decrease in accounts payable and accrued liabilities of $(12,948).

During the three months ended September 30, 2019, the Company issued to a lender, 544,776 shares of common stock upon conversion of $45,000 of outstanding principal.

242. During the three months ended September 30, 2019, the Company granted to an officer, 10,000,000 shares for services rendered. These shares of common stock had per share grant date fair value of $0.19 and remained issuable as of September 30, 2019.

~~Net~~The shares of common stock referenced herein ~~Cash~~were ~~Used~~issued in ~~Investing~~reliance ~~Activities:~~upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities Act of 1933, as amended, (“Securities Act”).

~~Net cash~~Item ~~used~~3. inDefaults ~~investing~~upon ~~activities~~Senior ~~was $54,515 for the six months ended June 30, 2019 as compared to $101,681 for the six months ended June 30, 2018, a decrease of $47,166, or 46%.~~Securities

~~● During the six months ended June 30, 2019, we purchased $34,515 of fixed assets and note receivable of $20,000~~None.

●Item ~~During~~4. ~~the~~Mine ~~six~~Safety ~~months ended June 30, 2018, we purchased $26,681 of fixed assets and note receivable of $75,000.~~Disclosures

~~Net Cash~~Not ~~Provided by Financing Activities:~~applicable.

~~Net cash~~Item ~~provided~~5. byOther ~~financing activities was $934,500 for the six months ended June 30, 2019 as compared to $706,942 for the six months ended June 30, 2018, a decrease of $227,558, or 32%.~~Information

~~● During the six months ended June 30, 2019, we received $919,500 of net proceeds from convertible debt, net of debt issuance costs, and proceeds from sale of common stock of $15,000~~None.

● During the six months ended June 30, 2018, we received $575,000 of net proceeds from convertible debt, net of debt issuance costs, and proceeds from sale of common stock of $340,000 offset by repayment of convertible debt of $(178,058) and repayment of non-convertible debt of $(30,000).32

~~Cash Requirements~~Item 6. Exhibits

Currently, we have limited operating capital. The Company anticipates that it will require a minimum of $2,000,000 of working capital to complete substantially all of its desired business activity for the next twelve months, including bringing new products to market. The Company has earned limited revenue from its business operations. Our current capital and our other existing resources will be sufficient only to provide a limited amount of working capital, and, to date, the revenues generated from our business operations have not been sufficient to fund our operations or planned growth. As noted above, we will require additional capital to continue to operate our business, and to further expand our business. We may be unable to obtain the additional capital required. Our inability to generate capital or raise additional funds when required will have a negative impact on our operations, business development and financial results.

Exhibit No.		Description of Exhibit

10.4		Equity Purchase Agreement by and between Agritek Holdings, Inc. and Oasis Capital, LLC, dated July 20, 2019 (incorporated by reference to Exhibit 10.1 to registrant’s current report on Form 8-K filed with the SEC on August 5, 2019).

10.5		Registration Rights Agreement by and between Agritek Holdings, Inc. and Oasis Capital, LLC, dated July 20, 2019 (incorporated by reference to Exhibit 10.2 to registrant’s current report on Form 8-K filed with the SEC on August 5, 2019).

31.1*		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.

32.1*		Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002.

101.INS*		XBRL INSTANCE DOCUMENT
101.SCH*		XBRL TAXONOMY EXTENSION SCHEMA
101.CAL*		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF*R		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB*		XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE*		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

~~Going Concern~~* Filed herewith.

These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited condensed consolidated financial statements, the Company had net income (loss) from operations of $(3,330,841) and $1,202,871 for the six months ended June 30, 2019 and 2018, respectively. However, the net income in 2018 resulted primarily from the change in fair value of derivative liabilities. The net cash used in operations were $803,554 and $835,969 for the six months ended June 30, 2019 and 2018, respectively. Additionally, the Company had an accumulated deficit of $30,321,196 and $26,990,355 at June 30, 2019 and December 31, 2018, respectively, had a working capital deficit of $3,717,223 at June 30, 2019, had no revenues from continuing operations in 2019. Management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report.33

Management cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that our capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the issuance date of this report. The Company will seek to raise capital through additional debt and/or equity financings to fund its operations in the future.SIGNATURES

~~Although the~~Pursuant ~~Company~~to ~~has historically raised capital from sales of equity and from~~ the ~~issuance~~requirements of ~~promissory~~Section ~~notes, there is no assurance~~13 ~~that~~or it15(d) ~~will~~of ~~be able to continue to do so. If~~ the ~~Company~~Securities isExchange ~~unable~~Act toof ~~raise~~1934, ~~additional capital or secure additional lending in~~ the ~~near~~Registrant ~~future,~~has ~~management~~duly ~~expects~~caused ~~that~~this ~~the~~report ~~Company will need~~ to ~~curtail~~be orsigned ~~cease~~on ~~operations.~~its ~~These~~behalf ~~consolidated~~by ~~financial statements do not include any adjustments related to~~ the ~~recoverability and classification of recorded asset amounts and classification of~~undersigned, ~~liabilities~~thereunto ~~that~~duly ~~might be necessary should the Company be unable to continue as a going concern~~authorized.

Additional Purchaser Rights and Company Obligations

	AGRITEK HOLDINGS, INC.

Dated: November 25, 2019	By:	/s/ Scott Benson
		Scott Benson
		Chief Executive Officer (principal executive, principal financial and accounting officer)

The Securities Purchase Agreements include additional purchaser rights and Company obligations including obligations on the Company to reimburse the Purchasers for legal fees and expenses, satisfy the current public information requirements under SEC Rule 144(c), obligations on the Company with respect to the use of proceeds from the sale of securities and Purchaser rights to participate in future Company financings. Reference should be made to the full text of the Securities Purchase Agreements.34

Common Stock for debt conversion

For the six months ended June 30, 2019, the lenders converted an aggregate of $273,7102 of outstanding principal and interest of the convertible note, 1,110,000 shares of its common stock.

Future Financings

We will require additional financing to fund our planned operations. We currently do not have committed sources of additional financing and may not be able to obtain additional financing particularly, if the volatile conditions of the stock and financial markets, and more particularly the market for early development stage company stocks persist.

There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to further delay or further scale down some or all of our activities or perhaps even cease the operations of the business.

Since inception we have funded our operations primarily through equity and debt financings and we expect that we will continue to fund our operations through the equity and debt financing, either alone or through strategic alliances. If we are able to raise additional financing by issuing equity securities, our existing stockholders’ ownership will be diluted. Obtaining commercial or other loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his, her, or its investment in our common stock. Further, we may continue to be unprofitable.

Critical Accounting Policies

We have identified the following policies as critical to its business and results of operations. Our reported results are impacted by the application of the following accounting policies, certain of which require management to make subjective or complex judgments. These judgments involve making estimates about the effect of matters that are inherently uncertain and may significantly impact quarterly or annual results of operations. For all of these policies, management cautions that future events rarely develop exactly as expected, and the best estimates routinely require adjustment.

Use of estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the six months ended June 30, 2019 and year ended December 31, 2018 include the useful life of property and equipment, valuation of right-of-use (“ROU”) assets and operating lease liabilities, assumptions used in assessing impairment of long-term assets, estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions and the valuation of derivative liabilities.

Fair value of financial instruments and fair value measurements

FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on June 30, 2019. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

Derivative liabilities

The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any embedded derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on debt extinguishment.

Revenue recognition

In May 2014, FASB issued an update Accounting Standards Update, ASU 2014-09, establishing ASC 606 - Revenue from Contracts with Customers. ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard, which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The Company adopted this standard on January 1, 2018 using the modified retrospective approach, which requires applying the new standard to all existing contracts not yet completed as of the effective date and recording a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Based on an evaluation of the impact ASU 2014-09 will have on the Company’s sources of revenue, the Company has concluded that ASU 2014-09 did not have any impact on the process for, timing of, and presentation and disclosure of revenue recognition from customers and there was no cumulative effect adjustment.

Stock-based compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Leases

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842). The updated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases. In addition, the updated guidance requires that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606. The updated guidance is effective for interim and annual periods beginning after December 15, 2018.

On January 1, 2019, the Company adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and; (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less.

Operating lease ROU assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the condensed consolidated statements of operations.

Off Balance Sheet Arrangements

We have no 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 is material to our stockholders.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4. Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures

We maintain “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer to allow timely decisions regarding required disclosure. Our management, with the participation of our principal executive officer and principal financial officer, evaluated our disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of June 30, 2019, our disclosure controls and procedures were not effective.

Our management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of June 30, 2019. Our management’s evaluation of our internal control over financial reporting was based on the framework in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that as of June 30, 2019, our internal control over financial reporting was not effective.

The ineffectiveness of our internal control over financial reporting was due to the following material weaknesses which we identified in our internal control over financial reporting:

	(1)	the lack of multiples levels of management review on complex accounting and financial reporting issues, and business transactions,
	(2)	a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function as a result of our limited financial resources to support hiring of personnel and implementation of accounting systems, and

We expect to be materially dependent upon third parties to provide us with accounting consulting services related to accounting services for the foreseeable future. We believe this will be sufficient to remediate the material weaknesses related to our accounting discussed above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures will not result in errors in our consolidated financial statements which could lead to a restatement of those financial statements.

A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934) during the quarter ended June 30, 2019 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Not applicable to smaller reporting companies.

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

Except for provided below, all unregistered sales of our securities during the three months ended June 30, 2019, were previously disclosed in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.

1. During the three months ended June 30, 2019, the Company issued to a lender, 200,000 shares of common stock upon conversion of $27,956 of outstanding principal.

	2.	During the three months ended June 30, 2019, the Company issued to several consultants, 11,000,000 shares for services rendered. The per share fair value of these shares were $0.29.
	3.	During the three months ended June 30, 2019, the Company issued to an officer, 2,000,000 shares for services rendered. The per share fair value of these shares were $0.68.

The shares of common stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities Act of 1933, as amended, (“Securities Act”).

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.		Description of Exhibit
4.1*		Note Agreement dated February 7, 2019.
4.2*		Warrant Agreement dated February 7, 2019.
4.3*		Note Agreement dated April 26, 2019.
4.4*		Note Agreement dated May 10, 2019.
4.5*		Note Agreement dated May 31, 2019.
10.1*		Securities Purchase Agreement, dated February 7, 2019.
10.2*		Securities Purchase Agreement, dated April 26, 2019.
10.3*		Securities Purchase Agreement, dated May 31, 2019.
10.4		Equity Purchase Agreement by and between Agritek Holdings, Inc. and Oasis Capital, LLC, dated July 20, 2019 (incorporated by reference to Exhibit 10.1 to registrant’s current report on Form 8-K filed with the SEC on August 5, 2019).
10.5		Registration Rights Agreement by and between Agritek Holdings, Inc. and Oasis Capital, LLC, dated July 20, 2019 (incorporated by reference to Exhibit 10.2 to registrant’s current report on Form 8-K filed with the SEC on August 5, 2019).
31.1*		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002.
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.

SIGNATURES

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.

	AGRITEK HOLDINGS, INC.
Dated: September 18, 2019	By:	/s/ Suneil Singh Mundie
		Suneil Singh Mundie
		Interim Chief Executive Officer (principal executive, principal financial and accounting officer)

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