UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

~~WASHINGTON,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

~~x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15~~(d)Mark ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~One)

~~For~~þ ~~the~~ANNUAL ~~fiscal~~REPORT ~~year~~PURSUANT ~~ended~~TO ~~December 31,~~SECTION ~~2012~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

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

For the transition period from _________ to _________

Commission ~~file~~File ~~number:~~Number 333-155318

~~SPEEDSPORT BRANDING~~CANNLABS, INC.

(Exact ~~name~~Name of Registrant as ~~specified~~ Specified in ~~its~~Its ~~charter~~Charter)

Nevada		20-4168979
Delaware		20-5337455
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)
111 Sunrise Center Dr. Thomasville, NC		27360
(Address of principal executive offices)		(Zip Code)

~~Registrant’s~~3888 ~~telephone~~E. ~~number:~~Mexico ~~(336) 210-6410~~Avenue, Suite 202

~~Securities~~Denver, ~~registered pursuant to Section 12(b) of the Act: None~~CO 80210

~~Securities registered pursuant to Section~~ 12(g) Address of ~~the~~Principal ~~Act:~~Executive ~~Common Stock, $0.001 par value~~Offices)

~~Indicate~~(Zip ~~by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ~~Code)

~~Indicate~~Registrant’s bytelephone ~~check~~number, ~~mark~~including ifarea ~~the~~code: ~~registrant is not required to file reports pursuant to Section 13 or Section 15~~(d303) ~~of the Act. Yes ¨ No þ~~309-0105

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨None

~~Indicate~~Securities byregistered ~~check mark if disclosure of delinquent filers~~ pursuant to ~~Item~~Section ~~405 of Regulation S-K~~ 12(~~§229.405~~g) of ~~this chapter) is not contained herein, and will not be contained herein, to~~ the ~~best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨~~Act:

~~Indicate~~Common ~~by check mark whether the registrant is a large accelerated filer~~Stock, ~~an accelerated filer, a non-accelerated filer, or a smaller reporting company~~$0. ~~See~~001 ~~the~~par ~~definitions of “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.~~value

~~Large~~Indicate ~~accelerated~~by ~~filer~~check ¨mark ~~Accelerated~~if ~~filer~~the ¨registrant ~~Non~~is a well-~~accelerated~~known ~~filer~~seasoned ¨issuer, ~~Smaller~~as ~~reporting~~defined ~~company~~in xRule 405 of the Securities Act. Yes ☐ or No þ

Indicate by check mark ~~whether~~if the registrant is anot ~~shell~~required ~~company (as~~to ~~defined~~file inreports ~~Rule~~pursuant ~~12b-2~~to Section 13 or Section 15(d) of the Act). Yes ¨☐ or No þ

AsIndicate ofby ~~June~~check ~~30,~~mark ~~2012~~whether the ~~aggregate~~registrant ~~market~~(1) has ~~value~~filed ofall ~~the~~reports ~~voting stock~~required ~~held~~to be filed by ~~non-affiliates~~Section 13 or 15(d) of the ~~Registrant~~Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was ~~approximately~~required ~~$871~~to file such reports), ~~860~~and ~~based~~(2) has onbeen ofsubject ~~the~~to ~~last~~such ~~price~~filing atrequirements ~~which~~for the ~~Company~~past ~~sold its shares~~90 ($days.20 ~~per~~Yes ~~share~~þ ofor ~~common~~No ~~stock).~~ ☐

OnIndicate ~~March~~by ~~31,~~check ~~2013,~~mark wewhether ~~had~~the 16registrant has submitted electronically and posted on its corporate Web site,~~535~~ if any,~~838~~ ~~shares~~every Interactive Data File required to be submitted and posted pursuant to Rule 405 of ~~common~~Regulation ~~stock issued~~S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and ~~outstanding~~post such files). Yes þ or No ☐

~~TABLE~~Indicate OFby ~~CONTENTS~~check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

TOIndicate ~~ANNUAL~~by ~~REPORT~~check ONmark ~~FORM~~whether 10the registrant is a large accelerated filer, an accelerated filer, a non-Kaccelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

~~FOR~~Large ~~YEAR~~accelerated ~~ENDED~~filer ~~DECEMBER~~☐ ~~31,~~Accelerated ~~2012~~filer ☐ Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company þ

		Page
PART I
ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	9
ITEM 1B.	UNRESOLVED STAFF COMMENTS	16
ITEM 2.	PROPERTIES	16
ITEM 3.	LEGAL PROCEEDINGS	16
ITEM 4.	Inappplicable	16
PART II
ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	16
ITEM 6.	SELECTED FINANCIAL DATA	17
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	17
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	22
ITEM 8.	FINANCIAL STATEMENTS	22
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES	22
ITEM 9A(T).	CONTROLS AND PROCEDURES	22
ITEM 9B.	OTHER INFORMATION	24
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	24
ITEM 11.	EXECUTIVE COMPENSATION	26
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	27
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	28
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	29
ITEM 15.	EXHIBITS	30
SIGNATURES		30

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

iThe aggregate market value of the common stock held by non-affiliates of the registrant was $7,790,482 as of June 30, 2014 based on the price in which the common stock of the registrant was last sold as reported by the OTC Bulletin Board. Shares of common stock held by each current executive officer and director and by each person who is known by the registrant to own 5% or more of the outstanding common stock have been excluded from this computation in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not a conclusive determination for other purposes.

~~CAUTION~~We had ~~REGARDING~~64,631,404 ~~FORWARD-LOOKING~~shares ~~INFORMATION~~of common stock outstanding as of the close of business on June 15, 2015.

This report contains forward-looking statements. All forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of the Company. Readers are cautioned not to place undue reliance on these forward-looking statementsCANNLABS, ~~which are only predictions and speak only as of the date hereof~~INC. Forward-looking statements usually contain the words “estimate,” “anticipate,” “believe,” “expect,” or similar expressions, and are subject to numerous known and unknown risks and uncertainties. In evaluating such statements, prospective investors should carefully review various risks and uncertainties identified in this Report, including the matters set forth under the captions “Risk Factors” and in the Company’s other SEC filings. These risks and uncertainties could cause the Company’s actual results to differ materially from those indicated in the forward-looking statements.

~~Although~~FORM ~~forward-looking statements in this annual report on Form~~ 10-K ~~reflect~~ANNUAL the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading “Risks Relating to Our Business” below, as well as those discussed elsewhere in this annual report on Form 10-K. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this annual report on Form 10-K. We file reports with the Securities and Exchange Commission (“SEC”). You can read and copy any materials we file with the SEC at the SEC’s Public Reference Room, 100 F. Street, NE, Washington, D.C. 20549 on official business days during the hours of 10 a.m. to 3 p.m. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including the Company.REPORT

WeYear ~~undertake~~Ended no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this annual report on Form 10-K. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this annual reportDecember 31, ~~which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.~~2014


		Page
PART I

Item 1.	Business	1
Item 1A.	Risk Factors	17
Item 1B.	Unresolved Staff Comments	25
Item 2.	Properties	25
Item 3.	Legal Proceedings	25
Item 4.	Mine Safety Disclosures	25

PART II

Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	26
Item 6.	Selected Financial Data	27
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 8.	Financial Statements and Supplementary Data	32
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	32
Item 9A	Controls and Procedures	32
Item 9B.	Other Information	32

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	33
Item 11.	Executive Compensation	36
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	37
Item 13.	Certain Relationships and Related Transactions, and Director Independence	38
Item 14.	Principal Accountant Fees and Services	38

PART IV

Item 15.	Exhibits and Financial Statement Schedules	39

~~ITEM~~PART ~~1. BUSINESS~~I

~~BUSINESS~~SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

~~BUSINESS~~This OFCurrent ~~THE~~Report ~~COMPANY~~on Form 10-K contains “forward-looking statements,” which include information relating to future events, future financial performance, strategies, expectations, competitive environment and regulation . All statements other than statements of historical facts included or incorporated by reference in this Current Report on Form 10-K, including without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues, projected costs and plans and objective of management for future operations, are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expects,” “intends,” “plans,” “projects,” “estimates,” “anticipates,” or “believes” or the negative thereof or any variation there on or similar terminology or expressions.

~~Background~~We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to: our ability to raise additional capital, the absence of any operating history or revenue, our ability to attract and retain qualified personnel, market acceptance of our platform, our limited experience in a relatively new industry, regulatory and competitive developments, intense competition with larger companies, general economic conditions, as well as other factors set forth under the caption “Risk Factors” in this Current Report on Form 10-K (“Current Report”).

WeAll ~~are~~subsequent awritten ~~development~~and ~~stage~~oral ~~company operating as a small motorsports organization which was organized in 2006 to participate in the United Sports Car Racing series (“USC”) sanctioned events (formerly known as the Grand~~forward-Amlooking ~~Rolex Series)~~statements inattributable ~~Grand Touring (“GT”) based road racing events. The United Sport Car Racing series was established in 1999~~ to ~~organize~~us, ~~sanction,~~or ~~and~~persons ~~sponsor~~acting ~~professionally~~on ~~race~~our ~~prepared~~behalf, ~~“Sports Car”~~are ~~automobile~~expressly ~~road~~qualified ~~racing~~ in ~~North~~their ~~America. We~~entirety ~~participate~~by in the ~~“Rolex Series GT” events using Rolex Series GT (Grand Touring) race-prepared production based automobiles~~foregoing. We ~~participated~~Except inas ~~four~~required ~~road~~by ~~racing events in 2006~~law, ~~five~~we inassume ~~2007,~~no ~~nine~~duty ~~races~~to inupdate ~~2008~~or ~~and~~revise inour noforward-looking ~~races thereafter~~statements.

InITEM 2012, we attended and provided consulting services at United Sports Car Racing series road racing events at Road America in Elk Harte Lake, Wisconsin and in the inaugural Brickyard Grand Prix at Indianapolis Motor Speedway1. ~~We received associated sponsorship and consulting income from marketing partners and clients for both events in 2012~~ BUSINESS.

WeThe have utilized leased race cars to participate in the racing events we have scheduled. In December of 2008, we purchased a racecar from P-1, Inc. (“P-1“) as an alternative to leasing. Kevin P. O’Connell, who is our majority shareholder, is also the majority shareholder of P-1, Inc.Company

We As ~~will~~used ~~decide~~ in ~~the~~this ~~future~~Current ~~whether~~Report on Form 10-K, all references to ~~lease~~“we,” a“our” ~~racecar~~and or “us” for the periods prior to ~~enter~~the closing of the ~~vehicle~~Merger werefer ~~have~~to ~~purchased~~Carbon ~~from~~Bond ~~P-1~~Holdings, Inc. In ~~the~~(“Carbon ~~past~~Bond”), ~~and~~as ~~possibly~~a inprivately ~~the~~owned ~~future~~company, weand ~~intend~~for tothe ~~lease~~periods ~~our~~subsequent ~~race cars~~to ~~for~~the ~~United~~closing ~~Sports~~of ~~Car~~the ~~Racing~~Merger ~~events.~~refer ~~This~~to ~~could~~the beCompany ~~from~~and ~~outside~~its ~~vendors~~subsidiaries or(including ~~from~~Carbon ~~P-1~~Bond).

WeThe ~~expect~~Company ~~the~~was ~~majority~~incorporated ofas ~~our~~a ~~revenue~~Nevada tocorporation ~~be derived from the sale to sponsors of advertising space~~ on ~~each~~January ~~vehicle~~10, we2006 ~~enter~~for inthe apurpose ~~United~~of ~~Sports~~designing ~~Car Racing event~~ and ~~from~~modifying ~~winning~~motorsport aracecars ~~share~~for ~~of the~~its ~~“cash~~own ~~purses” that are provided by the United Sports Car Racing series event sponsors. Secondarily~~use, we ~~expect~~providing ~~to utilize our~~ race ~~cars~~consulting ~~to provide marketing and public corporate branding~~ services to ~~clients~~other ~~desiring~~race toteams ~~use our cars~~ and ~~equipment~~competing toin ~~market~~organized ~~their~~racing ~~product or service by having our vehicles promote their brand by carrying their logo~~events. On ~~Our~~June ~~ability to attract sponsors will~~12, ~~in part~~2014, ~~be dependent upon~~ the ~~success~~Company’s ofwholly-owned ~~our~~subsidiary ~~racecars~~merged ininto the ~~races~~Company weand ~~may decide to enter. We believe that if we win, or finish within~~ the ~~top~~Company 10changed ~~finishing~~its ~~places~~name infrom a“Speedsport ~~race~~Branding, ~~our~~Inc.” ~~ability~~ to ~~attract sponsors will be enhanced. Further~~“CannLabs, ~~our~~ ~~past record of sporadic "Top 10" finishing places has diminished our ability to attract sponsors~~Inc.”

WeCarbon ~~have~~Bond ~~conducted~~was ~~limited~~formed ~~operations~~as toa ~~date~~Colorado ~~and our operations will continue to be~~ limited ~~until~~liability ~~such~~company ~~time~~on asOctober we21, ~~are able to obtain additional funds to carry out our business plans~~2013. WeCarbon ~~received consulting~~Bond ~~income~~was ~~during~~converted ~~periods~~into ina ~~which~~Colorado wecorporation ~~have~~on ~~not~~May ~~entered in racing events. In 2012~~27, ~~most of our income was generated from providing consulting services~~2014.

1CannLabs, Inc., a Colorado “S” corporation (“CannLabs Colorado”), was formed on April 19, 2010. CannLabs Colorado is a stand-alone cannabis testing laboratory. Under Colorado law, the holders of licenses for marijuana related businesses must be residents of the State of Colorado or all of the owners of an entity must be Colorado residents. Accordingly, the Marijuana Enforcement Division Laboratory License for CannLabs Colorado is held by CannLabs Colorado whose owners are our Founder and President, Genifer Murray, and our former Chief Information Officer, Steve Kilts, both of whom are Colorado residents. We believe it is the largest cannabis testing laboratory in Colorado based on our estimate of customers in the market and the number of customers for which CannLabs Colorado performs tests. CannLabs Colorado itself has no employees or equipment and provides cannabis testing as mandated by the state of Colorado, as well as other testing of cannabis as requested by its customers under the management of Carbon Bond. CannLabs Colorado controls the license to generate the revenues and Carbon Bond supplies the labor, equipment and technology utilized by CannLabs Colorado in order to provide testing services to the CannLabs Colorado customers.

We had limited revenues in 2012 and 2011 from a small client base. During the year ended December 31, 2012, we earned revenue from four companies, of which two were related to us. Three customers accounted for 43% (related party), 39% and 14% of total 2012 revenue, respectively. Revenue in 2011 included lease income from the lease of a vehicle to a related party. Our related party income was received from RC-1~~, Inc. Kevin O’Connell, our majority shareholder, is the majority shareholder for RC-1, Inc.~~

~~United~~Customers ~~Sports~~of ~~Car~~CannLabs ~~Racing~~Colorado, bring their samples of cannabis to the laboratory for testing. The Marijuana Enforcement Division (“MED “) sets the regulations for the types and amount of testing that is required for cannabis products in Colorado. If the MED relaxes or increases testing standards, CannLabs Colorado’s revenue will be adversely or positively affected, respectively.

~~United~~CannLabs ~~Sports~~– ~~Car~~Connecticut, ~~Racing~~Inc. is(“CannLabs ~~not~~Connecticut”) anwas ~~affiliate~~incorporated on May 15, ~~partner~~2014, orto ~~sponsor of~~provide ~~our~~testing ~~Company~~services similar to CannLabs Colorado in Connecticut. ~~United~~ The ~~Sports~~owners ~~Car~~of ~~Racing~~CannLabs isConnecticut aare ~~separate~~our Founder and ~~distinct~~President, ~~entity~~Genifer ~~from~~Murray, and our ~~Company~~former ~~and~~Chief ~~the~~Information ~~only~~Officer, ~~formal~~Steve ~~contract(s) that~~Kilts. CannLabs weConnecticut ~~have~~has ~~with~~a ~~the~~laboratory ~~organization~~license isissued by the ~~contractual~~Department ~~entry~~of ~~forms~~Consumer ~~that~~Protection we(“DCP”). CannLabs ~~must~~Connecticut ~~submit~~itself tohas beno ~~entered~~employees ~~into~~or aequipment ~~racing~~and ~~event,~~provides ~~and~~cannabis ~~the annual~~testing ~~driver~~as ~~and~~mandated ~~crew~~by ~~member~~the ~~fees~~state ~~that~~of weConnecticut, ~~must~~as ~~submit~~well as aother ~~prerequisite~~testing toof ~~our~~cannabis ~~admission~~as ~~and~~requested ~~entry~~by ~~into~~its ~~scheduled~~customers ~~United~~under ~~Sports Car~~the ~~Racing~~management ~~events~~of Carbon Bond. We CannLabs ~~are~~Connecticut ~~dependent~~controls onthe ~~United~~license ~~Sports~~to ~~Car~~generate ~~Racing~~the revenues and ~~their~~Carbon ~~events~~Bond assupplies athe ~~platform~~labor, ~~for~~equipment usand technology utilized by CannLabs Connecticut in order to ~~showcase~~ ~~the brands~~provide oftesting ~~our~~services ~~potential~~to the CannLabs Connecticut customers.

AsCustomers ~~the primary series in which we compete, United Sports Car Racing mandates, manages and monitors the qualifications~~ of ~~participants~~CannLabs ~~at every United Sports Car Racing sanctioned event. In addition to filing ownership forms with United Sports Car Racing~~Connecticut, toarrange participate in a United Sports Car Racing sanctioned event, each car must be driven by a driver who has motorsports experience and all cars must undergo a United Sports Car Racing technical inspection. Prior to ~~qualifying~~have attheir ~~each~~samples ~~race, all~~ of ~~the~~cannabis ~~participating~~taken ~~cars~~to ~~must undergo a pre-race technical inspection by~~ the ~~United~~ ~~Sports~~laboratory ~~Car~~for ~~Racing officials~~testing. The ~~Several~~DCP ~~participating~~sets ~~race cars are also selected to undergo a further technical inspection at~~ the ~~conclusion~~regulations offor ~~each race to ensure~~ the ~~selected~~types ~~cars~~and ~~participated~~amount ~~within all~~ of ~~the~~testing ~~United~~that ~~Sports~~is ~~Car~~required ~~Racing~~for ~~technical~~cannabis ~~guidelines during~~products ~~the~~in ~~race~~Connecticut. If ~~United Sports Car Racing specifications exist for~~ the ~~entire~~DCP ~~race~~relaxes ~~car~~or ~~(including~~increases ~~aerodynamic~~testing ~~elements such as length of spoilers and air dams~~standards, ~~engine~~CannLabs ~~characteristics,~~Connecticut’s ~~fuel,~~revenue ~~chassis~~will ~~setup,~~be ~~shocks,~~adversely ~~tires,~~or ~~etc.)~~positively ~~and typically vary by manufacturer (such as Porsche~~affected, ~~GM, Ford, Mazda, BMW, etc~~respectively.). These specifications can change between races as United Sports Car Racing attempts to maintain equality of competition between race teams and manufacturers. Teams, drivers and owners that are caught violating United Sports Car Racing guidelines typically receive penalties ranging from economic fines to loss of owner and driver points, to suspensions from future United Sports Car Racing sanctioned events.

~~After~~CannLabs ~~passing~~– ~~the~~Nevada, ~~United~~INC. ~~Sports~~(“CannLabs ~~Car~~Nevada”) ~~Racing~~was ~~technical~~incorporated ~~inspection~~on May 15, a ~~racecar~~2014, ~~has~~to ~~one~~provide ~~attempt~~testing services similar to ~~achieve~~CannLabs ~~one~~Colorado in Nevada. The owners of ~~the~~CannLabs ~~top~~Nevada ~~qualifying~~are ~~speeds~~our ofFounder ~~all~~and ~~the~~President, ~~cars~~Genifer inMurray, ~~order~~and toour ~~qualify~~former ~~for~~Chief anInformation ~~event~~Officer, Steve Kilts. CannLabs ~~The~~Nevada ~~fastest qualifying~~has ~~speed~~a isprovisional ~~awarded~~laboratory license issued by the ~~pole~~State ~~position~~0f ~~for~~Nevada, ~~the~~Division ~~respective~~of ~~race~~Public and Behavioral Health (“DPBH”). ~~The~~CannLabs ~~pole~~Nevada ~~position~~itself ~~starts~~has onno ~~the~~employees ~~inside~~or ofequipment ~~the front~~and ~~row~~is ~~and~~currently ~~leads~~not ~~the~~operational. Once ~~rest~~operational ofCannlabs ~~the~~Nevada ~~qualifying~~will ~~field~~provide tocannabis testing as mandated by the ~~“green~~DPBH, ~~flag”~~as ~~indicating~~well as other testing of cannabis as requested by its customers under the ~~beginning~~management of ~~each~~Carbon ~~race~~Bond. ~~Drivers and~~CannLabs ~~team~~Nevada ~~owners~~controls ~~covet~~the license to generate the ~~pole~~revenues ~~position~~and ~~due~~Carbon toBond will supply the ~~notoriety~~labor, ~~received~~equipment and technology utilized by ~~the~~CannLabs ~~respective~~Nevada ~~pole~~in ~~winner~~order ~~sponsors~~to provide testing services to the CannLabs Nevada customers.

~~After~~Carbon ~~the~~and ~~pole position~~Cook, ~~the~~Inc. ~~next~~(“C&C”) ~~race~~was ~~cars~~incorporated ~~earn~~on ~~their~~December ~~starting spots~~11, ~~according~~2014, to provide consulting services in the ~~fastest~~areas ~~qualifying~~of ~~speeds~~governmental relations, business licensing, regulatory compliance, finance, quality and safety and product development.

~~United~~Carbon ~~Sports~~Bond ~~Car~~maintains ~~Racing~~the ~~“formerly~~Software ~~known~~WorkFlow asSystem ~~Grand American~~and ~~Road~~Customer ~~Racing~~Portal ~~Association”~~that is utilized by CannLabs Colorado and CannLabs Connecticut in the operation of the labs. Carbon Bond also provides certain administrative services for CannLabs Colorado and CannLabs Connecticut, including but not limited to, accounting, personnel, billing and recordkeeping through Administrative Services Agreements. While the Company is prohibited from owning CannLabs Colorado directly, it derives revenue in the form of licensing fees and administrative fees under the License Agreement and the Administrative Services Agreement, which fees are not tied to CannLabs Colorado revenues or net income. While the Company is permitted to own CannLabs Connecticut, it derives revenue from CannLabs Connecticut in the form of licensing fees and administrative fees under the License Agreement and the Administrative Services Agreement. In the future, the Company may open labs in other states which it owns directly if permitted by local regulations or may operate under a similar structure to CannLabs Colorado.

~~The~~Carbon ~~Grand~~Bond ~~American~~licenses ~~Road~~certain ~~Racing~~technology ~~Association~~to ~~(subsequently~~CannLabs ~~renamed United~~Colorado ~~Sports~~and ~~Car~~CannLabs ~~Racing)~~Connecticut ~~was~~through ~~established~~non-exclusive inlicensing ~~1999~~agreements tofor ~~return~~a ~~stability~~monthly tofee, ~~major~~which ~~league~~is ~~sports~~currently ~~car~~$10,000 ~~road~~but ~~racing~~is insubject ~~North~~to ~~America. Now~~adjustment ~~known~~pursuant asto the ~~United~~agreements. These ~~Sports~~agreements ~~Car~~have ~~Racing~~terms ~~series,~~of ~~the~~five ~~sanctioning~~years ~~body’s~~and ~~headquarters~~will ~~are~~automatically ~~located~~be inextended ~~Daytona~~for ~~Beach,~~additional ~~Fla. on~~five ~~the~~year ~~same~~periods ~~corporate~~unless ~~campus~~terminated ~~that~~in isaccordance ~~also~~with ~~home~~the toterms ~~NASCAR,~~of ~~International~~the ~~Speedway Corporation (“ISC”) and Daytona International Speedway~~agreements. ~~United~~ Carbon ~~Sports~~Bond ~~Car~~also ~~Racing~~provides ~~operates~~administrative asservices ato ~~wholly~~CannLabs ~~owned~~Colorado ~~subsidiary~~and ~~of NASCAR,~~CannLabs ~~with~~Connecticut ~~common~~through ~~investors~~administrative ~~and~~services ~~board members~~agreements. These ~~Among~~agreements ~~the~~require ~~Company’s~~monthly ~~investors~~payments ~~and~~of ~~executives~~shared ~~are~~expenses. Shared ~~several~~expenses ofinclude, ~~the~~but ~~key~~are ~~people~~not ~~behind~~limited ~~NASCAR~~to, ~~but~~certain ~~United~~human ~~Sports~~resources, ~~Car Racing~~client ~~offers~~services, ansales ~~entirely~~and ~~different~~marketing, ~~product~~equipment ~~that~~and ~~features~~technology, ~~production~~and ~~based~~administrative ~~sports~~expenses. These ~~car~~expenses ~~racing~~may onbe ~~widely~~adjusted ~~known~~quarterly. ~~road~~The ~~and~~administrative ~~street~~services ~~course circuits~~agreements ~~and~~have interms ~~major~~of ~~markets~~five ~~throughout North America~~years.

~~According~~In addition to ~~the~~licensing ~~United~~software ~~Sports Car Racing, sports car racing in North America endured tough~~ and ~~uncertain~~providing ~~times~~administrative ~~for~~services ~~the majority of the 1990s. Sports car racing’s decline during this period could basically be traced~~ to ~~uncontrolled~~CannLabs ~~technology~~Colorado and ~~its~~CannLabs ~~related~~Connecticut, ~~costs.~~Carbon ~~United~~Bond ~~Sports~~as ~~Car~~a ~~Racing~~separate ~~has~~entity ~~addressed technology~~provides ~~cost~~consulting ~~concerns~~services ~~with~~driven ~~affordability~~by ~~rules~~client needs and ~~cost~~focused ~~containment~~on ~~policies~~cannabis ~~that~~education. Carbon ~~are~~Bond ~~devised~~also tois ~~enhance~~conducting ~~competition~~advanced atresearch into the ~~overall~~ ~~team~~cannabis ~~personnel and driver level~~plant.

2It is our mission to create a safe cannabis industry by providing the leading cloud-based solution for testing, consulting and analytics. With laboratories as the core business, we expect to expand our services into consulting, web-based applications, education and other facets of the cannabis industry that we expect to evolve as this industry continues to mature. We are developing a strategic plan to create a presence in the various states as they begin to legalize marijuana for medical and/or recreational usage. We currently service CannLabs Colorado in Denver, Colorado and CannLabs Connecticut in Hartford, Connecticut and have announced plans to expand into Nevada.

The United Sports Car Racing series premier racing events are known “Rolex Sports Car Series presented by Crown Royal Special Reserve” (the “Rolex Series”) and will be in its inaugural season under the new brand in 2014. The series has established itself as one of the most diversified professional road racing championship in North America.2

A division within the Rolex Series of racing events sanctioned by United Sports Car Racing is the Grand-Am GT Series (the “GT Series”). The category of racecars designated by United Sports Car Racing for competition in the GT Series is the “Rolex Series GT” class of sports cars. The Rolex Series GT sports cars are based upon factory production models of certain automobile manufacturers, but are customized at the factory or at approved private engineering firms so that they may be used for racing in the Rolex GT Series. We intend to participate in the Rolex GT Series using exclusively GT Class sports cars.Overview

In ~~September~~recent ~~of 2012~~years, ~~Grand~~regulations ~~Am;~~surrounding ~~our~~cannabis ~~sanctioning~~have ~~body~~changed dramatically, ~~announced that~~in itColorado ~~will~~and beConnecticut. Recreational ~~merging~~marijuana ~~with~~use ~~the~~in ~~American~~Colorado Lewas ~~Mans~~legalized ~~Series~~effective ~~("ALMS")~~January 1, ~~which~~2014 ~~had~~for ~~been~~individuals ~~Grand-Am's~~21 ~~main~~and ~~US competitor since its inception~~over. ~~The~~CannLabs ~~two~~Colorado ~~series~~is ~~will~~at ~~fully~~the ~~merge~~forefront ~~in 2014 under one series name~~ of ~~"United~~the ~~Sports~~testing ~~Car"~~process. Connecticut ~~The~~medical ~~series~~marijuana ~~will register~~regulations ~~the~~require ~~series~~extensive ~~name~~testing ~~with~~of ~~the~~product ~~International~~prior ~~Motor~~to ~~Sports~~reaching ~~Association~~patients ~~(“IMSA”).~~including ~~The~~potency, ~~ALMS~~pesticide, ~~name~~residual, ~~(along~~heavy ~~with~~metal ~~the~~and ~~connection to~~microbial ~~the~~testing. The 24testing ~~Hours~~process, ofwhich Leis ~~Mans)~~licensed ~~will~~from beCarbon ~~terminated~~Bond, ascurrently ~~well~~revolves asaround ~~the~~potency, ~~manufacturer~~however, ~~supported~~testing P1for ~~prototype~~contaminants ~~class.~~and ~~Grand~~other ~~American~~items ~~“Grand Am”~~is ~~will~~expected ~~also cease~~ to be arequired ~~name~~sometime ~~used~~in ~~moving forward~~2015.

~~Under~~We ~~the~~have ~~United~~developed ~~Sports~~scientific ~~Car~~methods ~~Racing~~for ~~series,~~ the ~~new~~analysis ~~Prototype class will consist~~ of ~~Daytona~~cannabinoids ~~Prototypes~~in flowers, ~~ALMS P2 cars~~ concentrates,and ~~the~~edibles ~~DeltaWing~~with ~~(including a new closed-cockpit version). The ALMS GT class will be renamed GT Le Mans (“GTLM”), while GT Daytona (“GTD”) will combine~~ the ~~current~~use ~~Grand-Am GT~~of ~~class~~various ~~and~~instrumentation ~~the~~described ~~ALMS' GTC cars~~below. We ~~The~~also ~~Prototype~~assist ~~Challenge~~medical ~~(“PC”)~~marijuana ~~and~~specialty GXproduction ~~classes~~facilities ~~will~~in ~~both~~order ~~carry~~to ~~over~~better ~~unchanged~~regulate, ~~from Grand-Am~~calculate ~~and~~proper ~~ALMS~~dosage, ~~respectively. The lead Prototype class combines Grand-Am's Daytona Prototype class with the ALMS' P2~~ and ~~DeltaWing cars.~~understand ~~PC will be retained from~~ the ~~ALMS,~~importance ~~as will GTLM which will consist~~ of ~~the~~consistency ~~cars~~in ~~from the ALMS GT class~~product.

~~GTD~~The ~~combines~~data/analytics from the ~~Grand-Am's~~laboratory GTtesting ~~class~~services are used to provide information for C&C and also will be used with our patent pending technology to assist consumers in easily finding the ~~ALMS'~~cannabis ~~GTC~~product ~~class~~that meets their needs. GX The isdata/analytics ~~retained~~will ~~from~~also ~~the~~be ~~Grand-Am~~used ~~structure~~to assist with formulation projects for our customers or other companies requiring that capability.

~~IMSA was retained as the sanctioning body for United Sports Car Racing series.~~Services

WeCarbon ~~believe~~Bond ~~this~~licenses ~~new~~technology ~~series~~to ~~will~~CannLabs ~~create~~Colorado to ~~more~~provide ~~opportunities~~a ~~for obtaining~~variety ~~sponsors~~of asvaluable ~~the~~and ~~new~~necessary ~~series~~services isfor ~~intended~~the tocannabis ~~have~~industry ~~more~~including: ~~comprehensive~~potency, ~~media~~residual solvent, and ~~television~~microbiological ~~coverage.~~testing; Inconsulting ~~addition,~~services ~~the~~and ~~fan following~~research. ~~should~~Our ~~increase~~goal ~~with~~is ~~inclusion~~to inimprove ~~the~~industry ~~new~~standards ~~race~~and ~~series~~raise ofexpectations ~~the~~for ~~"24~~all ~~Hours~~aspects of ~~Lemans"~~cannabis ~~and~~product ~~the~~testing. ~~"12~~We ~~Hours~~provide ~~of Sebring"~~clients ~~races~~with ~~added~~access to ~~the~~education ~~annual~~and ~~schedule~~innovation ~~for~~through ~~the~~cannabis ~~United~~consulting ~~Sports~~and ~~Car~~cannabis ~~racing series~~research.

~~Grand~~Laboratory ~~Touring “GT” Class~~Testing

~~The~~CannLabs ~~regulations~~Colorado ~~covering the~~and ~~technical~~CannLabs ~~specifications of~~Connecticut ~~Rolex~~have ~~Series~~been GTprovided ~~Class~~with ~~cars~~state ~~are~~of ~~designed to provide for fair competition amongst racing participants. We believe~~ the ~~regulations~~art ~~for~~equipment the newly combined series will be basically the same. The regulations include the weight of vehicle, engine size, engine RPM limits, tire size, etc. For example, engines must between 390 to 450 horsepower, and ~~the~~high ~~vehicle must have minimum~~quality ~~weight~~scientists ~~ranging~~that ~~from~~provide ~~2,500~~competitive toadvantages ~~2,700 lbs. Maximum speed for GT Class racecars is 170 mph. Examples of sports cars that participate~~ in United Sports Car Racing Cup Series are Porsche GT3 Cup, Porsche Cayman GX.R, Panoz, Dodge Viper, Chevrolet Corvette, Chevrolet Camaro GT-R, Mazda RX-8, Mazda 6 GX, Ferrari 458, Maserati, Nissan, Ford BOSS Mustang, Audi R8 and the ~~BMW M3 coupes~~industry.

3The types of tests that can be performed are as follows:

~~Daytona~~Potency ~~Prototypes Class~~Testing

AThis ~~Daytona~~type ~~Prototype~~of istest aprovides ~~racecar~~clients ~~specifically~~with ~~designed~~the ~~and built~~results ~~for~~of ~~the~~10 ~~United~~different ~~Sports~~cannabinoids. ~~Car~~The ~~Racing~~number ~~Road~~of ~~Racing~~cannabinoids ~~Association’s~~that ~~highest~~is ~~level~~offered is limited only by the availability of ~~car,~~Certified ~~having~~Reference aMaterials ~~higher~~(“CRM’s”) ~~maximum~~due ~~speed~~to ~~and different~~Drug ~~racing~~Enforcement ~~characteristics~~Administration ~~than~~(“DEA”) ~~the~~restrictions GTon ~~Class~~cannabinoids. WeTesting dois ~~not~~conducted ~~participate~~on inan ~~any~~Ultra-High ~~racing~~Pressure ~~utilizing~~Liquid ~~Daytona~~Chromatograph ~~Prototypes~~(“UPLC”).

~~Racing~~Residual Solvent Analysis

~~Both~~This ~~classes~~test ofprovides ~~racecars,~~clients ~~the~~with ~~Daytona~~information ~~Prototypes~~on ~~and~~solvents ~~the~~that ~~GT Class,~~may ~~participate~~be inremaining ~~some~~during of the ~~same~~process ~~Rolex~~of ~~Series’~~manufacturing ~~events~~concentrates. ~~They~~ doThere soare incurrently afour ~~two-class~~solvents ~~format~~approved ~~that~~for ~~enables~~use ~~spectators~~ in ~~person or on television, and~~ the ~~media~~manufacture ~~covering~~of ~~the~~cannabis ~~event,~~concentrates toin ~~follow~~Colorado ~~the action with just two easy-to-distinguish classes of race cars—Daytona Prototypes~~ and GTCannLabs’ ~~Class.~~processes ~~United~~will ~~Sports~~identify ~~Car~~over ~~Racing~~15 ~~race~~different ~~events~~solvents that are ~~held~~known atto ~~some~~be ofused ~~the~~or ~~world’s most prestigious race course venues—Daytona, Long Beach, CA, Mexico City and Watkins Glen—and~~ have ~~become~~been anused ~~annual~~in ~~attraction at~~the ~~some~~manufacture of ~~the~~cannabis ~~newest racing venues such as Miller Motorsports Park in Salt Lake City, Utah, Barber Motorsports Park in Alabama and Virginia International Raceway~~concentrates. ~~United~~ ~~Sports~~Testing ~~Car~~is ~~Racing~~conducted ~~has also instituted racing events known as “Stadium Road Racing”~~ on ~~the~~a ~~road~~Gas ~~course~~Chromatograph ~~layouts~~with atFlame ~~stadium~~Ionization ~~tracks~~Detector ~~such as Homestead~~(“GC-~~Miami Speedway, Phoenix International Raceway and Iowa Speedway~~FID”).

~~The~~Microbiological Rolex Series of races feature a challenging mix of endurance and sprint races, including a 24-hour endurance race, a six-hour “Enduro” and several 400 kilometer and 250-mile sprint races. Teams of drivers are required for each event in which we participate. Drivers alternate driving the racecar for various periods of time during the race. The shorter events require two drivers per car, while three-driver teams are common in the six- and nine-hour races, and three- to five-driver squads are the usual for the Rolex 24 at Daytona. Driver changes during pit stops always factor into the strategy at each race.Testing

~~Drivers~~Provides clients with the details of the bacterial, fungal, and mold contaminants that may be present in all cannabis and cannabis products as well as other contaminants such as black mold and listeria. Testing is conducted one of two ways – either Quantitative Polymerase Chain Reaction (“qPCR”) or traditional plating.

~~Our~~Pesticide drivers are from diverse driving backgrounds and have experience in oval track racing and road course racing. In certain endurance races that require in excess of nine hours to complete, we have hired a driver, or multiple drivers. Kevin P. O’Connell, the controlling person of our majority shareholders, has been one of the two to four drivers in all of the races in which we have participated. In all races in United Sports Car Racing there is more than one driver required in each event.Testing

~~Typical~~Pesticide ~~driver~~screens ~~fees~~are ~~range~~semi-quantitative ~~from $3,000 per event~~ to asover ~~much as~~58 ~~$15~~different pesticides,~~000~~ ~~per~~with ~~event depending on~~ the ~~experience~~ability ~~and~~to ~~success~~identify ofup ato ~~particular driver~~400. ~~Through~~There ~~December~~are ~~31,~~currently ~~2012~~no wepesticides ~~have~~approved ~~not~~for ~~paid fees~~use ~~to drivers~~ in ~~any~~cannabis ofcultivation ~~the~~due ~~sprint races (races under 250 miles) that we entered as those drivers volunteered their services~~ to ~~gain~~pesticides ~~experience~~being ~~and~~regulated ~~publicity~~by ~~for~~the ~~their~~Environmental ~~careers~~Protection asAgency ~~professional race car drivers~~(“EPA”). WeTesting ~~have~~is ~~paid~~done ~~drivers~~on ~~fees~~an ofUPLC upwith totandem ~~$3,000 per~~Mass ~~driver~~Spectrometers ~~for endurance races~~ (~~in excess of 250 miles~~“MS”) ~~such as the Rolex 24 at Daytona~~. ~~We have had to limit any driver fees we have paid due to our small operating budget.~~

~~Pit Crews~~3

~~Our~~Heavy ~~pit~~Metals crews have experience and backgrounds working for other motorsports racing teams. We have had volunteers for all of our crew members in all of the events in which we have participated. None of our pit crew members have been paid, as they volunteered their services to gain experience and publicity for their careers as professional pit crew members. In 2013, we intend to use volunteer crew members whenever possible.Testing

~~For~~Quantitative ~~paid~~heavy ~~pit~~metals ~~crew~~test ~~members,~~to identify the ~~typical~~presence ~~fees~~of ~~can~~lead, ~~range~~cadmium, ~~from $300 per event to as much as $1~~mercury,~~500~~ ~~per~~and ~~event,~~arsenic. ~~depending~~Testing onis ~~the~~conducted ~~experience~~via ~~and~~Inductively ~~previous~~Coupled ~~success~~Plasma ofwith ~~the~~Mass ~~crew~~Spectrometer ~~member~~(“ICP-MS”).

~~Crew~~Nutrient ~~member’s responsibilities can include pit preparation, tire preparation, transporter driving, pit stop duties, food preparation and race car detail and driver support.~~Analysis

4This test helps clients improve their cultivation process and helps identify whether or not plants have been exposed to higher than needed levels of nutrients such as magnesium and phosphorous that can have significant outcomes on the overall quality of the product. This test is also conducted on the ICP-MS.

~~Company~~Terpenes ~~History~~Analysis

~~In January of 2006~~Terpenes, ~~Kevin~~which P.have ~~O’Connell,~~been ~~one~~discovered ofto ~~our~~have ~~founding shareholders, and the controlling party of the shareholders who control~~ a ~~majority~~number of ~~our outstanding common shares~~benefits, ~~initiated a~~provide ~~new~~critical ~~business~~information to ~~market~~patients ~~and~~who ~~compete~~have infound ~~the~~terpenes ~~Grand~~essential ~~American~~to ~~Rolex~~their ~~Series featuring sports cars and road racing~~treatments. ~~The Company~~ ~~was~~Along ~~formed~~with astheir ~~Speedsport~~medicinal ~~Branding~~properties, ~~LLC,~~they aalso ~~California~~play ~~limited liability company (“LLC”), on February 6, 2006. Mr. O'Connell was~~ the ~~managing~~predominant ~~member~~role ofin ~~General Pacific Partners, LLC ("GPP"),~~ the ~~managing~~scent ~~member~~and taste of ~~LLC~~cannabis. InTerpenes ~~addition, Mr.~~can ~~O'Connell~~amplify ~~was~~ the ~~managing~~beneficial ~~member~~effects of ~~Revete~~cannabis ~~Capital~~while ~~Partners,~~playing ~~LLC (“RCP") and Billington Brown Acceptance, LLC ("BBA"). GPP, RCP and BBA together hold~~ a ~~majority~~role ~~of our issued and outstanding common shares. The Company operated~~ as ~~an LLC until June 3, 2008 when it was merged (the “Merger”) into Speedsport Branding, Inc.~~ a ~~Nevada~~buffer ~~corporation. Speedsport Branding, Inc. was incorporated under the laws of the State of Nevada on January 10, 2006. Prior~~ to ~~the~~THC’s ~~merger,~~psychoactive ~~Speedsport Branding, Inc~~effects. ~~had~~A noterpene ~~business~~profile ~~operations,~~can ~~other~~identify ~~than maintaining its good standing as~~ a ~~Nevada~~cannabis ~~corporation.~~strain’s ~~Prior~~unique tobenefits ~~the~~that ~~Merger,~~can ~~Speedsport Branding,~~help ~~Inc.~~consumers ~~had~~make ~~10,125,000~~educated ~~common~~choices ~~shares~~both ~~issued~~medically and ~~outstanding~~recreationally. Pursuant to the Merger, 4,412,650 shares of common stock were issued to the holders of promissory notes of the LLC, including a total of 1,287,149 shares issued to GPP, RCP and BBA in exchange for $230,661 of promissory notes owed by us. Subsequent to the merger, all of our operations have been conducted by Speedsport Branding, Inc.

~~The~~Shelf-Life/Stability reason for the Merger was to create possible liquidity for the shareholders of our Company. From inception through March 2012, our offices were located at 6141 Quail Valley Ct. Riverside, CA. 92507, which was leased to us at no cost from Riverside Acceptance, LLC , a company in which Mr. O'Connell owned fifty percent of the economic interests. On April 1, 2012, we relocated our offices to 111 Sunrise Center Drive Thomasville, NC 27360. We do not pay rent in respect of this property at this time. Studies

InCannLabs ~~June~~has ofa ~~2006,~~Certified weFood ~~purchased~~Scientist a(“CFS”) ~~factory~~who ~~prepared~~is ~~United~~able ~~Sports Car~~to ~~Racing~~establish ~~spec~~protocols ~~2004~~for ~~Porsche~~edible ~~996~~infused ~~GT-3~~products ~~Cup Car~~ and ~~proceeded~~other products to ~~enter~~determine the ~~car~~shelf-life ~~in six races. We entered~~ and ~~competed~~ aid in ~~scheduled~~expiration ~~events~~dating. atThe ~~Watkins~~CFS ~~Glen~~is ~~International~~also ~~for~~able ~~the~~to 6go ~~Hour,~~on-site ~~the~~to ~~July~~manufacturing ~~4th~~production ~~sprint~~facilities ~~race~~and ataid ~~Daytona International Speedway, a Barber Motorsports Park sprint race~~ in ~~Alabama,~~determining the ~~Infineon~~strengths ~~Raceway combined class sprint race in northern California,~~ and ~~the~~ ~~Sunchaser~~weaknesses ~~1000 at Miller Motorsports Park in Utah. In January~~ of ~~2007,~~their weproduction ~~entered~~lines and ~~competed~~assist in ~~the~~process ~~historic Rolex 24 Hours of Daytona at Daytona International~~improvements.

WeResearch leased our racecar from P-1, Inc. a company in which Mr. O’Connell is a majority shareholder for approximately $7,500 per sprint race events and $15,000 for endurance events. Additionally, the Company was liable for any crash related damages. We lease our race cars for certain events rather than compete with our own equipment when the governing sanctioning body of an event requires that participating vehicles meet specifications that our vehicle does not meet.Projects

~~Sprint~~Consulting ~~race~~opportunities ~~events~~can ~~are~~lead ~~typically~~to ~~less~~various ~~than~~research ~~three~~projects. ~~hours~~This inis ~~duration~~aided ~~and~~with ~~endurance~~close ~~races~~relationship ~~are~~of ~~between~~C&C ~~twelve hours~~ and ~~twenty five hours in duration. The cash purses for top placing positions have increased. However,~~ the ~~typical~~ ~~winning~~CannLabs ~~purse~~sales atteam ~~the~~reaching ~~racing~~out ~~events we have competed in or plan~~ to ~~compete~~find inthe isresearch ~~less~~projects ~~than $50,000 for a top finishing position. While we intend to compete~~ and ~~attempt~~the toscience ~~win~~team ~~each~~carrying ~~race we enter, we do not anticipate that purse winnings will contribute substantially to our revenue. We have had limited monetary sponsors to date, but will continue to seek~~ out ~~potential~~the ~~sponsors~~projects.

WeGene entered and competed in a total of five races in 2006, six races in 2007, six races in 2008, and in no races therafter. Throughout our 2006, 2007 and 2008 racing seasons, we received purses based on finishing positions.Expression

InThis ~~2012,~~is wea ~~attended~~test ~~and~~used ~~provided~~to ~~consulting~~determine ~~services at~~ the ~~United~~ ~~Sports~~production ~~Car~~of ~~Racing~~cannabinoid ~~Series~~synthases ~~road~~that ~~racing~~occur ~~events~~in atthe ~~Road~~plant ~~America~~and indetermine ~~Elk~~the ~~Harte~~overall ~~Lake,~~production ~~Wisconsin~~of ~~and~~various incannabinoids. ~~the~~CannLabs ~~inaugural~~will ~~Brickyard Grand~~be ~~Prix~~able atto ~~Indianapolis~~add ~~Motor~~different ~~Speedway.~~cannabinoid Wesynthases ~~received~~as ~~associated~~they ~~sponsorship~~are discovered and ~~consulting~~will ~~income~~also ~~from~~be ~~marketing~~able ~~partners~~to ~~and clients~~add synthases for ~~both~~terpene ~~events~~production inas ~~2012~~well.

5Genotyping/Phenotyping

WeThis ~~had~~is ~~limited~~a ~~revenues~~test inthat ~~2012~~can ~~and~~be ~~2011~~used ~~from~~to ~~a small~~determine ~~client~~the ~~base.~~sex ~~During~~of the ~~year~~plant ~~ended~~as ~~December~~well ~~31,~~as ~~2012,~~the wespecific ~~earned~~strain ~~revenue from four companies,~~ of ~~which~~the ~~two were related to us~~plant. ~~Three~~To ~~customers~~get ~~accounted~~this ~~for~~test ~~43%~~fully ~~(related party)~~operational, ~~39%~~significant ~~and~~instrument ~~14%~~purchases ofwill ~~total~~be ~~2012~~need ~~revenue, respectively. Revenue in 2011 included lease income from the lease of a vehicle~~ to abe ~~related party~~made. This ~~Our~~test ~~related~~is ~~party~~6-12 ~~income~~months ~~was~~away ~~received~~ from ~~RC-1,~~being ~~Inc~~available. ~~Kevin O’Connell, our majority shareholder is the majority shareholder for RC-1, Inc.~~

~~Our~~All ~~ability~~CannLabs tofacilities ~~enter~~offer ~~racing~~comprehensive ~~events~~cannabis intesting ~~2013~~services ~~and~~that ~~thereafter~~meet ~~will be~~or ~~dependent~~exceed ~~upon~~state-mandated ~~our~~requirements. ~~ability~~Due to ~~raise~~each ~~capital~~state ~~and~~having ~~attract~~different ~~sponsors.~~testing ~~There~~legislation, ~~can~~laboratories beare noequipped ~~assurance~~and ~~that~~staffed weat ~~will~~an beoptimal ~~able~~level ~~raise capital or~~ to ~~enter~~ensure ~~any~~maximum ~~racing~~productivity ~~events~~based inon ~~2013~~market ~~or thereafter~~opportunity.

WeCannLabs ~~have~~invests ~~received~~in aincorporating ~~total~~testing ~~of $317,104~~methodologies that are industry leading in ~~revenue~~terms of accuracy and ~~cash purses~~capacity ~~related~~that tocreates ~~overall~~a ~~finishing~~competitive ~~positions~~advantage. ~~commencing~~All ~~June~~CannLabs ofstate-mandated ~~2006~~tests ~~through~~receive the ~~date~~CannLabs Certified Cannabis seal of ~~this~~approval. This ~~Report~~is a marketing tool that provides consumers visual recognition of CannLabs tested cannabis by product and retailer.

InAs ~~February~~samples ofare ~~2007~~tested by the laboratories, weCarbon ~~elected~~Bond tocontinuously ~~change~~builds its database of information that enables our ~~business model~~customers ~~and~~to ~~enter~~maintain ~~the~~quality ~~United~~levels ~~Sports~~and ~~Car~~improve ~~Racing~~quality GTlevels ~~class~~of ~~races~~their ~~using~~products. This ~~only~~information ~~leased~~also GTenables ~~Class~~our ~~sports~~scientists ~~cars~~the ~~that~~ability ~~would~~to beprovide ~~made available~~consulting services to usthe oncustomers, ato ~~per~~assist ~~race~~the ~~event~~customers ~~basis~~with their processes. WeAs ~~entered~~additional ~~into~~states anin ~~agreement~~the tocountry ~~lease~~legalize ~~our~~the ~~race~~use ~~vehicles~~of ~~from~~the ~~P-1~~cannabis, ~~Inc. ("P-1"),~~our aexpansion ~~company~~plan ~~which~~is ~~was~~to ~~formed~~establish ~~and~~laboratories ~~founded~~in bythose ~~Kevin~~states P.as ~~O'Connell,~~they ~~our~~come ~~controlling shareholder~~online. ~~We are~~This ~~not~~will provide us the ~~only~~opportunity ~~customer~~to ofutilize ~~P-1~~our testing services and ~~P-1~~assist ~~does~~the ~~offer~~state toby ~~lease~~providing ~~its~~education ~~vehicles~~relative to ~~other~~the ~~qualified~~testing ~~teams~~processes and ~~competitors. We~~ ~~may~~the ~~lease~~methodologies ~~our~~to ~~race~~make ~~car~~the tocannabis ~~other~~industry ~~teams~~ in the ~~same~~state ~~series~~safe orand ~~other~~have ~~drivers~~a inproven ~~the~~level ~~same~~of ~~series for certain events~~quality.

~~Our~~The ~~lease~~laboratories ~~agreement~~will ~~with~~be ~~P-1~~established ~~provides~~as ~~that we pay P~~turn-~~1 $7,500~~key ~~per~~operations. ~~sprint~~Therefore ~~race~~the ~~events,~~implementation ~~events which are considered less than 3 hours in duration, and $15,000 for endurance events~~ of 12 ~~hours~~a ornew ~~longer~~laboratory in ~~which~~a westate ~~lease~~is a ~~P-1~~relatively ~~owned~~simple ~~racecar. Additionally~~process, weonce ~~must~~the ~~pay~~site ~~for~~has ~~all~~been ~~transportation, storage,~~identified ~~repairs,~~and ~~supplies,~~the ~~fuel,~~necessary ~~labor, permits and~~ licensing and ~~reimburse~~approvals ~~P-1~~are ~~for any crash damage that may be sustained in a race~~obtained. InThis ~~certain~~enables ~~events, we,~~ the ~~lessee~~Company ~~may be required~~ to ~~purchase~~enter ~~insurance to cover~~ a ~~total~~new ~~loss~~market ~~of the competition vehicle. Insurance for these vehicles can be as much as $20~~quickly,~~000~~ ~~per~~to ~~event~~provide ~~with~~testing ~~stated~~services ~~deductibles,~~ and isfurther ~~based~~build on the ~~length~~database of ~~the~~information ~~race~~that ~~and~~will ~~the relative track speeds. The full replacement value of this type of race vehicle could~~ be asutilized ~~much $250,000. To date, we have not been required and have elected not to purchase this total loss insurance. In certain events, insurance for total loss is required to be obtained~~ by ~~us for~~ the ~~race vehicle~~customers ~~for~~and ~~the~~others ~~benefit~~in of the ~~lessor~~industry.

We believe that the $7,500 leasing fee for sprint race events and $15,000 for endurance events is equivalent to, or more advantageous to us, than might otherwise be available to us from other lessors of GT Class sports cars. We derive this opinion from evaluating other market comparables in the United Sports Car Racing sports car industry.4

We use temporary high quality vinyl graphics to display sponsors information on leased racecars. This methodology is considered to be the industry standard and can be easily removed or changed to meet customer demands.Consulting

WeCarbon ~~believe~~& ~~that,~~Cook (“C&C”) will focus its business development efforts on prospective investors and cannabis businesses in ~~certain~~new ~~racing~~states, ~~events~~companies with revenues exceeding $5 million, ~~leasing~~companies who have a national footprint, ~~rather~~legislators ~~than owning~~and regulators developing policy, ~~sports~~and ~~cars~~other businesses in the service sector including attorneys and accountants, ~~has~~government ~~certain~~affairs ~~advantages~~specialists, tomanagement uscompanies, ~~such~~equipment ~~as:~~providers, and technology companies.

·This Ifis ~~United~~a ~~Sports~~national ~~Car~~and ~~Racing~~international ~~institutes~~service ~~new~~offering ~~rules~~to ~~requiring~~regulators, ~~upgrading~~businesses of(new/existing ~~the~~entrants), ~~racecar~~growers, ~~specifications~~dispensaries, noManufacturers ~~capital~~of ~~will~~Infused beProducts ~~needed~~(“MIPs”), byancillary usservices, ~~for~~etc. ~~the~~The ~~upgrading~~company orfocuses ~~purchase~~on ofseveral ~~new racecars;~~areas:

·● NoGovernment ~~capital expenditures for new technologies is required of us for competition~~Affairs

·o NoPrivileged ~~need~~licensing, toregulatory ~~invest~~issues, ~~Company~~policy ~~capital~~development ~~in an illiquid~~ and ~~depreciating~~legislation ~~vehicle.~~analysis

~~Previously,~~● weFinancial leased a racecar from P-1, specifically a factory Porsche 997 GT-3 United Sports Car Racing version and entered and competed in the following United Sports Car Racing events: Virginia International Raceway, Mazda Raceway Laguna Seca in northern California, Watkins Glen International 6 Hours of the Glen, Circuit Gilles Villeneuve in Montreal, and the Sunchaser 1000 at Miller Motorsports Park in Utah.Services

6o Investor oversight, due diligence pre-/post- acquisition, financial modeling

~~Additionally,~~● weBusiness leased the same racecar and also entered and competed in the following United Sports Car Racing events: the Rolex 24 Hour at Daytona International, Mexico City, Mexico, Mazda Raceway Laguna Seca in northern California, Watkins Glen International for the 6 Hours of the Glen, Circuit Gilles Villeneuve in Montreal, New Jersey Motorsports Park and the Sunchaser 1000 at Miller Motorsports Park in Utah.Operations

Weo ~~did~~Market ~~not~~development ~~enter~~and ~~any~~assessment, ~~events~~technology ~~in 2009~~integration, ~~2010~~data ~~or 2011. We attended and provided consulting services at events in 2012 and will have a limited schedule in 2013.~~analytics

We● ~~did~~Quality not lease any race cars from P-1 in 2009, 2010 but did lease in 2011 for testing events which are considered non-racing events. In 2012, we did not incur a race car leasing fee for either United Sports Car Racing events.Assurance

~~For~~o ~~2013~~Cultivation, weformulation ~~will~~of ~~decide~~strains, ~~whether~~manufacturing ~~we should lease race cars from P-1 or other vendors or enter our own vehicle depending on certain factors such as track size~~processes, ~~event~~product ~~attendance and driver specifications.~~development

~~Business~~The ~~Strategy~~team includes industry veterans with experience in multiple operating functions. C&C can assist with all aspects of a client’s operating plan from pre-development to post-sale services. In addition, the company’s extensive network of high quality professionals is invaluable to any new entrant to the industry.

~~Although~~C&C’s ~~many~~extensive knowledge of ~~the~~cannabis ~~motorsports~~operations ~~events~~allows wethe ~~enter~~firm ~~have winning or top placing cash purses, we do not intend~~ to ~~rely~~provide ona ~~the~~broad ~~cash~~base ~~purses~~of weknowledge in ~~may~~all ~~receive. We~~aspects ~~believe based on our observation~~ of ~~the~~an ~~racing~~operation. ~~industry~~The team’s ~~most~~relationship ~~successful~~with ~~current~~CannLabs ~~teams~~provides ~~competing~~a incompetitive ~~NASCAR,~~advantage ~~American~~to ~~LeMans~~clients ~~Series,~~looking ~~the~~to ~~Indy~~formulate ~~Racing~~new ~~League and~~products ~~the~~providing ~~United~~access ~~Sports~~to ~~Car~~analytical ~~Racing~~data ~~series,~~and ~~that~~cannabis ~~the~~and ~~majority~~food ofscience our revenue will be received from sponsorships from businesses that have an interest in creating greater awareness of their corporate brand through securing advertising space on our competition vehiclesexpertise. We ~~have~~C&C’s ~~attracted~~ties ~~limited sponsorship~~ to ~~date~~industry ~~and~~leading ~~there~~operators ~~can~~provides beclients nowith ~~assurance~~access ~~that~~to wegenetics, ~~will~~specialized beexpert ~~able~~assistance, tolicensing ~~attract~~opportunities, ~~new or~~and ~~repeat~~other ~~sponsors~~intimate intrade ~~the future~~knowledge.

~~Sponsorship~~C&C provides consulting driven by client needs and focused on cannabis education. By using precise technology, detailed methods, and comprehensive scientific standards, we are able to create customized consultation programs. As the science of cannabis grows to encompass every aspect of research into the cannabis plant, it is up to dispensaries and caregivers to bring the benefits of that research to the patients. These services are provided by the consulting division of CannLabs, Inc. utilizing the data/analytics provided by laboratories affiliated with CannLabs.

In the United Sports Car Racing series, the GT spec race cars have a certain portion of the vehicle that are available for the placement or corporate logos or the images of products or services. In the Rolex GT series, the vehicle's front hood is designated for logo placement with the exception of a ten inch by ten inch square area that is left for the series assigned competition number. Both sides of the race car from the front quarter panel, to the door, to the rear quarter panel are available for corporate logos with the exception of a twenty inch by twenty inch portion of the lower door that is left open for the series assigned competition number. The rear deck lid of the car is also available for corporate logos. In comparison to other domestic and international series such as NASCAR, the Indy Car Series or Formula One, the GT series in United Sports Car Racing has on average more placement space on the car than these respective series due to the design of the GT cars and the lack of series contingency sponsors that take up much of the space of certain competing series cars.Research

~~Potential~~Carbon ~~sponsors~~Bond’s expertise in the ~~Rolex~~science GTof ~~series~~cannabis ~~are~~allows ~~regional,~~for ~~national, and~~advanced ~~international~~research ~~companies~~into ~~with~~cannabis anproducts. ~~interest~~We inhave ~~promoting and marketing in North America and to~~ a ~~lesser~~number ~~degree~~of ~~internationally. To date,~~PhDs ~~the~~on ~~Company~~our ~~has~~Science ~~raced~~and inAdvisory ~~events~~Board inwith ~~the~~advanced ~~eastern~~degrees and ~~western~~extensive ~~United~~cannabis ~~States,~~testing ~~Mexico and Canada~~experience. We ~~offer~~also ~~sponsors the ability to~~ have ~~their~~experience ~~logos, names or other identifying marks such as images displayed on our equipment~~ with ~~our~~the ~~drivers~~manufacturing ~~acting as professional spokes people~~processes. ~~There~~ ~~are~~This ~~three~~allows ~~levels~~us ~~of sponsorship available~~ to help our ~~clients:~~partners ~~Primary~~develop ~~sponsors,~~better ~~Secondary sponsors and In-Kind sponsors~~products. .

7Technology

~~Primary~~StrainData ~~Sponsor~~is a unique user-friendly web application (StrainData.com) that allows consumers to find strains of cannabis with specific properties based on individual need using published research. The Company’s patent-pending technology offers proprietary data aggregation direct from CannLabs cannabis testing laboratories. This offers the consumer, direct from the lab, cannabis testing reports that are accurate and up-to-date simply by visiting www.straindata.com.

AStrainData ~~Primary~~has ~~Sponsor~~significant ~~will~~revenue ~~have~~opportunities ~~the~~as ~~largest sponsor’s logo appearing on a race car and~~ the ~~car~~application ~~will~~has bebeen ~~named~~developed as ~~the~~a ~~Primary~~‘destination’ ~~Sponsor's car in the race programs~~ and ~~other promotional literature concerning the particular race event. For example, if the Primary Sponsor is the XYZ Company, the race car would be referred to~~ as ~~“the~~a ~~#27~~‘platform’ ~~XYZ Company Car~~service.” The ~~logo~~CannLabs ~~will~~Certified ~~generally~~Cannabis ~~cover~~seal ~~75%~~ of ~~the~~approval ~~available~~endorses ~~advertising space on the car. The car will be referred to in~~ all ~~media~~StrainData ~~coverage as the Primary Sponsor’s car~~results. ~~We estimate that the fee for being a Primary Sponsor will be $75,000 per event and may vary depending on the series contemplated and the "Hospitality" services requested.~~ ~~"Hospitality" services include the attendance and use of the race car at a sponsor's non-race event~~StrainData. ~~Hospitality~~com ~~services~~was ~~are~~launched ~~provided~~in atFebruary ~~additional cost for a Primary Sponsor~~2015.

~~Secondary Sponsor~~5

A Secondary Sponsor will have the use of approximately 15% of the available advertising space on the race car. This is generally the front and rear bumpers and lower rear quarter panels. The fee for a Secondary Sponsor will be $35,000 per event and may vary depending on the series contemplated and hospitality requested.Formulation

InCannLabs has identified a market need for science-~~Kind~~based ~~Sponsor~~product and genetic strain formulation that can be successfully commercialized. CannLabs has the science and the people to help companies successfully develop new products, enhance existing products and establish the company as an advisor across the formulation supply-chain.

AnProduct ~~In-Kind~~formulation ~~Sponsor~~offers ~~has~~an ~~use~~entirely ofnew ~~the~~revenue ~~remaining~~stream ~~available~~for ~~advertising space apart from any of~~ the ~~series contingency sponsors~~organization. ~~This~~The iscompany ~~the~~has ~~lower rocker panels,~~ the ~~door-posts~~intellectual ~~and~~capital ~~certain~~available ~~parts~~in ~~of the~~its ~~front~~science ~~bumpers.~~team ~~In-Kind sponsors provide supplies, part of race purse monies,~~ and ~~incentive~~testing ~~fees.~~methodologies ~~An In-Kind sponsor provides good or services~~ to uscreate ina ~~return~~recurring ~~for~~revenue ~~displaying~~stream ~~the~~with ~~sponsor’s~~little ~~logo~~capital ~~on our racecars, equipment or apparel~~expense. ~~The In-Kind sponsorship fees are based upon the value of the product or service that may be provided to us.~~

~~Facilities~~Industry ~~and Maintenance~~Background

~~Maintenance~~President ~~and~~Franklin ~~race~~Roosevelt ~~set~~made upmarijuana isillegal anon ~~ongoing~~the ~~effort~~federal level in ~~auto racing. Mr. Montgomery, our Chief Executive Officer, manages~~ the ~~staff~~1930s ofwhen ~~independent~~it ~~technicians~~was toscheduled ~~maintain~~as a ~~regular~~narcotic. In ~~schedule~~the ~~updates~~1960s and ~~changes~~ to1970s ~~back~~as upthe ~~parts~~popularity ~~and~~of ~~various~~marijuana ~~pit~~use ~~equipment needed at racing events. Since our race cars are leased~~grew, westates ~~spend~~realized ~~less~~that ~~time on~~they ~~preparing~~needed ~~our~~drug ~~car~~enforcement ~~for~~surrounding ~~an actual race event~~marijuana. ~~Our~~ The ~~owned~~level ~~and~~of ~~leased~~enforcement ~~race cars are managed for racing from a facility~~ in ~~Thomasville,~~states ~~North~~is ~~Carolina. As~~disparate ~~required,~~regarding ~~we can contract with the principals of the facility to transport, prepare or modify our race cars for specialty or racing events~~marijuana.

~~Leased~~In ~~Race~~1996, ~~Cars~~Oregon and California passed legislation that legalized the possession of marijuana and use for medical purposes. Over 20 states and the District of Columbia have legalized marijuana in one form or another.

~~The~~Amendment ~~race~~20 ~~cars~~to wethe ~~lease~~Colorado ~~come~~Constitution ~~prepared~~was ~~for~~passed ~~general~~in ~~racing~~the ~~but not~~year ~~"set~~2000. ~~up"~~This ~~for~~established ~~racing~~a atcaregiver-patient ~~certain~~system, ~~specific~~which ~~race~~allowed ~~tracks. We~~patients ~~retain~~or ~~independent~~caregivers ~~technicians~~ to ~~adapt~~possess ~~the~~six ~~driving characteristics~~plants ofor ~~the~~two ~~racecar~~ounces toof ~~the~~useable ~~individual~~marijuana ~~race~~for inmedical ~~which~~purposes, weprovided ~~intend~~they tomet ~~compete~~certain qualifications. ~~The~~A ~~race~~Denver ~~cars~~District ~~are~~judge ~~adapted~~ruled inthat ~~accordance with~~ the ~~recommendations~~patient ofto ~~our~~caregiver ~~drivers~~ratio ~~and~~violated ~~the~~state ~~data~~law, ~~our~~in ~~staff~~2007. The ~~has~~Ogden ~~compiled~~memo ~~based~~and ~~upon~~this ~~previous~~ruling, ~~events~~led ~~held~~to ata surge in the ~~venue. We are~~number ~~responsible~~of ~~for~~marijuana ~~any~~dispensaries ~~crash~~operating ~~related~~as ~~damage~~caregivers. The toestablishment of the ~~car~~framework for medical marijuana dispensaries, ~~but~~cultivation ~~not~~facilities ~~for~~and ~~incidental~~manufacturers ~~damage~~of ~~such~~edible asmarijuana ~~engine~~products ~~and~~was ~~transmission~~promulgated, ~~problems~~when the Colorado General Assembly passed HB-1284.

~~Marketing~~In 2012, the industry was further vitalized when Amendment 64 to the Colorado Constitution was passed and Washington approved the recreational cultivation and use of marijuana among adults aged 21 or over.

~~Our~~In ~~Company~~May ~~intends~~2014, ~~to hire a marketing and sales person to pursue~~ the ~~direct~~mandatory ~~sales~~testing of ~~sponsorships~~recreational ~~and~~marijuana ~~branding~~edibles ~~awareness~~began ~~services~~in Colorado. ~~However,~~In weJune ~~will~~2014, ~~not~~the bemandatory ~~able~~testing tofor ~~hire~~recreational ~~such~~flowers ~~a person~~and ~~until~~concentrates webegan ~~have~~in ~~the financial resources to do so~~Colorado.

~~Competition~~Marijuana has continuously remained an illegal substance since 1930 on the federal level. This has led to various impediments, the most prominent of which is banking, but involves other aspects of business as well. Although the U.S. Treasury has provided guidance intended to give banks confidence that they can deal with marijuana businesses in states where marijuana is legal, many banks are still reluctant to do so.

WeThe ~~principally~~number ~~compete~~of states with ~~other~~some ~~racing~~form ~~teams~~of ~~and~~legalized ~~advertising and~~marijuana ~~public~~is ~~relations~~23 ~~companies~~including ~~that are much larger, well known, better established and have greater financial resources than us. We do not consider our team to be a factor in~~ the ~~overall~~District ~~racing~~of ~~industry.~~Columbia ~~We compete for sponsorship dollars~~ with ~~other~~many ~~sports such~~states asseeking ~~football,~~to ~~baseball,~~get ~~basketball, hockey, tennis and golf and with other live entertainment and popular~~ recreational ~~activities. Depending on~~marijuana ~~our~~onto ~~success~~the in2016 ~~funding~~electoral ~~our operations, we intend on entering between two and eight events on an annual basis including various testing events with local associations~~ballot. ~~The events attended are dependent on our success in raising capital from sources other than our line of credit from General Pacific Partners, LLC.~~

~~There~~The islegalized ~~currently~~marijuana nomarket ~~limit~~is to the ~~number~~fastest-growing ofindustry ~~cars~~in ~~that~~the ~~can enter,~~United ~~attempt~~States toand ~~qualify,~~could ~~and~~become ~~compete~~larger inthan the ~~United~~organic ~~Sports~~food ~~Car~~industry ~~Racing~~by ~~races~~2020. We1 ~~face~~The ~~competition~~market ~~from~~could ~~auto~~reach ~~manufacturer backed~~over ~~teams~~$35BN ~~and~~over ~~other~~the ~~entries~~next ~~that~~six ~~have~~years ~~"Fortune~~should ~~500"~~it ~~companies~~become asfederally ~~primary sponsors~~legalized. We2 ~~also~~The ~~compete~~market ~~with auto~~grew ~~manufacturing~~74% ~~company~~in ~~backed~~2014 ~~teams~~to ~~have~~$2.7BN ~~the~~from ~~full~~$1.5BN ~~faith~~in ~~and~~2013. ~~credit~~There ofwere ~~their~~over ~~manufacturers~~1.5M ~~such~~consumers aspurchasing ~~General~~legal ~~Motors,~~cannabis ~~Ford,~~products ~~Porsche, Mazda,~~in ~~Toyota,~~2014. ~~BMW~~The ~~and~~expansion ~~Ferrari. These~~of ~~teams~~the ~~have~~market anis ~~advantage~~fueling ~~over~~even uslarger inopportunities ~~that~~with ~~they~~some ~~have,~~10 ~~among~~more ~~other~~states ~~things,~~considering ~~better funding,~~legalized ~~more~~recreational ~~experienced~~marijuana ~~management~~in ~~and~~two ~~personnel, "state~~years.3 ofIn Colorado alone, the ~~art~~legalized ~~equipment",~~cannabis ~~and~~market ~~more~~generated ~~name~~$700M ~~recognition~~in revenue. 4

WeEstimates ~~believe~~vary, ~~United~~as ~~Sports~~calculating ~~Car~~consumption ~~Racing~~accurately ~~takes~~is ~~into~~tricky, ~~account~~but ~~private or~~$33 ~~new~~billion ~~teams~~is ~~and~~a ~~have~~conservative ~~therefore~~estimate ~~designed~~with ~~their~~annual ~~racing~~consumption ~~programs~~of 180 million ounces, according to ~~accommodate~~the ~~numerous~~Office ~~entries~~of National Drug Control Policy. Medical Marijuana Business Daily estimates the total cannabis market at $46 billion. Other estimates of the U.S. market alone range from $70 billion to $100 billion. In comparison, the cigarette market stands at $91 billion and ~~many~~Americans ~~more~~spend ~~than~~$97 ~~are~~billion ~~permitted~~ on beer in ~~competing~~a ~~series~~year according to the Beverage Information Group. We ~~are~~The ~~considered~~industry ais ~~developmental~~in ~~stage~~the ~~team~~first phase of its life cycle. Uncertainty and anconfusion ~~event~~dominate ~~starting~~the ~~position~~landscape. isMarket ~~expected~~participants need access to as much reliable information as possible. The need for expert services will naturally grow exponentially with the progression of the industry.

~~In certain events fan interest has declined, and as a result~~1 ~~racing has not been as attractive to the television~~ http://www.huffingtonpost.com/2015/01/26/marijuana-industry ~~or event spectators, which has had an adverse effect on our business~~-fastest-growing_n_6540166.html

~~There can be no assurance that our vehicles will be competitive~~2 ~~or qualify for each, or any, United Sports Car Racing GT Series sanctioned event entered~~https://www. If we are not as successful competitively, we could have a more difficult time attracting and maintaining sponsors, drivers and crews which in turn could impact our ability to attract and maintain sponsorshipgreenwaveadvisors. ~~We will compete with well~~com/wp-~~established teams and there can be no assurance that we will be able to create or maintain a competitive position~~content/uploads/GreenWave_Report_ES. In addition, there are relatively low barriers to entry into these markets and we expect to continue to face competition from new entrants into these same markets. There can be no assurance that we will be able to compete successfully in these markets.pdf

~~Employees~~3 http://www.arcviewmarketresearch.com/

~~As of March 31, 2013, we have no full-time employees~~4 https://mmjbusinessdaily. ~~Our only employees consist of three management personnel,~~ com/colorado-marijuana-industry-clicking-on-all ~~of whom devote 25% or less of their time to our business affairs. We intend to hire full time employees when and if we have the financial resources to do so. Until such time~~ -cylinders-as we are in a position to hire full time employees, we will hire independent contractors to perform work for us on an as needed basis. None of our employees are represented by a labor union or a collective bargaining agreement. We consider our relations with our Management employees to be good.-annual-sales-hit-700m/

~~Property~~7

WeColorado doIndustry not own any real property. Our offices are located at 111 Sunrise Center Dr. Thomasville, North Carolina 27360. We do not pay for the space we use. The property is owned by Richard S. Ware, a motorsports team owner.Data

~~ITEM~~There 1Awere 334 licensed recreational stores at the end of January 2015. ~~RISK~~There ~~FACTORS~~were approximately 500, over the past six months. Estimates in the industry of 100+ retail sites that serve both the medical and recreational markets and growing as additional license become available and as the market consolidates and businesses acquire existing licenses.

~~RISK~~Licensed ~~FACTORS~~retail cultivations equaled 419 at the end of January 2015. There were almost 750 licensed medical marijuana cultivations as of the end of January 2015. It is estimated that approximately 150 of the sites grow both medical and retail marijuana.

~~Risks~~The ~~Related~~state Toof ~~Our~~Colorado ~~Business~~does not have data indicating the number of actual companies holding these licenses, and projections from our internal data show approximately 270 companies possess the recreational and medical cultivation, retail and manufacturer of infused products (MIP)/ extraction licenses.

AnForty ~~investment~~(40) ~~in our securities is extremely risky. You should carefully consider the following risks~~Cities/Towns, inand ~~addition~~Ten to(10) ~~the~~Counties ~~other~~have ~~information~~approved ~~presented in this prospectus~~Medical, ~~before deciding to buy our securities. If any of the following risks actually materialize, our business~~ and/or ~~prospects~~Recreational ~~could be seriously harmed and~~licenses, as aequating ~~result,~~to ~~the~~more ~~price~~than ~~and~~65% ~~value~~ of ~~our securities could decline and you could lose all or part of your investment. The risks and uncertainties described below are intended to be~~ the ~~material~~state’s ~~risks that are specific to us and to our industry~~population.

WeThe ~~have a limited operating history, with historical losses.~~Opportunity

WeTwenty ~~have~~three astates ~~short operating history~~ and ~~must~~Washington, ~~be considered to be in the development stage~~D.C. We have nolegalized ~~history~~marijuana ofin ~~earnings~~one form or ~~profits~~another. As ~~and~~cannabis ~~there~~becomes ismore nowidely ~~assurance~~accepted ~~that~~nationally weand ~~will~~internationally, ~~operate~~there ~~profitably in the future. There~~ is nogoing ~~meaningful historical financial data upon which~~ to ~~base~~be ~~planned operating expenses. As~~ a ~~result~~continuous ~~of this~~and ~~limited~~widely ~~operating~~expanded ~~history,~~need itto istest ~~difficult~~cannabis to ~~accurately~~assure ~~forecast~~public ~~our potential revenue~~safety. Additionally, Weas ~~have~~medicinal ~~accumulated~~uses aand ~~total~~recreational ~~loss of~~uses ~~$1,417,481~~become ~~from~~more ~~Inception ( January 10~~prevalent, ~~2006)~~there ~~through~~will ~~December~~be ~~31,~~substantial ~~2012.~~testing Werelative ~~intend~~ to ~~use~~determining ~~our~~the ~~own~~medicinal ~~vehicle~~and orrecreational ~~leased,~~qualities ~~professionally race~~of ~~prepared,~~the ~~Sports~~plant. As ~~Cars~~this totesting ~~market~~is completed and ~~promote~~ the ~~products~~information ~~and~~becomes ~~services~~available, ofproducts ~~potential~~will ~~sponsor~~begin ~~clients.~~to Webe ~~contemplate~~formulated ~~that~~to ~~we will~~treat ~~further~~certain ~~develop~~ailments ~~our racing operations~~ and weother products will ~~reinvest~~be ~~all~~developed ~~profits,~~on ~~if any, into~~ the ~~Company~~recreational side.

~~Our~~Other ~~existing~~states ~~principal stockholders~~are ~~exercise~~considering ~~control~~ the legalization of ~~our~~marijuana ~~Company~~and are looking for guidance to determine how to implement legislation to provide a stable cannabis market that is effective and safe.

~~Revete~~As ~~Capital~~cannabis ~~Partners,~~spreads ~~LLC~~throughout ~~("Revete"),~~the ~~General Pacific Partners~~world, ~~LLC,~~there ~~("GPP"),~~will ~~Billington~~be ~~Brown~~business ~~Acceptance,~~opportunities ~~LLC~~for ~~("BBA")~~growers, ~~P-1,~~dispensaries ~~Inc.,~~ and ~~Specialty~~other ~~Rentals, Inc.~~cannabis ~~together~~related ~~are~~business ~~the~~ventures ~~beneficial owners of approximately 70.6% of our issued and outstanding common stock. Revete, GPP and BBA have membership interests and economic interests~~ that ~~are~~will ~~held~~attempt ~~and~~to ~~determined~~capitalize byon ~~Kevin P. O'Connell. Mr. O'Connell is~~ the ~~majority~~expanding ~~shareholder of Specialty Rentals, Inc~~industry. ~~and P-1, Inc.~~

InCustomers ~~addition,~~will ~~GPP~~also ~~has~~seek ~~established~~cannabis aproducts ~~line~~to ofhelp ~~credit~~them ~~for~~with ~~our use~~specific ~~of $450,000~~ailments. ~~The~~They ~~receipt~~will ofwant ~~funds~~an ~~from~~easy ~~this~~to ~~line~~use oftool ~~credit is subject~~ to ~~the~~find ~~approval of Mr. O'Connell. To date, $50,000 has been drawn on~~ the ~~line~~products ofthey ~~credit,~~are ~~which~~seeking ~~has been repaid in full. The terms of the line of credit contains annualized interest of 10%, quarterly interest payments payable by the Company on outstanding balances~~ and ~~sets a maximum quarterly draw down on the line of $100,000 per advance requested. Mr. O'Connell may have a conflict of interest should we determine to draw upon the line of credit. He~~ will ~~have~~most tolikely ~~determine,~~want ~~as the Managing Member of GPP, whether it is in the best interest of GPP~~ to ~~approve~~find ~~or decline~~ the ~~"draw~~products ~~down” or, as our controlling shareholder, it is in our best interest to approve the draw down~~quickly. ~~In 2012, the Company elected to keep its Line of Credit with GPP active and available for draw down for operations.~~

InOur addition, Mr. O'Connell is the majority shareholder of P-1, Inc. the only company from which we have leased racecars. Mr. O'Connell may have a conflict of interest should we determine to continue to lease racecars from P-1. He will have to determine, as the CEO of P-1, whether it is in the best interest of P-1 to approve or decline providing a racecar for a specific event or, as our controlling shareholder, it is in our best interest to lease a racecar to us. In the event that we are unable to lease a vehicle for a specific event, we would either use our own vehicle or not be able to participate in the event.Solution

~~Further~~We believe CannLabs delivers superior technology, Mrscience, and consulting services that brings credibility and responsibility to the global cannabis industry. ~~O’Connell~~We anticipate that CannLabs will be ~~able~~the totrusted ~~determine~~source for consumers, regulators, the ~~election~~ ofmedia, ~~directors~~investors, and businesses for cannabis education. The company, in our opinion is ‘the standard’ by which all ~~other~~others ~~matters~~will ~~subject~~be tomeasured ~~stockholder~~for ~~votes.~~innovation, ~~This~~testing ~~concentration~~methodologies, ofconsulting ~~ownership~~services ~~may~~and ~~have~~education, that empower and protect consumers when choosing cannabis products. We believe the ~~effect~~ company delivers superior service by employing some of ~~delaying~~the ormost ~~preventing~~respected aand ~~change~~talented people in ~~control~~the industry, leading-edge technology, and state of the ~~Company,~~art ~~even~~processes. ifThe ~~this~~company ~~change~~follows instrong ~~control~~ethical ~~would~~corporate ~~benefit~~governance ~~stockholders~~to ensure long-term shareholder value.

WeThrough ~~must~~the ~~enter~~participating ~~into~~laboratories and ~~maintain~~the data/analytics that they provide, the Company is building a ~~good~~database ~~working~~of ~~relationship~~ information related to the cannabis plant and its current uses and its potential uses. The database will be utilized in various aspects of our business model. It will be used in the consulting division to provide growers with information to maintain and/or improve their growing capabilities. Driving customers to dispensaries is another use of the ~~newly~~database ~~created~~that ~~United~~is ~~Sports~~currently ~~Car~~being ~~Racing~~promulgated ~~series~~through our StrainData platform. The database will also enable our customers to determine which products are providing the most revenue to them.

ToOur beconsulting ~~successful,~~division ~~we must~~will ~~create~~also ~~and~~work ~~maintain~~with alegislators ~~good~~in ~~working relationship~~the ~~with~~remaining ~~the~~states ~~sanctioning~~and ~~body~~countries ofconsidering ~~our~~legalizing ~~racing~~marijuana ~~events,~~with determining the ~~United~~appropriate ~~Sports~~legislation ~~Car~~for ~~Racing~~their ~~(“USC”) series~~constituents. We ~~Without a~~have ~~good~~been ~~relationship,~~instrumental ~~USC~~in ~~may~~the atlegislative ~~its~~arena ~~sole~~in ~~discretion~~assisting ~~disallow~~jurisdictions ~~our~~develop ~~team~~effective ~~from~~legislation ~~competing~~and inavoid ~~any~~pitfalls orthat ~~all~~encumber ofother ~~their~~jurisdictions. The ~~sanctioned~~consulting ~~events for~~division anwill ~~indefinite~~also ~~period~~provide offinancial ~~time.~~modeling Weservices doto ~~not~~assure ~~have~~that ~~any~~business ~~continuing~~opportunities ~~contractual~~are ~~relationship~~viable ~~with~~and ~~USC~~assist ~~and~~the ~~may~~business ~~not~~community bewith ~~able~~obtaining tolicenses. They ~~enter into~~will ~~any~~also ~~agreements~~work towith ~~participate~~customers in ~~racing~~product ~~events on terms acceptable to us~~development.

10Our StrainData platform will allow consumers to locate easily products that they are seeking. With the creation of our comprehensive database we will be able to inform consumers of products that others have tried for various ailments that may provide relief for them as well. This information is not intended in any way to be a prescription of medicine, but merely informational based on science and previous users experience. Once the specific product is located by the customer our StrainData platform will provide them with an easy to use locater that will give them an address, phone number, etc. of a local dispensary that carries the product and a map to get the customer there.

~~We have previously leased our racecars from P-1, a company controlled by our controlling shareholder.~~9

~~P-1,~~Our ~~Inc.~~Intellectual is a motorsports leasing company, and has leased race vehicles to our Company and has race vehicles available to other qualified teams and drivers. We have only leased racecars from P-1, a company whose majority shareholder is Kevin P. O’Connell. Property

~~The~~CannLabs ~~disadvantage~~has ofapplied ~~leasing~~for ~~our~~a ~~cars~~patent ~~through~~covering ~~P-1~~our ~~rather~~StrainData ~~than other~~parametric ~~sources~~search issystem. ~~that~~The ~~the~~company ~~configuration~~has ~~and~~also ~~technology~~applied offor ~~other~~trademarks ~~race~~for ~~cars~~“CannLabs, ~~that~~Inc.” ~~are~~and ~~available from various lessors may be more advantageous to us to us than using only race cars available from P-1~~“StrainData. ~~This~~” ~~could~~Additionally ~~adversely~~it ~~affect~~has ~~our~~purchased ~~competitiveness which could have~~ a ~~negative~~trademark ~~impact~~for on“CannaLabs, ~~potential sponsors and winning purses~~Inc.”

~~Our~~Despite ~~leased~~certain precautions taken by us, it may be possible for third parties to obtain and ~~owned~~use ~~racecars~~our intellectual property without authorization. This risk may be increased due to the lack of any patent and/or copyright protection. If any of our proprietary rights are ~~subject~~misappropriated or we are forced to ~~changes~~defend our intellectual property rights, we will have to incur substantial costs. Such litigation could result in ~~technology~~ substantial costs and ~~competitiveness~~diversion of our resources, including diverting the time and effort of our senior management, and could disrupt our business, as well as have a material adverse effect on our business, prospects, financial condition and results of operations. Management will from time to time determine whether applying for and pursuing patent and copyright protection is appropriate for us. We have no guarantee that any applications will be granted or, if awarded, whether they will offer us any meaningful protection from other companies in our business, or that we will have the financial resources to oppose any actual or threatened infringement by any third party. Furthermore, any patent or copyrights that we may be granted may be held by a court to infringe on the intellectual property rights of others and subject us to the payment of damage awards.

OnIn ~~December 31~~addition, ~~2008,~~ we ~~acquired~~cannot abe ~~United~~certain ~~Sports~~that ~~Car~~our ~~Racing spec~~technology ~~997~~will ~~GT-3~~not ~~Porsche~~infringe ~~racecar~~upon ~~from P-1~~patents, acopyrights ~~related~~or ~~party. The~~other ~~purchase~~intellectual ~~price~~property ~~was~~rights ~~$160,000,~~held ~~for~~by ~~which~~third parties. While we ~~issued~~know ~~533,333 shares ($0.30~~of ~~per~~no ~~share)~~basis offor ~~our~~any ~~common~~claims ~~stock~~of ~~for~~this type, the ~~purchase~~existence of ~~the~~and ~~race~~ownership ~~vehicle.~~of ~~This~~intellectual ~~race~~property ~~car,~~can asbe ~~well,~~difficult asto ~~the~~verify ~~race~~and ~~cars~~ we ~~lease~~have ~~from~~not ~~P-1,~~made ~~contain~~an ~~current~~exhaustive ~~technologies~~search ~~that~~of all patent filings. We may ~~cease~~become subject to be legal orproceedings ~~competitive~~and asclaims ~~the~~from ~~rules~~time ~~and~~to ~~regulations~~time ofrelating ~~United Sports~~to ~~Car~~the ~~Racing~~intellectual ~~are~~property ~~modified~~of ~~and~~others ~~technologies~~in ~~are~~the ~~updated. Additionally,~~ordinary ~~governing~~course ~~sanctioning~~of ~~bodies~~our business. If we are ~~expected~~ found to ~~regularly~~have ~~hold~~violated ~~discussions~~the ~~with~~intellectual ~~the~~property ~~manufacturers~~rights ~~and~~of ~~competitors~~others, ~~regarding~~we ~~implementing~~may ~~updated~~be ~~models~~enjoined from using such intellectual property, and ~~technologies~~we ~~that~~ may ~~have~~incur anlicensing ~~adverse~~fees ~~effect~~or onbe ~~our~~forced ~~Company. To~~to ~~the~~develop ~~extent~~alternative ~~that~~technology ~~United~~or ~~Sports~~obtain ~~Car~~other ~~Racing~~licenses. In addition, we may ~~change~~incur ~~its~~substantial ~~rules~~expenses ~~and~~in ~~regulations so~~defending ~~that~~against ~~our~~these ~~racecar~~third ~~and~~party ~~the~~infringement ~~race~~claims ~~cars~~and webe ~~lease~~diverted from ~~P-1~~devoting dotime ~~not~~to ~~comply~~our ~~with~~business ~~the~~and ~~changed~~operational ~~rules~~issues, orregardless ~~regulations,~~of ~~our~~the ~~business~~merits ~~will be~~of ~~adversely~~any ~~affected~~such claim.

~~Our~~Research ~~racing operations face competition for marketing~~ and ~~advertising~~ ~~dollars.~~Development

WeDuring ~~compete~~2014, ~~for marketing~~ and ~~advertising~~2013, ~~dollars~~our ~~with~~research ~~other motorsports teams~~ and ~~with~~development ~~sports~~expenses ~~such~~were ~~as football~~$71,578 ~~baseball, basketball, hockey, tennis~~ and ~~golf and with other entertainment and recreational activities~~$0. ~~In the event that fan interest in motorsports declines, United Sports Car Racing might not be as attractive to the potential sponsors, which could have an adverse effect on our operations.~~

~~There~~Our ~~can~~Revenue be no assurance that our team will be competitive or qualify for each, or any, United Sports Car Racing sanctioned event entered. Qualification in United Sports Car Racing races is only required in special events. If we are not as successful competitively, we could have a more difficult time attracting and maintaining sponsors, quality drivers and crews which in turn could impact our ability to attract marketing and advertising dollars. We will compete with well-established teams and there can be no assurance that we will be able to create or maintain a competitive position.Model

WeAs ~~may~~of ~~not~~the bedate ~~able~~of this report, we have generated most of our revenue from laboratory testing services. We expect to ~~lease~~continue orto ~~obtain~~generate ~~certain~~revenue ~~race~~principally ~~cars~~ from per-transaction fees from customers, which are on a pay-as-you-go ~~needed~~basis, ~~for~~billed ~~specific~~on ~~events~~a monthly basis, or through the use of bulk contracts where the payment of services is received in advance of the services being performed. This portion of our business relies on a significant number of tests being performed.

~~Our~~We ~~ability~~have togenerated ~~compete~~some inrevenue ~~race~~through ~~events~~consulting ~~is contingent upon our ability to lease specific racing cars for various series when needed~~projects. ~~Due~~We intend to ~~the~~grow ~~limited~~this ~~production~~portion of ~~the~~our ~~Porsche 997~~business ~~GT-3~~substantially ~~Cup car and other types of race vehicles~~ in ~~which~~2015 weas ~~might~~the ~~choose~~opportunities to ~~compete~~provide ~~with,~~consulting ~~there~~services ~~can~~continue ~~be no assurance that we will be able~~ to ~~obtain suitable race vehicles when needed or be able to negotiate a lease fee that we deem reasonable~~increase.

~~From February 2007 through September 2009, we leased our racecars from P-1, Inc.~~ Our ~~lease~~StrainData ~~agreement~~platform ~~requires~~will usalso toprovide ~~pay~~opportunities afor ~~leasing~~revenue ~~fee~~through ofsubscription ~~$7,500~~based ~~for~~products ~~sprint races~~ and ~~$15,000~~advertising ~~for endurance race in scheduled events in which we leased a race car~~placement. ~~In 2013, we will also contract with outside vendors for race cars as needed.~~

InOur ~~2008,~~Plan weof ~~acquired a 997 GT-3 Porsche racecar from P-1, Inc. Kevin O’Connell is the majority shareholder for P-1, Inc.~~Operation

~~This~~Our ~~vehicle's~~plan ~~configuration~~for ~~may~~laboratory ~~not~~services ~~meet~~is ~~the~~to ~~required~~open ~~and ubiquitous~~laboratories ~~specifications~~in ofmarkets ~~the~~that ~~current~~we ~~rules~~have analyzed and ~~regulations~~believe ofthat ~~United~~there ~~Sports~~is ~~Car~~an ~~Racing~~ability to generate profits. We have developed sophisticated models to allow us to evaluate particular markets based on numerous criteria. We have identified North Las Vegas, ~~but~~Nevada ~~may~~as beour ~~updated~~next market to ~~comply~~enter ~~with certain~~for ~~costs~~laboratory services.

11Consulting services will be generated primarily utilizing our referral base, which has been developed over many years by the professionals in that division.

~~Engine~~StrainData ~~modifications~~will asbe ~~well~~fed ~~as other mechanical changes have been approved~~ by the ~~series~~laboratory ~~and~~services ~~the~~division ~~manufacturer~~as tocustomers ~~allow~~cannot ~~Porsche~~participate ~~production race vehicles to compete more evenly with other manufacturers~~ in the ~~series. Prior~~StrainData toprogram ~~the~~unless ~~entry~~they oftest ~~our race vehicle in any United Sports Car Racing event, we intend to update and maintain the vehicle~~ with ~~current safety and engine modifications to meet the then current standards~~CannLabs.

~~The success of our operations will be dependent upon the success of our racing team.~~10

~~Our~~Sales ~~ability to fully implement our business plan~~ and ~~the~~Marketing success of our operations will be dependent upon the success of our racing team. If our racing team fails to qualify for races or finishes poorly in races on a regular basis, the success of our operations will be adversely impacted. Generally, racing teams that fail to qualify cannot generate any purse revenue and may experience a reduction in fan interest and/or sponsorship appeal. We believe that if we win, or finish within the top 10 finishing places in a race, our ability to attract sponsors will be enhanced. Further, our past record of sporadic "Top 10" finishing places has diminished our ability to attract sponsors. We do not currently have any written employment or sponsorship arrangements with drivers or crew members.Strategy

~~In those United Sports Car Racing events that we determined to enter~~CannLabs, ~~we have always qualified to race~~Inc. ~~However~~, weis ~~have finished poorly~~ in ~~these~~a ~~events~~unique ~~and~~position ~~have~~to ~~not~~be ~~received any~~able ~~purse~~to ~~money~~address ifa ~~finishing~~significant ~~positions~~part ~~fall outside~~ of the ~~top~~cannabis 10market ~~places. A~~due ~~low~~to ~~finishing~~leveraging ~~position~~its ~~for~~brand ~~any~~leadership ~~event~~in ~~may or~~testing. ~~may~~The ~~not~~marketing begoal ais ~~direct~~to ~~result~~maintain ofbrand ~~the~~leadership ~~team’s~~in ~~activities~~testing, and ~~efforts,~~establish consulting and ~~all~~technology ~~racing~~innovation ~~teams~~as incredible ~~competition~~business ~~face~~constituents that support the ~~same~~company ~~uncertain results~~revenue goals. ~~There~~This ~~can~~is bedone nothrough ~~assurance~~business ~~that~~and weconsumer ~~will~~education ~~win~~strategies ~~any~~about ~~purse~~cannabis ~~money~~health and ~~the~~safety, ~~denomination~~and ofgood ~~such~~business ~~purse~~practices ~~money~~that ~~could~~are ~~have~~designed ~~any effect upon our ability~~ to ~~fund~~reach ~~our~~key ~~operations~~target audiences.

WeTarget ~~may incur liability for personal injuries.~~markets

~~Racing~~Each events can be dangerous to participants and to spectators. We do not maintain insurance policies and we are fully liable for personal injuries sustained by, or death of, our personnel or spectators in the ordinary course of our business. Inunit ~~the~~has ~~event~~distinct ~~that~~target ~~damages~~audiences ~~for~~within ~~injuries~~their ~~sustained~~respective ~~by our participants or spectators our financial condition, results of operations and cash flows would be adversely affected and could lead to the cessation of business~~markets.

We do not have total loss insurance for the racecars we lease or own.


Laboratory Services		Growers, dispensaries and Manufactured-infused Products (“MIPs”)
		in states where there are mandate-testing laws. Currently Colorado, Connecticut and Nevada.

Carbon & Cook		Cannabis and hemp business operators

		Start-ups and prospective licensees

		Ancillary companies in the space

		State governments and regulatory agencies

		Investors and funds

		Other professional service providers

StrainData		A pre-requisite of the ‘wall-garden’ approach is that the company is primarily interested in driving awareness within states where CannLabs has a state certified laboratory. The nature of StrainData’s content skews the audience toward a more educated, affluent community, open to both recreational and medicinal applications for cannabis.

Established customers

Each business unit has the following established customers

Laboratory Services		The Company has over 120 regular testing clients in Colorado and tests for approximately 54% of the market.

Carbon & Cook		National pipeline including Florida, Maryland, and New York.

StrainData		Consumer base is dependent on availability of recent testing data from CannLabs.

~~Due~~Pricing to the high cost of property damage insurance, we have chosen not to carry total loss insurance for the racecars we lease or own. In the event of a loss occurrence, we may lose or be liable for as much as the total value of the racecar which is damaged. The loss could be as much as $250,000, which would be a material loss to us and could cause us to cease operations.strategy

WeThe ~~have~~pricing ~~not~~strategy ~~had~~for ~~any~~the ~~regular~~laboratory ~~sponsors~~services ~~since~~will ~~our~~be ~~Inception (January~~based ~~10,~~on ~~2006)~~market ~~and~~rates wefor ~~may~~similar ~~not~~testing beservices, ~~able~~with toa ~~attract~~potential ~~and~~premium ~~maintain~~added ~~sponsors~~for asthe ~~our~~value ~~primary~~added ~~source~~services ofthat ~~revenues~~we provide.

AThe ~~professional~~Carbon ~~motorsports~~& ~~racing~~Cook ~~operation~~pricing ~~relies~~strategy ~~principally on~~is ~~three~~to ~~separate,~~charge ~~but~~customers ~~related,~~by ~~revenue~~the ~~sources~~hour ~~for~~or the ~~funding~~day ofor ~~racing~~through ~~activities.~~a ~~They~~fixed ~~are sponsorship monies, race purse winnings and special race bonus opportunities~~fee. ~~These~~ ~~additional~~The ~~opportunities~~determination ~~would~~of ~~include~~which ~~certain~~fee ~~accomplishments completed~~structure ~~during~~to autilize ~~race~~will ~~event~~be ~~such~~determined asby ~~leading~~ the ~~most~~magnitude, ~~laps~~the ~~during~~time anframe ~~event~~and ~~but not winning~~ the ~~event.~~complexity ~~There can be no assurance that we will be able to attract or obtain any or all~~ of ~~these~~the ~~sources of revenue~~project.

~~Since~~StrainData ~~our~~revenue ~~racing~~comes ~~operation~~from ~~and~~two ~~business~~sources: ~~model~~StrainData.com ~~requires~~as ~~that our~~a ~~operations~~‘destination’ beand ~~funded~~as ~~through~~a ~~sponsorship~~‘platform’ ~~dollars,~~service ~~our~~that ~~ability~~allows todata ~~attract sponsors~~ to ~~fund racing operations will~~ be adelivered ~~significant factor~~via inan ~~our~~API ~~success~~to orother ~~failure.~~channels Wesuch ~~have~~as ~~had~~MJ noFreeway, ~~continual~~Leafly ~~sponsors since our Iinception~~ and ~~there~~wholesale ~~can~~cannabis beexchange ~~no assurance that we will be able to attract any sponsors~~websites.

12Communication strategies

WeCannLabs ~~will~~uses ~~need~~a ~~additional~~range ~~financing,~~of ~~which~~communication ~~may~~strategies ~~not~~across bemultiple ~~available~~platforms to reach their target customers based on the opportunity of the business unit. This includes developing media partnerships as well as conventional marketing activities.

Our future success will depend on our ability to raise additional funds and our ability to raise future sponsorship money, which includes attracting sponsors for our racing teams. No commitments to provide additional funds have been made by management and no agreements with sponsors have been entered into. Our ability to arrange financing in the future will depend in part upon the prevailing capital market conditions, as well as our business performance. There can be no assurance that we will be successful in our efforts to arrange additional financing on satisfactory terms. If additional financing is raised by the issuance of our shares, control of the Company may change and stockholders may suffer additional dilution. If adequate funds are not available, or are not available on acceptable terms, we may not be able to take advantage of opportunities, or otherwise respond to competitive pressures and remain in business.11

We● ~~are dependent on our key personnel.~~Digital

~~Our~~o management is currently controlled and operated by Roy P. Montgomery, President, Timothy J. Koziol our Chief Financial Officer, and Ronnie E. Norwood, Chief Operations Officer, Secretary and Treasurer. Our success will depend in large part upon the continued services of these individuals. Mr. Montgomery presently devotes only 25% or less of his time to our business, Mr Koziol presently devotes approximately 15% of his time to our business and Mr. Norwood presently devotes approximately 10% of his time to our business. Notwithstanding, the death or loss of the services of any one of them or of any one or more of our other key personnel could have a material adverse effect on our business, financial condition and results of operations. We do not have key man life insurance on these individuals. In addition, if one or more of our key employees resigns to join a competitor or to form a competing company, the loss of such personnel and any resulting loss of potential clients to any such competitor could have a material adverse effect on our business, financial condition and results of operations. In the event of the loss of any key personnel, there can be no assurance that we will be able to prevent the unauthorized disclosure or use of our technical knowledge, practices or procedures by such personnel.Website

Weo ~~face significant racing competition.~~E-marketing

Weo ~~principally~~Search ~~compete~~Engine ~~with~~Optimization other motorsports teams and advertising and public relations companies. In addition, there are relatively low barriers to entry into these markets and we expect to continue to face competition from new entrants into these same markets. There can be no assurance that we will be able to compete successfully in these markets.(SEO)

~~Our~~o ~~business~~Social ~~revenue generation model is unproven and could fail.~~Media

~~Our~~● revenue model is new and evolving, and we cannot be certain that it will be successful. Our present revenue model is comprised of consulting to various parts of the industry and the use our racecars to provide marketing and public relations services to clients desiring to use our racecars to market their product or service by having our vehicles promote their brand by carrying their logo. Our ability to generate revenue depends, among other things, on our ability to achieve success with our management team’s limited time devoted to our business in the motorsports industry. The potential profitability of this business model is unproven for companies of our size. Accordingly, we cannot assure you that our business model will be successful or that we can sustain revenue growth or achieve or sustain profitability. If our business model is not successful we could be forced to curtail our operations.Media

~~The~~o ~~current downturn in the economy and decrease in consumer spending could reduce sanctioning fees received by our primary series.~~Digital

~~Our~~o Company’s revenue is indirectly contingent upon the viability of our sanctioning body; the United Sports Car Racing series. The United Sports Car Racing series receives a portion of its revenue from sanctioning fees paid by track owners. Due, to the current economic recession, track owners have sustained significant losses from reduced spectator spending as a result of a decrease in consumer discretionary spending. The United Sports Car Racing series might be forced to delete certain markets from its schedule, thereby reducing the potential for us to compete and reducing our potential to attract sponsors.Print

13● Merchandising

~~The~~o ~~current~~Client ~~recession~~retail ~~and~~store ~~the changes in the international auto industry could negatively affect the motorsports industry.~~locations

~~The~~● ~~current~~Industry ~~financial~~conferences ~~challenges, congressional hearings~~ and ~~cost~~ ~~restructuring facing the global auto industry have reduced the demand for the industry’s products and services. Manufactures have elected to cease participation in various racing~~ events, as well as decreasing the manufacture of certain models of automobiles which are represented in the United Sports Car Racing events our Company participates in. Manufacturers have also reduced marketing budgets and funds for these events significantly.

~~The~~o ~~status~~National ofand ~~the current global economy could have a material impact on the results of our operations.~~international

~~The~~● ~~current~~Public downturn in the economy has resulted in the decrease of marketing and promotional dollars from small and large companies and auto manufacturers. This decrease has resulted in reduced spending directly related to the motorsports industry and correlates to a decrease in our sponsorship opportunities.Relations

~~Our~~o ~~auditors~~Mainstream ~~have~~and ~~expressed~~industry ~~substantial doubt as to whether our Company can continue as a going concern.~~outreach

We● ~~have~~Investor generated only limited revenues since our inception and have incurred substantial losses. We have had negative operating cash flow of approximately $965,859 since our Inception (January 10, 2006). Our business plans estimate that we will need to raise $125,000 in additional capital to fund our operations through April 30, 2014 and there can be no assurance that we will be able to raise any or all of the capital required. These factors indicate that we may be unable to continue as a going concern, particularly in the event that we cannot generate sufficient cash flow or raise sufficient capital to conduct our operations. Our financial statements do not include any adjustments to the value of our assets or the classification of our liabilities that might result if we would be unable to continue as a going concern.Relations

Weo ~~incur~~Investment ~~additional~~community ~~costs for being a small, public reporting company.~~outreach

WeCannLabs ~~are~~Certified aCannabis ~~fully~~Testing ~~reporting~~Program and publicly traded company. There are additional non-operating costs associated with being a public company. Additionally, we have a management team that is inexperienced in managing publicly traded companies.(C3)

~~RISKS~~CannLabs ~~ASSOCIATED~~has ~~WITH~~developed ~~OUR~~a ~~COMMON~~certification ~~STOCK~~program that allows for consumers to easily recognize laboratory-tested cannabis that meets or exceeds state-mandates. This program is exclusive to CannLabs testing clients and entitles them to promote their products on StrainData.com. The seal associated with program is shown below:

~~There is no active trading market for our common stock and if a market for our common stock does not develop, our investors will be unable to sell their shares.~~12

There is currently no active trading market for our common stock and such a market may not develop or be sustained. Our common stock is quoted on the OTC Bulletin Board under the symbol SDSP. The OTC Bulletin Board is not a listing service or exchange, but is instead a dealer quotation service for subscribing members. If our common stock is not quoted on the OTC Bulletin Board or if a public market for our common stock does not develop, then investors may not be able to resell the shares of our common stock that they have purchased and may lose all of their investment. If we establish a trading market for our common stock, the market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operation results, general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the shares of developmental stage companies, which may materially adversely affect the market price of our common stock.Seasonality

14Legalized cannabis is barely 15 months old and while we do not expect any significant seasonality patterns, as the market continues to grow, patterns of seasonality may emerge.

~~Because we do not intend to pay any dividends on our common shares, investors seeking dividend income or liquidity should not purchase shares in our Company.~~ Competition

WeIn ~~do not currently anticipate declaring and paying dividends to our shareholders in~~ the ~~near~~laboratory ~~future.~~testing ~~It is our current intention to apply net earnings~~area, ~~if any, in~~ the ~~foreseeable~~main ~~future~~focus ~~to increasing~~of ~~our~~customers ~~working~~is ~~capital. Prospective investors seeking or needing dividend income or liquidity should~~price, ~~therefore,~~timing ~~not~~and ~~purchase our common stock~~results. ~~There~~From ~~can~~a bepricing noperspective, ~~assurance~~CannLabs ~~that~~is wecompetitive ~~will~~within ~~ever~~the ~~have~~market ~~sufficient earnings to declare~~ and ~~pay~~is ~~dividends~~sensitive to the ~~holders of~~movement ~~our shares, and~~ in ~~any~~pricing ~~event,~~by avarious ~~decision to declare and pay dividends is at the sole discretion of our board of directors, who currently do not intend to pay any dividends on our common shares for the foreseeable future~~laboratories.

~~Sales~~CannLabs ofuses athe ~~substantial~~best ~~number~~instruments ofand ~~shares~~has ofmethodologies ~~our~~associated ~~common~~therewith ~~stock into~~that ~~the~~provide ~~public~~some ~~market~~of by the ~~selling~~fastest ~~stockholders~~turnaround ~~may~~times ~~result~~ in ~~significant~~the ~~downward~~industry. ~~pressure~~The onlabs ~~the~~constantly ~~price~~review oftesting ~~our~~methodologies ~~common~~to ~~stock and~~determine ~~may~~if ~~affect~~there ~~the~~are ~~ability~~faster ofprocesses ~~our~~that ~~stockholders~~can tobe ~~realize~~implemented, ~~any~~realizing ~~trading~~that ~~price~~these ofnew ~~our~~processes ~~common~~need ~~stock~~to ~~when~~be tested and ifvalidated aprior ~~trading~~to ~~market~~being ~~develops for our common stock~~implemented.

~~Sales~~CannLabs ofstrives ato ~~substantial~~ensure ~~number~~that ofits ~~shares~~science ofis ~~our common stock in~~ the ~~public~~best ~~market~~that ~~could~~it ~~cause~~can ~~a reduction in the market price of our common stock, when and if such market develops. Capital raised may require a registration statement to~~ be ~~filed with the SEC. As a result, a substantial number of our shares of common stock which have been issued may be available for immediate resale when~~ and ifpursues abetter ~~market~~technologies ~~develops~~ for ~~our~~analyzing ~~common stock, which could have an adverse effect on~~ the ~~price~~cannabis ofproducts ~~our~~as ~~common~~they ~~stock.~~become ~~As a result of any such decreases in price of our common stock, purchasers who acquire shares from the selling stockholders may lose some or all of their investment~~available.

~~Any~~The ~~significant~~main ~~downward~~focus ~~pressure~~to ongain ~~the~~market ~~price~~share is to provide value added services that other laboratories do not provide. The proprietary Workflow program allows for ease of ~~our~~use ~~common stock~~by ascustomers ~~the~~to ~~selling~~obtain ~~stockholders~~their ~~sell~~results and track the ~~shares~~movement of ~~our~~the ~~common~~tests ~~stock~~through ~~could~~the ~~encourage~~laboratories. ~~short~~Additionally, ~~sales~~the byrecent ~~the~~development ~~selling~~of ~~stockholders or~~StrainData ~~others~~allows consumers to locate products with specific qualities efficiently. ~~Any~~The ~~such~~StrainData ~~short~~platform ~~sales~~also ~~could~~drives ~~place~~consumers ~~further~~to ~~downward~~the ~~pressure~~dispensaries onby providing directions to dispensaries once the ~~price~~consumer ofhas ~~our~~found ~~common~~the ~~stock~~product that they want.

~~Our stock is a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations which may limit a stockholder's ability to buy and sell our stock.~~Consulting

~~Our~~There ~~stock~~are isfew ~~a penny stock. The Securities and Exchange Commission has adopted Rule 15g~~well-9known ~~which~~firms ~~generally~~in ~~defines~~the ~~"penny~~cannabis ~~stock"~~consulting ~~to be any equity security that has a market price (as defined) less than $5~~realm.00 ~~per~~All ~~share~~firms ~~or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities~~ are ~~covered~~ bysmall the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with ~~assets in excess of $5,000,000 or individuals with a net worth in excess of $~~1~~,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker~~-~~dealer,~~10 ~~prior~~consultants toon a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock marketstaff. ~~The~~Cannabis ~~broker-dealer~~consulting ~~also~~has ~~must provide~~exploded ~~the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson~~ in the ~~transaction~~past ~~and~~few ~~monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations~~years, ~~and~~giving ~~the~~clients ~~broker-dealer~~more ~~and~~options ~~salesperson~~than ~~compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation~~ever. ~~In addition~~However, ~~the~~finding ~~penny stock rules require that prior to~~ a ~~transaction~~quality inconsultant ~~a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock~~ is ~~a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction~~challenging. ~~These~~As ~~disclosure requirements may have~~ the ~~effect of~~marijuana ~~reducing~~industry ~~the~~has ~~level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently~~grown, ~~these~~ ~~penny~~it ~~stock~~has ~~rules~~attracted ~~may~~some ~~affect the ability of broker~~under-~~dealers~~qualified consultants eager to ~~trade~~cash ~~our securities. We believe that the penny stock rules discourage investor interest~~ in ~~and~~on ~~limit~~ the ~~marketability~~introduction of ~~our~~the ~~common~~new ~~stock~~cannabis industry.

15The pool of consultants is inconsistent and includes owners of both failed and successful marijuana businesses, professionals with applicable experience from other sectors, and those with little or no knowledge of the industry or consulting principles; the spectrum of quality is wide.

~~ITEM~~C&C’s 1Bcurrent competitors are small consulting firms; middle-of-the-road firms but not top-level consulting firms. ~~UNRESOLVED~~The ~~STAFF~~service ~~COMMENTS~~offerings vary from firm to firm. One consulting firm primarily focuses on licensing and dispensary operations and is expanding into real estate and publishing. Another is a template driven licensing consulting firm. Some focus on cultivation management. Others provide full service management consulting and licensing services. Yet another provides licensing application, government relations, and compliance services to their clients.

AsC&C’s relationship with CannLabs and the product formulation, plant and food science, and data analytics is a ~~"smaller~~distinct ~~reporting~~competitive ~~company"~~advantage. asNo ~~defined~~other byfirm ~~Item 10~~has ofthe ~~Regulation~~ability Sto offer these services exclusively to their clients. As states continue to pass limited bills requiring non-Kcombusted delivery methods, wethe ~~are~~demand ~~not~~for ~~required~~plant togenetics ~~provide~~and ~~information~~product ~~required~~formulation byservices ~~this~~will ~~Item~~continue to grow.

~~ITEM~~Strategy 2influences every big decision a client makes — what markets to enter or exit, what acquisitions to make, what products to introduce. ~~DESCRIPTION~~Our OFteam ~~PROPERTY~~highlights national expertise in quality control, operations and best practice that has as much institutional knowledge of developing cannabis markets than any policy or finance expert in the field. In order to stay relevant, C&C will continue to recruit the most respected experts from government and industry to expand the firm’s offerings making elite client services its foremost competitive strategy.

~~We do not own any real property. Our offices are located at 111 Sunrise City Dr. Thomasville, NC 27360. We do not pay for this office space at this time.~~StrainData

~~ITEM~~StrainData 3competes in a very crowded space with several well-known brands. By ~~LEGAL~~positioning ~~PROCEEDINGS~~itself as a platform, or more than simply an advertising-based model, StrainData.com differentiates itself from its competitors and offers a stronger value proposition to its clients.

~~No legal proceedings are currently pending or threatened to the best of our knowledge.~~13

~~.We~~Primary ~~may be subject to, from time to time, various legal proceedings relating to claims arising out of our operations in the ordinary course of our business.~~Competitors:

~~ITEM~~● 4.Weedmaps ~~MINE~~- ~~SAFETY~~First ~~DISCLOSURES~~mover status created scenario where clients were all driving traffic to their WeedMaps profile for special promotions.

~~Not~~● ~~applicable~~Leafly – Second to market and first to invest heavily in technology and brand development.

~~PART~~● IIStickyGuide – Heavy California presence. Tied to DispensaryTools.com

~~ITEM~~● ~~5. MARKET FOR REGISTRANT’S COMMON EQUITY~~THCfinder, ~~RELATED~~and ~~STOCKHOLDER~~dozens ~~MATTERS~~of ~~AND~~other ~~ISSUER~~sites ~~PURCHASES~~– OFStoner ~~EQUITY SECURITIES~~culture.

~~Market~~Secondary ~~Information~~Competitors:

~~Our~~● ~~common~~MassRoots ~~stock~~– ~~qualified~~social/mobile ~~for quotation on the OTCBB on approximately June 1, 2011, under the symbol “SDSP”. No trades of our common stock occurred through the facilities of the OTCBB until December 10, 2012.~~application

~~Dividends~~● Dispensary level websites

~~While~~● ~~there~~Hundreds are no restrictions that limit our ability to pay dividends, we have not paid, and do not currently intend to pay cash dividends on our common stock in the foreseeable future. Our policy is to retain all earnings, if any, to provide funds for operation and expansion of our business. The declaration of dividends, if any, will be subject to the discretion of our board of directors, which may consider such factors as our results of operations, financial condition, capital needs and acquisition strategy, among others.blogs

~~Securities Authorized for Issuance under Equity Compensation Plans~~Formulation

AsThe ofprimary ~~December 31,~~competitors ~~2012,~~are weother ~~did~~laboratories ~~not~~and ~~have~~some ~~any equity compensation plans in effect, although our board~~ of ~~directors may approve, from time to time,~~ the ~~issuance~~consulting ~~of equity compensation to our employees as additional compensation outside of an equity compensation plan~~firms.

~~Sales~~With the company’s state of ~~Unregistered~~the ~~Securities~~art tracking system and StrainData platform, it has a significant advantage over our competitors who merely focus on testing in the laboratory arena. The data analytics provided by CannLabs relationships with laboratories are the fuel to propel its consulting services. The consulting firm can perform additional services through its team of experts in the licensing and regulatory arenas, that none of the competition will be able to replicate under one roof in the near future.

The following sets forth information regarding all sales of our unregistered securities during the past three years. All of these shares were exempt from registration under the Securities Act by reason of Section 4(2) of the Securities Act, or Regulation D promulgated there under, as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution of the securities, and appropriate legends were affixed to the share certificates and warrants issued in such transactions. All recipients had adequate access, through their relationships with us or otherwise, to information about us. Unless otherwise indicated, the issuances of the securities described below were affected without the involvement of underwriters.14

16Government Regulation

OnMarijuana ~~October~~is 20categorized as a Schedule I controlled substance by the Drug Enforcement Agency and the United States Department of Justice and is illegal to grow, ~~2010~~possess and consume under Federal law. A Schedule I controlled substance is defined as a substance that has no currently accepted medical use in the United States, a lack of safety for use under medical supervision and a high potential for abuse. The Department of Justice defines Schedule 1 controlled substances as “the ~~Company~~most ~~sold 250~~dangerous drugs of all the drug schedules with potentially severe psychological or physical dependence.” However,~~000~~ ~~shares~~since 1995, 23 states and the District of ~~common~~Columbia ~~stock~~have passed state laws that permit doctors to arecommend ~~non~~prescribing cannabis for medical-~~affiliated~~use ~~shareholder~~and ~~purchased~~two atstates, $0Colorado and Washington, have enacted laws that legalize the adult-use of cannabis for any reason.20 ~~per~~This ~~share~~has created an unpredictable business-environment for ~~$50,000~~dispensaries and collectives that legally operate under state-laws but in violation of Federal law. On August 29, 2013, United States Deputy Attorney General James Cole issued the Cole Memo to United States Attorneys guiding them to prioritize enforcement of Federal law away from the cannabis industry operating as permitted under state law, so long as:

On● ~~October~~cannabis ~~20,~~is ~~2010,~~not ~~the~~being ~~Company~~distributed ~~issued 125,000 shares of stock~~ to aminors ~~related~~and ~~party~~dispensaries inare ~~payment~~not oflocated ~~services~~around ~~rendered~~schools ~~valued~~and atpublic ~~$25,000.~~buildings;

On● ~~August 15th, 2011,~~ the ~~Company~~proceeds ~~issued~~from ~~82,500~~sales ~~shares~~are ofnot ~~stock~~ going to agangs, ~~non-affiliated~~cartels ~~shareholder~~or incriminal ~~payment of services rendered valued at $16,500.~~enterprises;

On● ~~August~~cannabis ~~15th,~~grown ~~2011,~~in ~~the~~states ~~Company sold~~where ~~250,000~~it ~~shares~~is oflegal ~~common~~is ~~stock~~not tobeing adiverted ~~non-affiliated~~to ~~shareholder~~other ~~purchased at $0.20 per share for $50,000.~~states;

On● ~~August~~cannabis-related ~~17th,~~businesses ~~2011,~~are ~~the~~not ~~Company~~being ~~issued~~used ~~161,865~~as ~~shares of stock to~~ a ~~non-affiliated~~cover ~~shareholder~~for insales ~~payment~~ of ~~services~~other ~~rendered~~illegal ~~valued~~drugs ator ~~$32,373.~~illegal activity;

On● ~~October~~there ~~10th,~~is ~~2011,~~not ~~the~~any ~~Company~~violence ~~issued~~or ~~15,600~~use ~~shares~~ of ~~stock~~ ~~to a non~~fire-~~affiliated~~arms ~~shareholder~~ in ~~payment~~the ofcultivation ~~services~~and ~~rendered~~sale ~~valued~~of ~~at $19,500.~~marijuana;

~~ITEM~~● 6.there ~~SELECTED~~is ~~FINANCIAL~~strict ~~DATA~~enforcement of drugged-driving laws and adequate prevention of adverse health consequences; and

As● acannabis ~~"smaller~~is ~~reporting~~not ~~company"~~grown, ~~as defined by Item 10 of Regulation S-K~~used, weor ~~are~~possessed ~~not~~on ~~required~~Federal ~~to provide information required by this Item~~properties.

~~ITEM~~The 7Company provides and will provide laboratory technicians and scientists to the laboratories conducting testing. ~~MANAGEMENT’S~~In ~~DISCUSSION~~Colorado, ~~AND~~the ~~ANALYSIS~~MED ORprovides ~~PLAN~~badges OFto ~~OPERATION~~our employees that handle marijuana after they have completed the proper screening by the MED, including state and federal background checks and fingerprinting. The entrance to the laboratory of CannLabs Colorado is secured and is only accessible to employees. Visitors must sign in and be escorted through the laboratory by a properly badged employee. The laboratory has security cameras that can be monitored by the MED.

~~The~~We ~~following~~do ~~discussion~~not ~~and~~employ ~~analysis~~minors ofand ~~our~~none ~~results~~ of ~~operations~~ ~~and~~the ~~financial~~marijuana ~~condition~~leaves ~~for~~ the ~~fiscal~~ ~~years~~CannLabs ~~ended~~Colorado ~~December~~laboratory ~~31, 2012 and 2011 should be read~~ in ~~conjunction~~a ~~with our~~usable ~~financial~~manner ~~statements~~after ~~and the notes to those financial statements that are included elsewhere in this annual report~~testing. ~~Our~~Further, ~~discussion~~the ~~includes~~revenue ~~forward-looking statements based upon current expectations~~ that ~~involve~~we ~~risks~~generate ~~and~~is ~~uncertainties, such~~used asto pay our ~~plans~~employees, ~~objectives,~~vendors ~~expectations~~ and ~~intentions.~~equipment ~~Actual~~suppliers, ~~results~~none ~~and the timing~~ of ~~events~~whom ~~could~~we ~~differ~~believe ~~materially~~are ~~from those~~involved ~~anticipated~~ in ~~these forward-looking statements as a result of a number of factors~~gangs, ~~including~~cartels ~~those~~or ~~set~~criminal ~~forth under the “Risk Factors”, “Cautionary Notice Regarding Forward-Looking Statements” and “Description of Business” sections and elsewhere in this annual report~~enterprises. WeCannLabs ~~use~~Colorado ~~words~~is ~~such~~only aspermitted “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” “predict,” and similar expressions to ~~identify~~test ~~forward-looking~~marijuana ~~statements.~~that ~~Although~~is wewithin ~~believe~~ the ~~expectations~~Marijuana ~~expressed~~Enforcement inTracking ~~these~~Reporting ~~forward-looking~~Compliance ~~statements~~(“METRC”) ~~are based~~system onthat ~~reasonable~~is ~~assumptions~~maintained ~~within~~by the ~~bound~~MED. ~~of our knowledge of our business~~Therefore, ~~our~~we ~~actual~~only ~~results~~receive ~~could~~marijuana ~~differ materially from those discussed in these statements. Factors~~ that ~~could~~is ~~contribute~~coming tofrom ~~such~~an ~~differences~~MED ~~include,~~approved ~~but~~facility ~~are~~and ~~not limited to, those discussed~~ in ~~the~~accordance ~~“Risk~~with ~~Factors”~~MED ~~section of this report~~guidelines. ~~We undertake no obligation to update publicly any forward-looking statements for any reason even if new information becomes available or other events occur in the future.~~

InThe ~~addition~~security tomeasures ~~historical~~we ~~information,~~have ~~this~~in ~~Annual~~place ~~Report contains~~relative ~~forward-looking~~to ~~statements within~~ the ~~meaning~~MED ofare ~~Section~~measures ~~27A~~that ofare ~~the~~required ~~Securities~~for ~~Act~~CannLabs ofColorado ~~1933~~to ~~and~~maintain ~~Section~~its ~~21E~~MED ofLaboratory ~~the Securities Exchange Act of 1934~~License. ~~Actual~~As ~~results~~we ~~could~~expand ~~differ~~into ~~materially~~other ~~from~~states, ~~those~~there ~~projected~~will inbe ~~the~~laboratory ~~forward-looking~~licenses ~~statements as~~that awe ~~result~~will ofneed ato ~~number~~obtain ofas ~~factors,~~well ~~risks~~as ~~and~~guidelines ~~uncertainties,~~that ~~including~~we ~~the~~will ~~risk~~need ~~factors~~to ~~set~~follow ~~forth~~ in ~~Item~~order ~~1A.~~to ~~above~~maintain ~~and~~those ~~the risk factors set forth in this Annual Report~~licenses. ~~Generally,~~As ~~the~~each ~~words~~state ~~“anticipate”,~~is ~~“expect”~~different, ~~“intend”, “believe”~~we ~~and~~cannot ~~similar~~determine ~~expressions~~now ~~identify~~what ~~forward-looking~~the ~~statements. The~~licensing ~~forward-looking~~process ~~statements~~will ~~made in~~require ~~this~~nor ~~Annual~~the ~~Report~~guidelines ~~are~~that ~~made~~will asbe ofimposed. In ~~the~~addition, ~~filing~~there ~~date~~are oflocal ~~this~~laws ~~Annual~~in ~~Report with the SEC~~effect, ~~and~~such ~~future~~as ~~events~~fire orcodes, ~~circumstances~~etc. ~~could cause~~that ~~results~~must ~~that~~be ~~differ~~adhered ~~significantly~~to ~~from~~in ~~the~~order ~~forward-looking~~to ~~statements~~operate ~~included~~our ~~here~~business. ~~Accordingly,~~As we ~~caution readers~~assess ~~not~~establishing toa ~~place~~new ~~undue~~laboratory, ~~reliance~~we onassess ~~these~~the ~~statements. We~~state ~~expressly~~and ~~disclaim~~local ~~any~~regulations ~~obligation~~ to ~~update~~comply orwith ~~alter our forward-looking statements~~them, ~~whether,~~with asthe aassistance ~~result~~ of ~~new~~our ~~information,~~Director ~~future~~of ~~events~~Compliance orand ~~otherwise~~Governmental ~~after the date of this document~~Affairs.

17The State of Colorado through the Marijuana Enforcement Division requires an occupational license to test medical marijuana and a Retail Marijuana Testing Facility license to test retail marijuana. Because medical marijuana is not under any mandate for testing, the occupational licenses are granted to individuals working in the laboratory to allow for the possession and handling of regulated medical marijuana. Retail marijuana does have mandated testing requirements, therefore, the establishment license requires that the laboratory be certified by the Colorado Department of Health to conduct research and analyze retail marijuana items for potency and contaminants. In addition to security requirements, the retail marijuana license requires the laboratory to be owned and operated by Colorado residents, utilize the State’s METRC system, employ a qualified laboratory director and staff, maintain Standard Operating Procedures and a Quality Assurance and Control program approved by the Division, and complete proficiency testing. The laboratory must also maintain testing, reporting, and chain of custody records for review by the Division.

~~Plan of Operation~~ 15

~~Trends~~The &Cole ~~Outlook~~Memo is meant only as a guide for United States Attorneys and does not alter in any way the Department of Justice’s Federal authority to enforce Federal law, including Federal laws relating to cannabis, regardless of state law. We believe and have implemented procedures and policies to ensure we are operating in compliance with the “Cole Memo”. However, we cannot provide assurance that our actions are in full compliance with the Cole Memo or any other laws or regulations.

~~Long-term,~~While weinitially ~~cannot~~it ~~predict~~was ~~the~~difficult ~~growth~~for orus ~~decline~~to ofaccess ~~our~~the ~~revenues. If~~banking ~~certain~~system ~~economic~~it ~~uncertainty~~has ~~related~~become toeasier ~~advertising~~with ~~and~~less ~~branding~~stringent ininterpretations ~~North~~of ~~America~~the ~~declines,~~Cole ~~our~~memo. Our ~~potential~~banks ~~revenue~~have ~~would~~requested ~~increase. Such~~information athrough ~~decline~~questionnaires inbased ~~economic~~on ~~uncertainty~~the ~~would~~Cole bememo ~~recognized~~and ~~through~~we anbelieve ~~increase in~~ the ~~overall~~banks ~~marketing~~have ~~dollars~~realized inthat ~~corporate~~our ~~and SME~~participation ~~budgets.~~in ~~Our~~the ~~success~~marijuana ~~criteria~~industry ~~includes but~~ is ~~not~~ limited toby the ~~series~~amounts inof ~~which~~marijuana wethat ~~compete~~our ~~and~~employees ~~its~~are ~~reputation~~exposed to and ~~overall media~~the ~~package.~~vendors Wethat ~~believe~~we ~~our~~pay. ~~equipment~~Currently ~~and~~we ~~series~~have ~~currently~~good ~~satisfies~~relationships ~~the~~with ~~standards~~our ~~for~~banks, anhowever, ~~acceptable~~the ~~return~~federal onregulators ~~investment~~may ~~from sponsors~~decide ~~and~~to ~~prospective~~more ~~customers.~~strictly Inenforce the ~~event~~banking ~~the~~regulations, ~~Company~~which ~~fails~~could toadversely ~~satisfy~~affect ~~these~~our ~~standards,~~current ~~certain~~banking ~~potential~~relationships ~~customers~~and ~~would not~~our ~~establish~~ability ato ~~business~~conduct ~~relationship with us~~business.

~~Operating~~The ~~Expenses~~Obama administration has effectively stated that it is not an efficient use of resources to direct federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical marijuana. However, there is no guarantee that the administration will not change its stated policy regarding the low-priority enforcement of federal laws. Additionally, any new administration that follows could change this policy and decide to enforce the federal laws strongly. Any such change in the federal government’s enforcement of current federal laws could cause significant financial damage to us. While we do not intend to harvest, distribute or sell cannabis, we may be irreparably harmed by a change in enforcement by the Federal or state governments.

Our operating expenses are currently attributed to the regular operations of the Company. These expenses include, but are not limited to event fees, travel related expenses such as airline, lodging rental vehicles and consultants, as well as transportation, marketing, and administrative costs. These costs can vary depending on the event, its location and duration and the other series that may be part of the event.Employees

~~Recent~~As ~~Accounting~~of ~~Pronouncements~~December 31, 2014, we had 37 employees, who were working in the areas of sales, marketing, laboratory testing, consulting, research and product development, web development, legal, finance and administration. None of our employees are represented by a union or covered by a collective bargaining agreement. We believe that our relations with our employees are good.

~~Management~~Company ~~does not believe that any recently issued, but not yet effective, accounting standards, if adopted, will have a material effect on our financial statements.~~Information

~~Significant~~CannLabs ~~Accounting~~website ~~Policies~~can be found on the Internet at www.cannlabs.com. The website contains information about the Company and our operations. We make available free of charge through a link on our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and amendments to these reports, as soon as we electronically file such material with, or furnish such material to, the Securities and Exchange Commission (“SEC”). These reports may be accessed on our website by following the link under Investor and then clicking on SEC filings.

~~Use of Estimates~~ 16

~~The~~ITEM preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods1A. RISK ~~Actual results could differ from those estimates~~FACTORS.

~~Accounts~~An ~~receivable~~investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors in addition to other information in this Annual Report on Form 10-K before purchasing our common stock. The risks and uncertainties described below are those that we currently deem to be material and that we believe are specific to our company and our industry. In addition to these risks, our business may be subject to risks currently unknown to us. If any of these or other risks actually occurs, our business may be adversely affected, the trading price of our common stock may decline, and you may lose all or part of your investment.

~~The~~RISKS ~~Company~~RELATING ~~reviews~~TO ~~accounts~~OUR receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. Significant management judgment is required to determine the allowance for doubtful accounts. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. At December 31, 2012 and 2011, the Company had no balance in its allowance for doubtful accounts.BUSINESS

18OUR BUSINESS IS DEPENDENT ON STATE LAWS PERTAINING TO THE CANNABIS INDUSTRY.

~~Long-Lived~~As ~~Assets~~of December 31, 2014, 23 states and the District of Columbia allow its citizens to use medical cannabis. Additionally, Colorado and Washington have legalized cannabis for adult use. Continued development of the cannabis industry is dependent upon continued legislative authorization of cannabis at the state level. Any number of factors could slow or halt progress in this area. Further, progress in the cannabis industry, while encouraging, is not assured. While there may be ample public support for legislative action, numerous factors impact the legislative process. Any one of these factors could slow or halt use of cannabis, which would negatively impact our business.

InIf ~~accordance with~~Colorado ~~FASB~~state ~~ASC~~regulators ~~360, “Property,~~found Plant, and Equipment” which establishes the accounting for impairment of long-lived tangible and intangible assets other than goodwill, the Company reviews for impairment when facts or circumstances indicate that ~~the carrying~~CannLabs ~~value~~Colorado ofwas ~~long-lived assets to be held and used may~~ not beindependent ~~recoverable.~~of Ifour ~~such facts or circumstances are determined to exist~~operations, anColorado ~~estimate~~regulators ofcould ~~the~~revoke ~~undiscounted future cash flows produced by~~ the ~~long-lived~~Retail ~~asset,~~Marijuana orlicense ~~the appropriate grouping~~ of ~~assets,~~ isCannLabs ~~compared~~Colorado toand the ~~carrying~~primary ~~value~~source ~~to determine whether impairment exists. If an asset is determined to be impaired, the loss is measured based on various valuation techniques, including the discounted value~~ of ~~estimated~~our ~~future cash flows. The Company reports impairment cost as a charge to~~ operations atwould ~~the~~be ~~time~~significantly ~~it is identified~~impaired. During the years ended December 31, 2012 and 2011 and during the period from January 10, 2006 (inception) to December 31, 2012, the Company determined that there was no impairment of long-lived assets.

~~Revenue~~CANNABIS ~~recognition~~REMAINS ILLEGAL UNDER FEDERAL LAW.

~~Revenue~~Despite the ~~from~~development ~~event~~of ~~consulting~~a cannabis industry legal under state laws, state laws legalizing medicinal and adult cannabis use are in conflict with the Federal Controlled Substances Act, which classifies cannabis as a Schedule I controlled substance and makes cannabis use and possession illegal on a national level. The United States Supreme Court has ruled that it is ~~recognized~~the Federal ~~upon~~government ~~completion~~that ofhas the ~~contracted~~right ~~services~~to regulate and criminalize cannabis, even for medical purposes, and thus Federal law criminalizing the use of cannabis preempts state laws that legalize its use. ~~Revenue~~However, ~~from~~the ~~race~~Obama ~~sponsorships~~Administration has effectively stated that it is ~~recognized~~not ~~upon~~an ~~completion~~efficient use of resources to direct Federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the ~~race~~use ~~for~~and ~~which~~distribution of medical and recreational cannabis. Yet, there is no guarantee that the ~~advertising~~Obama ~~was~~Administration ~~provided~~will not change its stated policy regarding the low-priority enforcement of Federal laws in states where cannabis has been legalized. ~~Other~~Additionally, ~~revenue~~we isface ~~recognized~~another onpresidential anelection ~~accrual~~cycle ~~basis~~in as2016, and ~~earned~~a ~~under~~new ~~contract~~administration ~~terms~~could introduce a less favorable policy or decide to enforce the Federal laws strongly. Any such change in the Federal government’s enforcement of Federal laws could cause significant financial damage to us and our shareholders.

~~Income~~LAWS ~~tax~~AND REGULATIONS AFFECTING THE CANNABIS AND MARIJUANA INDUSTRIES ARE CONSTANTLY CHANGING, WHICH COULD DETRIMENTALLY AFFECT OUR BUSINESS, AND WE CANNOT PREDICT THE IMPACT THAT FUTURE REGULATIONS MAY HAVE ON US.

~~The~~Local, ~~Company~~state ~~accounts~~and ~~for~~federal ~~income taxes~~cannabis ~~pursuant~~laws toand ~~FASB~~regulations ~~ASC~~are ~~740~~constantly ~~“Income~~changing ~~Taxes”.~~and ~~Under~~they ~~FASB ASC 740, deferred income taxes~~ are ~~provided~~subject onto ~~a liability~~evolving ~~method~~interpretations, ~~whereby~~which ~~deferred~~could ~~tax~~require ~~assets~~us ~~are~~to ~~recognized~~incur ~~for~~substantial ~~deductible~~costs ~~temporary~~associated ~~differences~~with ~~and~~compliance ~~operating~~or ~~loss carryforwards~~to ~~and~~alter ~~deferred~~one ~~tax~~or ~~liabilities~~more ~~are~~of ~~recognized~~our ~~for~~service ~~taxable temporary differences~~offerings. ~~Temporary~~In ~~differences~~addition, ~~are~~violations ~~the differences~~of ~~between~~these ~~the~~laws, ~~reported~~or ~~amounts~~allegations of ~~assets~~such ~~and~~violations, ~~liabilities~~could ~~and~~disrupt ~~their~~our ~~tax~~business ~~bases.~~and ~~Deferred~~result ~~tax~~in ~~assets~~a ~~are~~material ~~reduced~~adverse byeffect ~~a valuation~~on ~~allowance~~our ~~when~~revenues, ~~in the opinion of management~~profitability, itand isfinancial ~~more~~condition. ~~likely~~We ~~than~~cannot ~~not~~predict ~~that~~the ~~some~~nature ~~portion or all~~ of ~~the~~any ~~deferred tax~~future ~~assets~~laws, ~~will~~regulations, ~~not~~interpretations beor ~~realized.~~applications, ~~The~~nor ~~provision~~can ~~for~~we ~~income~~determine ~~taxes~~what ~~represents~~effect ~~the~~additional ~~tax~~governmental ~~expense~~regulations ~~for~~or ~~the~~administrative ~~period,~~policies ifand ~~any~~procedures, when and ~~the change~~if ~~during~~promulgated, ~~the~~could ~~period~~have inon ~~deferred~~our ~~tax~~business. ~~assets~~Any ~~and~~change ~~liabilities.~~in ~~Deferred~~law ~~tax~~or ~~assets~~interpretation ~~and~~could ~~liabilities~~have ~~are~~a ~~adjusted~~material ~~for~~adverse ~~the effects~~effect ofon ~~changes~~our inbusiness, ~~tax~~financial ~~laws~~condition, and ~~rates~~results ~~on the date~~ of ~~enactment~~operations.

~~FASB~~AS ~~ASC~~THE ~~740~~POSSESSION ~~also~~AND ~~provides~~USE ~~criteria~~OF ~~for the~~CANNABIS ~~recognition,~~IS ~~measurement,~~ILLEGAL ~~presentation~~UNDER ~~and~~THE ~~disclosure~~FEDERAL ofCONTROLLED ~~uncertain~~SUBSTANCES ~~tax positions. Under FASB ASC 740~~ACT, ~~the~~WE ~~impact~~MAY ofBE anDEEMED ~~uncertain tax~~TO ~~position~~BE onAIDING ~~the~~AND ~~income~~ABETTING ~~tax~~ILLEGAL ~~return~~ACTIVITIES ~~may~~THROUGH ~~only~~THE beSERVICES ~~recognized~~THAT atWE ~~the~~PROVIDE ~~largest~~TO ~~amount~~USERS. AS ~~that~~A isRESULT, ~~more-likely-than-not~~WE toMAY beBE ~~sustained upon~~SUBJECT ~~audit~~TO byENFOREMENT ~~the~~ACTIONS ~~relevant~~BY ~~taxing~~LAW ~~authority.~~ENFORCEMENT ~~At December 31~~AUTHORITIES, ~~2012~~WHICH ~~and~~WOULD ~~2011,~~MATERIALLY ~~there~~AND ~~were~~ADVERSELY noAFFECT ~~unrecognized~~OUR ~~tax benefits~~BUSINESS.

~~Stock~~Under ~~based~~Federal ~~compensation~~law, and more specifically the Federal Controlled Substances Act, the possession, use, cultivation, and transfer of cannabis is illegal. Our business provides services to customers that are engaged in the business of possession, use, cultivation, and/or transfer of cannabis. As a result, law enforcement authorities, in their attempt to regulate the illegal use of cannabis, may seek to bring an action or actions against us, including, but not limited to, a claim of aiding and abetting another’s criminal activities. The Federal aiding and abetting statute provides that anyone who “commits an offense against the United States or aids, abets, counsels, commands, induces or procures its commission, is punishable as a principal.” 18 U.S.C. §2(a). As a result of such an action, we may be forced to cease operations and our investors could lose their entire investment. Such an action would have a material negative effect on our business and operations.

The Company accounts for employee and non-employee stock awards under FASB ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.17

~~Year~~FEDERAL ~~Ended~~ENFORCEMENT ~~December~~PRACTICES 31COULD CHANGE WITH RESPECT TO SERVICES PROVIDERS TO PARTICIPANTS IN THE CANNABIS INDUSTRY, ~~2012~~WHICH asCOULD ~~compared~~ADVERSELY toIMPACT ~~the~~US. IF ~~Year Ended~~THE ~~December~~FEDERAL 31GOVERNMENT WERE TO CHANGE ITS PRACTICES, ~~2011~~OR WERE TO EXPAND ITS RESOURCES ATTACKING PROVIDERS IN THE CANNABIS INDUSTRY, SUCH ACTION COULD HAVE A MATERIALLY ADVERSE EFFECT ON OUR OPERATIONS, OUR CUSTOMERS, OR THE SALES OF OUR PRODUCTS.

~~Revenues~~It is possible that additional Federal or state legislation could be enacted in the future that would prohibit our customers from selling cannabis, and if such legislation were enacted, such customers may discontinue the use of our services, our potential source of customers would be reduced, causing revenues to decline. Further, additional government disruption in the cannabis industry could cause potential customers and users to be reluctant to use our services, which would be detrimental to the Company.

~~Total~~We ~~revenues~~cannot ~~were~~predict ~~$146,150 for~~ the ~~year~~nature ~~ended~~of ~~December~~any ~~31, 2012,~~future ~~representing an increase of $129~~laws,~~989~~ ~~or 804% compared to $16~~regulations,~~161~~ ~~for~~interpretations ~~the~~or ~~year ended December 31~~applications, ~~2011.~~nor ~~The~~can ~~increase~~we indetermine ~~revenue is~~what aseffect aadditional ~~result~~governmental ofregulations anor ~~overall~~administrative ~~improvement~~policies inand ~~the general economy in conjunction with an increase in the number of events we attended in 2012. Additionally~~procedures, wewhen ~~recognized an increase in consulting related income for both event~~ and ~~testing~~if ~~related consulting. We also had $20~~promulgated,~~000~~ incould ~~direct~~have ~~sponsorship~~on ~~revenue~~our business.

19EXPANSION BY WELL-ESTABLISHED LABORATORY TESTING COMPANIES INTO THE CANNABIS INDUSTRY COULD PREVENT US FROM REALIZING ANTICIPATED GROWTH IN CUSTOMERS AND REVENUES.

~~Revenues~~Traditional ~~from~~laboratory ~~related~~testing ~~parties~~companies ~~were~~may ~~$68,650~~expand ~~and~~their ~~$1,161,~~businesses ~~respectively, for~~into ~~the~~cannabis ~~years ended December 31, 2012 and 2011~~testing. ~~The~~If ~~increase~~they ofdecided ~~$67,489, or 5813%, is related~~ to ~~the~~expand ~~Company~~into ~~providing~~cannabis ~~companies owned~~testing, bythis ~~the~~could ~~majority~~hurt ~~shareholder with consulting services regarding their entry in~~ the ~~racing~~growth ~~market.~~of ~~The~~our ~~amount~~business ~~charged~~and ~~for the~~cause ~~services~~our ~~were~~revenues ~~comparable~~ to ~~the~~be ~~amount~~lower ~~charged~~than towe ~~non-related parties~~expect. ~~There are no ongoing contracts with these companies.~~

~~Cost~~DUE ofTO ~~Revenues~~OUR INVOLVEMENT IN THE CANNABIS INDUSTRY, WE MAY HAVE A DIFFICULT TIME OBTAINING THE VARIOUS INSURANCES THAT ARE DESIRED TO OPERATE OUR BUSINESS, WHICH MAY EXPOSE US TO ADDITIONAL RISK AND FINANCIAL LIABILITIES.

Insurance that is otherwise readily available, such as workers compensation, general liability, and directors and officers insurance, is more difficult for us to find, and more expensive, because we are service providers to companies in the cannabis industry. There ~~were~~are no ~~costs~~guarantees ofthat ~~revenues~~we will be able to find such insurances in ~~either~~the future, or that the ~~twelve~~cost ~~months ending~~will ~~December~~be 31affordable to us. If we are forced to go without such insurances, ~~2012~~it ormay ~~the~~prevent ~~twelve~~us ~~months~~from ~~ending~~entering ~~December~~into 31certain business sectors, ~~2011~~may inhibit our growth, and may expose us to additional risk and financial liabilities.

~~Operating~~PARTICIPANTS ~~Expenses~~IN THE CANNABIS INDUSTRY MAY HAVE DIFFICULTY ACCESSING THE SERVICE OF BANKS, WHICH MAY MAKE IT DIFFICULT FOR US TO OPERATE.

~~Operating~~Despite ~~expenses~~recent ~~for~~rules issued by the ~~year~~United ~~ended~~States ~~December~~Department ~~31,~~of ~~2012~~the ~~were $172,619~~Treasury ~~representing~~mitigating anthe ~~increase~~risk ofto $1banks who do business with cannabis companies permitted under state law,~~375~~ as ~~compared~~well toas ~~$171,244~~recent ~~for~~guidance from the ~~same~~United ~~period~~States Department of Justice, banks remain wary to accept funds from businesses in ~~2011~~the cannabis industry. ~~Expenses~~Since inthe ~~2012~~use ~~included~~of ~~$140,619 for~~cannabis ~~general~~remains &illegal ~~administrative~~under ~~and~~Federal ~~$32~~law,~~000~~ ~~for~~there ~~depreciation.~~remains ~~Expenses~~a ~~for~~compelling ~~2012~~argument ~~and~~that ~~2011~~banks ~~were~~may ~~comparable~~be ~~even~~in ~~though~~violation ~~revenue increased.~~of ~~The~~Federal ~~Company~~law ~~made~~when ~~efforts~~accepting tofor ~~manage~~deposit, ~~costs~~funds inderived ~~2012.~~from Inthe ~~addition~~sale or distribution of cannabis. Consequently, businesses involved in the ~~Company~~cannabis ~~had~~industry acontinue ~~collection~~to onhave ~~previously~~trouble ~~written~~establishing ~~off bad~~banking ~~debt~~relationships. ofAn ~~approximately~~inability ~~$32~~to open bank accounts may make it difficult for us,~~000~~ ~~which~~or ~~reduced~~some ~~the~~of ~~total~~our ~~operating~~customers, ~~expenses~~to do business.

~~The~~WE ~~Company~~HAVE ~~incurred~~A ~~operating~~LIMITED ~~expenses~~OPERATING ~~with~~HISTORY ~~related~~AND ~~parties in~~IF ~~the~~WE ~~amount~~ARE ofNOT ~~$57,500~~SUCCESSFUL ~~for~~IN ~~the~~CONTINUING ~~year~~TO ~~ended~~GROW ~~December~~OUR 31BUSINESS, ~~2012.~~THEN ~~There~~WE ~~were~~MAY noHAVE ~~related~~TO ~~party~~SCALE ~~operating~~BACK ~~expenses~~OR ~~for~~EVEN ~~the~~CEASE ~~year~~OUR ~~ended December~~ONGOING ~~31,~~BUSINESS ~~2011~~OPERATIONS. ~~The services provided by the related parties were administrative consulting and test and development consulting. There are no ongoing contracts with these companies.~~

~~Expenses~~We ~~include~~have ~~primary~~a ~~support~~limited ~~personnel~~operating ~~and~~history. ~~drivers~~Our ~~registration and~~operations ~~licenses~~will ~~required~~be ~~for~~subject ~~entry~~to inall ~~select~~the ~~sanctioned~~risks ~~racing~~inherent ~~events,~~in ~~travel~~the ~~and~~establishment ~~lodging~~of ~~consisting~~a ofdeveloping ~~ground~~enterprise and ~~air~~the ~~travel~~uncertainties ~~expenses, rental~~arising ~~cars~~from ~~fees,~~the ~~local~~absence ~~bus~~of ~~transportation~~a ~~and~~significant ~~hotel~~operating ~~expenses;~~history. ~~marketing~~We ~~and~~have ~~promotion~~generated ~~expenses~~positive earnings, ~~legal~~however, ~~and~~there ~~accounting;~~can ~~engineers and~~be ~~related~~no ~~consultants,~~assurance ~~replacement~~that ~~parts,~~we ~~fuels,~~will ~~lubricants~~continue ~~and~~to ~~tires;~~operate ~~service~~profitably. ofIf ~~all~~our ofbusiness ~~the~~plan ~~Companies~~is ~~unsecured~~not ~~debt~~successful, and ~~miscellaneous expenses~~we ~~consisting~~are ofnot ~~specialty~~able ~~vinyl~~to ~~and~~operate ~~lettering~~profitably, ~~apparel,~~investors anmay ~~fees~~lose ~~for~~some ~~testing~~or all of their investment in our company.

~~Depreciation~~ 18

~~Depreciation~~WE isMAY ~~included~~NEED inADDITIONAL ~~operating~~CAPITAL ~~expenses~~TO ~~and~~FUND ~~for~~OUR ~~the twelve months ended December 31, 2012 were $32,000, representing a decrease of $1,571 or 5%, as compared to $33,571 for the same period in 2011~~OPERATIONS. ~~Certain fixed assets of the Company were fully depreciated in the prior year; therefore no depreciation was taken on those assets in 2012 and depreciation expense decreased.~~

~~Interest~~We will ~~Income~~require additional capital to fund the anticipated expansion of our business and to pursue targeted revenue opportunities. We are currently contemplating a capital raise of up to $10 million. However, we cannot assure you that we will be able to raise additional capital. If we are able to raise additional capital, we do not know what the terms of any such capital raising would be, and whether they will be on terms acceptable to us. In addition, any future sale of our equity securities would dilute the ownership and control of our current shareholders and could be at prices substantially below prices at which our shares currently trade. Our inability to raise capital could require us to significantly curtail or terminate our operations.

~~The~~OUR ~~Company~~FAILURE ~~had~~TO noMANAGE ~~interest~~GROWTH ~~income~~EFFECTIVELY inCOULD ~~the~~IMPAIR ~~twelve~~OUR ~~months ending December 31, 2012 and $1,286 for the corresponding period in 2011~~BUSINESS. ~~The decrease of $1,286 is due to the Company having very little cash on hand during 2012.~~

~~Interest~~Our ~~Expense~~business strategy envisions a period of rapid growth that may put a strain on our administrative, operational resources and funding requirements. Our ability to effectively manage growth will require us to continue to expand the capabilities of our operational and management systems and to attract, train, manage and retain qualified personnel. There can be no assurance that we will be able to do so, particularly if losses continue and we are unable to obtain sufficient financing. If we are unable to successfully manage growth, our business, prospects, financial condition, and results of operations could be adversely affected.

~~Interest~~OUR ~~expense~~PLANS ~~for~~ARE ~~the~~DEPENDENT ~~twelve~~UPON ~~months~~KEY ~~ended~~INDIVIDUALS ~~December~~AND ~~31,~~THE ~~2012 was~~ABILITY ~~$1,306,~~TO ~~representing~~ATTRACT aQUALIFIED ~~decrease of $216 or 14%, compared to $1,522 for the same period in 2011~~PERSONNEL. ~~The decrease in the interest expense is due to the decrease in the indebtedness of the Company.~~

~~Net~~In ~~Loss~~order to execute our business plan, we will be dependent on Mark Mirken, our Chief Executive Officer and Director and Genifer Murray, our founder, President, and Director, as well as other key personnel. The loss of any of the foregoing individuals could have a material adverse effect upon our business prospects. Moreover our success continues to depend to a significant extent on our ability to identify, attract, hire, train and retain qualified professional, creative, technical and managerial personnel. Competition for such personnel is intense, and there can be no assurance that we will be successful in identifying, attracting, hiring, training, and retaining such personnel in the future. If we are unable to hire, assimilate and retain such qualified personnel in the future, our business, operating results, and financial condition could be materially adversely effected. We may also depend on third party contractors and other partners, to assist with the execution of our business plan. There can be no assurance that we will be successful in either attracting and retaining qualified personnel, or creating arrangements with such third parties. The failure to succeed in these endeavors would have a material adverse effect on our ability to consummate our business plans.

~~The~~We ~~net~~have ~~loss~~taken ~~for~~various ~~the~~steps ~~twelve~~to ~~months~~address ~~ended~~our ~~December~~ability ~~31,~~to ~~2012 was~~retain ~~$27,775,~~our ~~representing~~key aemployees. ~~decrease~~We ofhave ~~$127,544~~nondisclosure orand ~~82%~~non-compete ~~compared~~agreements towith aall ~~loss~~ of ~~$155,319~~our ~~for~~employees. In ~~the~~addition, ~~same~~our ~~period~~key inemployees ~~2011.~~also ~~The~~have ~~decrease in~~received ~~the~~stock ~~annual~~grants ~~loss~~which ~~for~~vest ~~2012~~over isthree ~~attributable~~years toand anthe ~~increase~~unvested inportions ~~revenue~~thereof ~~related~~would tobe ~~events~~forfeited ~~and~~if ~~consulting~~they ~~income~~elected ~~and~~to anleave ~~effort by~~ the Company toor ~~control~~were ~~costs~~terminated.

20OUR LACK OF PATENT AND/OR COPYRIGHT PROTECTION AND ANY UNAUTHORIZED USE OF OUR PROPRIETARY INFORMATION AND TECHNOLOGY, MAY ADVERSELY AFFECT OUR BUSINESS.

~~Liquidity~~We &currently ~~Capital~~rely ~~Resources~~on a combination of protections by contracts, including confidentiality and nondisclosure agreements, and common law rights, such as trade secrets, to protect our intellectual property. However, we cannot assure you that we will be able to adequately protect our technology or other intellectual property from misappropriation in the U.S. and abroad. This risk may be increased due to the lack of any patent and/or copyright protection. Any patent issued to us could be challenged, invalidated or circumvented or rights granted thereunder may not provide a competitive advantage to us. Furthermore, patent applications that we filed may not result in issuance of a patent, or, if a patent is issued, the patent may not be issued in a form that is advantageous to us. Despite our efforts to protect our intellectual property rights, others may independently develop similar products, duplicate our products or design around our patents and other rights. In addition, it is difficult to monitor compliance with, and enforce, our intellectual property rights on a worldwide basis in a cost-effective manner. In jurisdictions where foreign laws provide less intellectual property protection than afforded in the U.S., our technology or other intellectual property may be compromised, and our business could be materially adversely affected. If any of our proprietary rights are misappropriated or we are forced to defend our intellectual property rights, we will have to incur substantial costs. Such litigation could result in substantial costs and diversion of our resources, including diverting the time and effort of our senior management, and could disrupt our business, as well as have a material adverse effect on our business, prospects, financial condition and results of operations. We can provide no assurance that we will have the financial resources to oppose any actual or threatened infringement by any third party. Furthermore, any patent or copyrights that we may be granted may be held by a court to infringe on the intellectual property rights of others and subject us to the payment of damage awards.

~~Cash~~19

~~Our~~WE ~~primary~~MAY ~~source~~BE ofSUBJECT ~~liquidity~~TO isCLAIMS ~~cash~~WITH ~~provided~~RESPECT byTO ~~financing activities.~~THE ~~Net~~INFRINGEMENT ~~cash~~OF ~~used~~INTELLECTUAL inPROPERTY ~~operations~~RIGHTS ~~for~~OF ~~the year ended December 31~~OTHERS, ~~2012~~WHICH ~~was~~COULD ~~$56,190~~RESULT asIN ~~compared~~SUBSTANTIAL toCOSTS ~~$12,240~~AND ~~for~~DIVERSION ~~the~~OF ~~same~~OUR ~~period in~~FINANCIAL ~~2011.~~AND ~~The~~MANAGEMENT ~~increase in the use of cash was due to an increase in activities related to events and consulting business~~RESOURCES.

~~Liquidity~~Third parties may claim that we are infringing on their intellectual property rights. We may violate the rights of others without our knowledge. We may expose ourselves to additional liability if we agree to indemnify our clients against third party infringement claims. While we know of no basis for any claims of this type, the existence of and ownership of intellectual property can be difficult to verify and we have not made an exhaustive search of all patent filings. Additionally, most patent applications are kept confidential for twelve to eighteen months, or longer, and we would not be aware of potentially conflicting claims that they make. We may become subject to legal proceedings and claims from time to time relating to the intellectual property of others in the ordinary course of our business. If we are found to have violated the intellectual property rights of others, we may be enjoined from using such intellectual property, and we may incur licensing fees or be forced to develop alternative technology or obtain other licenses. In addition, we may incur substantial expenses in defending against these third party infringement claims and be diverted from devoting time to our business and operational issues, regardless of the merits of any such claim. In addition, in the event that we recruit employees from other companies, including certain potential competitors, we may become subject to claims that such employees have improperly used or disclosed trade secrets or other proprietary information. If any such claims were to arise in the future, litigation or other dispute resolution procedures might be necessary to retain our ability to offer our current and future services, which could result in substantial costs and diversion from financial and management resources. Successful infringement or licensing claims against us may result in substantial monetary damages, which may materially disrupt the conduct of our business and have a material adverse effect on our reputation, business financial condition and results of operations. Even if intellectual property claims brought against us are without merit, they could result in costly and time consuming litigation, and may divert our management and key personnel from operating our business.

~~The~~SECURITY ~~accompanying~~BREACHES ~~consolidated~~AND ~~financial~~OTHER ~~statements~~DISRUPTIONS ~~have~~COULD ~~been prepared~~COMPROMISE ~~assuming~~OUR ~~that~~INFORMATION ~~the~~AND ~~Company~~EXPOSE ~~will~~US ~~continue~~TO ~~as a going concern. The Company incurred a net loss of $27~~LIABILITY,~~775~~ ~~and~~WHICH ~~utilized~~COULD ~~cash in~~CAUSE ~~operating~~OUR ~~activities~~BUSINESS ofAND ~~$56,190~~REPUTATION ~~during~~TO ~~the twelve months ended December 31, 2012~~SUFFER. ~~These matters raise substantial doubt about the Company’s ability to continue as a going concern. (See "Stockholder Matters" below.)~~

~~Cash~~In ~~Flows~~the ~~for~~ordinary course of our business, we collect and store sensitive data, including intellectual property, our proprietary business information and that of our customers, and personally identifiable information of our employees on our networks. The secure processing, maintenance and transmission of this information is critical to our operations and business strategy. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the ~~Year~~information ~~Ended~~stored ~~December~~there 31could be accessed, ~~2012~~publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, disrupt our operations and the services we provide to customers, and damage our reputation, and cause a loss of confidence in our services, which could adversely affect our business/operating margins, revenues and competitive position.

~~Operating~~AS ~~activities~~A ~~for~~PUBLIC ~~the twelve months ended December 31~~COMPANY, ~~2012~~ ~~used~~WE ~~$56,190~~ARE inREQUIRED ~~cash.~~TO ~~The~~INCUR ~~Company~~SUBSTANTIAL ~~had no accounts receivable for the years ended December 31, 2012 and 2011~~EXPENSES. The Company had current liabilities for the year ended December 31, 2012 of $29,946 compared to $57,548 for the same period ended December 31, 2011. The decrease of $27,602 for 2012 was related to cash payments on certain debt obligations of the Company.

~~The~~We ~~Company~~are ~~had~~subject ~~accrued~~to ~~interest~~the ~~payable~~ periodic reporting requirements of ~~$62~~the ~~for~~Exchange Act, which requires, among other things, review, audit, and public reporting of our financial results, business activities, and other matters. SEC regulations, including regulations enacted as a result of the ~~year~~Sarbanes-Oxley ~~ended~~Act ~~December~~of 312002, ~~2012~~have ~~compared~~also substantially increased the accounting, legal, and other costs related to ~~$573~~compliance ~~for~~with ~~the~~SEC ~~year~~reporting ~~ending~~obligations. ~~2011~~If we do not have current information about our Company available to market makers, they will not be able to trade our stock. The ~~decrease~~public company costs of ~~$511~~preparing isand ~~related~~filing annual and quarterly reports, and other information with the SEC will cause our expenses to be higher than they would be if we were privately-held. These increased costs may be material and may include the ~~decrease~~ hiring of additional employees and/or the retention of additional advisors and professionals. Our failure to comply with the federal securities laws could result in private or governmental legal action against us and/or our officers and directors, which could have a detrimental effect on our business and finances, the ~~Company’s~~value ~~debt~~of our stock, and the ability of stockholders to resell their stock.

Cash flows provided by financing activities for the year ended December 31, 2012 were $32,813. For the year ended December 31, 2011, cash flows used in financing activities were $4,395. The increase of $37,208 was related to short-term borrowings made during 2012 to pay for operations.20

~~Stockholder~~RISKS ~~Matters~~RELATED TO OUR COMMON STOCK

~~Total~~OUR ~~stockholder’s~~OFFICERS ~~equity~~AND ~~was~~DIRECTORS ~~$2,054~~OWN onA ~~December~~LARGE ~~31, 2012,~~AMOUNT ~~compared~~OF toOUR ~~$29~~COMMON STOCK,~~829~~ onARE ~~December~~IN ~~31,~~A ~~2011.~~POSITION ~~The~~TO ~~decrease~~AFFECT ofALL ~~$27~~MATTERS REQUIRING SHAREHOLDER APPROVAL,~~775~~ isWHICH ~~directly~~MAY ~~related~~LIMIT toMINORITY ~~the~~SHAREHOLDERS’ ~~loss~~ABILITIY ~~for~~TO ~~the~~INFLUENCE ~~year~~CORPORATE AFFAIRS.

~~Management~~As of ~~expects~~June to15, ~~raise~~2015 ~~$125~~our officers and directors beneficially own an aggregate of 14,350,000 inshares ~~capital~~of ~~through the~~our ~~issuance~~common stock. We have 65,164,704 outstanding shares of ~~debt~~common ~~and~~stock. Our ~~equity~~officers and ~~believes~~directors beneficially itown ~~will~~approximately be43.3% ~~able~~of toour ~~raise~~outstanding ~~sufficient~~common ~~capital~~stock ~~over~~at ~~the~~December ~~next~~31, ~~twelve~~2014. ~~months~~These persons are in a position to significantly ~~finance~~affect ~~operations~~all matters requiring shareholder approval, including the election of directors. The interests of our ~~However~~officers, ~~there~~directors ~~can~~and betheir noaffiliates ~~assurances~~may ~~that~~differ from the ~~Company~~interests ~~will~~of beother ~~successful~~shareholders inwith ~~this~~respect ~~regard~~to orthe ~~will~~issuance beof shares, ~~able~~business transactions with or sales to ~~eliminate~~other ~~its~~companies, ~~operating~~selection of officers and directors and other business ~~losses~~decisions. The ~~accompanying~~minority ~~financial~~shareholders ~~statements~~would dobe ~~not~~severely ~~contain~~limited ~~any~~in ~~adjustments~~their ~~which~~ability to override their decisions. This level of control may bealso ~~required~~have asan aadverse impact on the market value of our shares because they may institute or undertake transactions, policies or programs that result in losses, may not take steps to increase our visibility in the financial community and/or may sell sufficient numbers of ~~this~~shares ~~uncertainty~~to significantly decrease our price per share.

~~For~~TRADING ~~the~~IN ~~next~~OUR ~~fiscal~~COMMON ~~year,~~STOCK ~~management~~HAS ~~estimates~~BEEN ~~that the cost of operating the business will continue to require additional capital of up to One Hundred Twenty Five Thousand dollars ($125~~LIMITED,~~000) consisting~~ ~~of:~~THERE ~~$5,000~~IS ~~for~~NO ~~primary~~SIGNIFICANT ~~support~~TRADING ~~personnel~~MARKET ~~and~~FOR ~~drivers~~OUR ~~registration~~COMMON ~~and licenses required for entry in select sanctioned racing events; $10~~STOCK,~~000~~ ~~for~~AND ~~travel~~PURCHASERS ~~and~~OF ~~lodging~~OUR ~~consisting~~COMMON ofSTOCK ~~ground~~MAY ~~and~~BE ~~air~~UNABLE ~~travel~~TO ~~expenses,~~SELL ~~rental~~THEIR cars fees, local bus transportation and hotel expenses; $3,000 for marketing and promotion; $20,000 for legal and accounting; $10,000 for engineers and consultants; $25,000 for replacement parts, $15,000 for fuels, lubricants and tires; $7,000 for event day racecar tractor and transporter rental; $15,000 for service of all of the Companies unsecured debt, and $15,000 in miscellaneous expenses consisting of specialty vinyl and lettering services and apparel for competition vehicles, crew members and drivers expenses; fees for utilization of tracks for testing, non- race day fuel and tires, potential marketing costs for sponsors admission fees credentials and hosting costsSHARES.

21Our common stock is currently eligible for quotation on the OTC Pink market, however trading to date has been limited. If activity in the market for shares of our common stock does not increase, purchasers of our shares may find it difficult to sell their shares. We currently do not meet the initial listing criteria for any registered securities exchange, including the Nasdaq Stock Market. The OTC Pink market is a less recognized market than the foregoing exchanges and is often characterized by low trading volume and significant price fluctuations. These and other factors may further impair our stockholders’ ability to sell their shares when they want to and/or could depress our stock price. As a result, stockholders may find it difficult to dispose of, or obtain accurate quotations of the price of our securities because smaller quantities of shares could be bought and sold, transactions could be delayed and security analyst and news coverage of our Company may be limited. These factors could result in lower prices and larger spreads in the bid and ask prices for our shares of common stock.

~~The~~APPLICABLE ~~Company~~SEC ~~intends~~RULES toGOVERNING ~~hold~~THE ~~discussions~~TRADING ~~with~~OF ~~existing~~“PENNY ~~shareholders, new~~STOCKS” ~~prospective~~MAY ~~shareholders~~LIMIT ~~and~~THE ~~various~~TRADING ~~lenders~~AND inLIQUIDITY ~~pursuing~~OF ~~the~~OUR ~~capital~~COMMON weSTOCK ~~need~~WHICH ~~for~~MAY ~~the~~AFFECT ~~upcoming~~THE ~~twelve~~TRADING ~~months~~PRICE ofOF ~~operations~~OUR COMMON STOCK.

~~Additionally~~Our common stock is a “penny stock” as defined under Rule 3a51-1 of the Exchange Act, and is accordingly subject to SEC rules and regulations that impose limitations upon the ~~Company~~manner ~~may~~in ~~elect~~which our common stock can be publicly traded. Penny stocks generally are equity securities with a per share price of less than $5.00 (other than securities registered on some national securities exchanges or quoted on NASDAQ). The penny stock rules require a broker-dealer, prior to ~~draw~~a ~~down~~transaction ~~additional proceeds~~in a penny stock not otherwise exempt from ~~its~~the ~~$450~~rules,~~000~~ ~~line~~to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of ~~credit~~risks in the penny stock market. The broker-dealer also must provide the customer with ~~General~~current ~~Pacific~~bid ~~Partners~~and offer quotations for the penny stock, ~~LLC~~the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s account. In ~~There~~addition, ~~can~~broker-dealers bewho nosell ~~assurance~~these securities to persons other than established customers and “accredited investors” must make a special written determination that wethe ~~will~~penny bestock ~~able~~is a suitable investment for the purchaser and receive the purchaser’s written agreement to ~~raise~~ the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, ~~additional~~of ~~equity~~our orcommon ~~debt~~stock ~~capital~~and reducing the liquidity of an investment in our common stock.

AsWE ofHAVE ~~December~~OUTSTANDING ~~31,~~SHARES ~~2012~~OF ~~and~~PREFERRED ~~2011,~~STOCK ~~there~~WITH ~~was~~RIGHTS noAND ~~debt~~PREFERENCES ~~drawn~~SUPERIOR ~~on the~~TO ~~line~~THOSE ofOF ~~credit~~OUR COMMON STOCK.

~~Additionally,~~The ~~the~~issued ~~Company~~and ~~may~~outstanding ~~elect~~shares toof ~~draw~~Series ~~down~~A ~~additional proceeds~~Cumulative ~~from~~Convertible ~~its~~Preferred ~~$450,000~~Stock ~~line~~grant the holders of ~~credit~~such ~~with~~preferred ~~General~~stock ~~Pacific~~anti-dilution, ~~Partners~~voting, ~~LLC.~~dividend ~~There~~and ~~can~~liquidation berights ~~no assurance~~ that weare ~~will~~superior beto ~~able~~those ~~to raise~~held ~~any~~by ~~additional~~the ~~equity~~holders orof ~~debt~~our ~~capital~~common stock. AsThe issuance of ~~December~~shares ~~31,~~of ~~2012~~common ~~and~~stock ~~2011~~in the future, ~~there~~issuances ~~was~~or nodeemed ~~debt~~issuances ~~drawn~~of onadditional shares of common stock for a price below the ~~line~~applicable preferred stock conversion price (currently $0.01664 per share), will have the effect of ~~credit~~diluting current shareholders.

The Compny has a line of credit with a bank for $9,600, which is guaranteed by the majority shareholder. Interest on the outstanding balance accrues at 13.75% per annum. As of December 31, 2012 and 2011, the outstanding balance was $8,677 and $9,201 respectively. 21

~~The~~IF ~~Company’s~~WE ~~capital~~FAIL ~~requirements~~TO ~~consist~~ESTABLISH ofAND ~~general working~~MAINTAIN ~~capital~~AN ~~needs,~~EFFECTIVE ~~scheduled~~SYSTEM ~~principal~~OF ~~and~~INTERNAL ~~interest~~CONTROL, ~~payments~~WE onMAY ~~debt~~NOT ~~when~~BE ~~required,~~ABLE ~~obligations,~~TO ~~and~~REPORT ~~capital~~OUR ~~expenditures. The~~FINANCIAL ~~Company’s~~RESULTS ~~capital~~ACCURATELY ~~resources~~OR ~~consist~~PREVENT ~~primarily~~FRAUD. ofANY ~~cash~~INABILITY ~~generated~~TO ~~from~~REPORT ~~proceeds~~AND ~~through~~FILE ~~the~~OUR ~~issuances~~FINANCIAL ofRESULTS ~~common~~ACCURATELY ~~stock. At~~AND ~~December~~TIMELY ~~31,~~COULD ~~2012,~~HARM ~~the~~OUR ~~Company~~REPUTATION ~~had~~AND ~~$450,000~~ADVERSELY ~~available~~IMPACT onTHE ~~its~~TRADING ~~line~~PRICE ofOF ~~credit~~OUR COMMON STOCK.

~~ITEM~~Effective 7Ainternal control is necessary for us to provide reliable financial reports and prevent fraud. ~~QUANTITATIVE~~If ~~AND~~we ~~QUALITATIVE~~cannot ~~DISCLOSURES~~provide ~~ABOUT~~reliable ~~MARKET~~financial ~~RISK~~reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. As a result, our small size and any current internal control deficiencies may adversely affect our financial condition, results of operation and access to capital. We have not performed an in-depth analysis to determine if historical un-discovered failures of internal controls exist, and may in the future discover areas of our internal control that need improvement.

AsPUBLIC aCOMPANY ~~"smaller~~COMPLIANCE ~~reporting~~MAY ~~company"~~MAKE asIT ~~defined~~MORE byDIFFICULT ~~Item 10~~TO ofATTRACT ~~Regulation~~AND ~~S-K,~~RETAIN weOFFICERS ~~are~~AND ~~not required to provide information required by this Item~~DIRECTORS.

~~ITEM~~The 8Sarbanes-Oxley Act and rules implemented by the SEC have required changes in corporate governance practices of public companies. ~~FINANCIAL~~As ~~STATEMENTS~~a ~~AND~~public ~~SUPPLEMENTARY~~company, ~~DATA~~we expect these rules and regulations to increase our compliance costs in 2015 and beyond and to make certain activities more time consuming and costly. As a public company, we also expect that these rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers, and to maintain insurance at reasonable rates, or at all.

~~Our~~BECAUSE ~~consolidated~~WE ~~financial~~BECAME ~~statements~~PUBLIC ~~and~~BY ~~the~~MEANS ~~notes~~OF ~~thereto begin~~A onREVERSE ~~page~~MERGER, ~~F-1~~WE ofMAY ~~this~~NOT ~~Annual~~BE ~~Report~~ABLE TO ATTRACT THE ATTENTION OF MAJOR BROKERAGE FIRMS.

~~ITEM~~There 9may be risks associated with us becoming public through a “reverse merger.” ~~CHANGES~~Securities INanalysts ~~AND~~of ~~DISAGREEMENTS~~major ~~WITH~~brokerage ~~ACCOUNTANTS~~firms ONmay ~~ACCOUNTING~~not ~~AND~~provide ~~FINANCIAL~~coverage ~~DISCLOSURES~~of us since there is no incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will, in the future, want to conduct any offerings on behalf of our post-merger company.

~~None~~OUR OPERATING RESULTS MAY FLUCTUATE CAUSING VOLATILITY IN OUR STOCK PRICE.

~~ITEM~~Our 9Aoperating results may fluctuate as a result of a number of factors, many of which are outside of our control. ~~CONTROLS~~The ~~AND~~following ~~PROCEDURES~~factors may affect our operating results causing volatility in our stock price:

~~Internal~~● ~~Control~~Our ~~Over~~ability ~~Financial~~to ~~Reporting.~~execute our business plan;

~~Our~~● ~~management is responsible for establishing and maintaining adequate internal control over financial reporting.~~ Our ~~internal~~ability ~~control system was designed~~ to ~~provide reasonable~~compete ~~assurance to our management and Board of Directors regarding the preparation and fair presentation of financial statements.~~effectively;

~~All~~● ~~internal~~Our ~~controls~~ability over financial reporting, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention or overriding of controls. Therefore, even effective internal control over financial reporting can provide only reasonable, and not absolute, assurance with respect to ~~financial~~continue statement preparation and presentation. Further, because of changes in conditions, the effectiveness of internal controls over financial reporting may vary over time. Because of its inherent limitations, internal control over financial reporting may also fail to ~~prevent~~attract ~~or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.~~consumers;

As● ofThe ~~December~~amount ~~31, 2012, we carried out an evaluation, under the supervision~~ and ~~with~~timing ~~the participation~~ of ~~our~~operating ~~management,~~costs ~~including Roy C. Montgomery, our Chief Executive Officer~~ and ~~Timothy~~capital J.expenditures ~~Koziol,~~related ~~our~~to ~~Chief~~the ~~Financial~~maintenance ~~Officer~~ and ~~principal~~expansion ~~financial officer,~~ of ~~the effectiveness of~~ our ~~internal control over financial reporting pursuant to Rule 13a-15 under the Securities Exchange Act of 1934~~business, asoperations amended (the “Exchange Act”). In making its assessment of internal control over financial reporting, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on this evaluation, our Chief Executive Officer and principal financial officer concluded that, as of December 31, 2012, our internal control over financial reporting was not effective due to the material weakness in our internal control over financial reporting identified below.infrastructure;

~~Disclosure~~● ~~Controls~~General economic conditions and ~~Procedures.~~those economic conditions specific to cannabis industry; and

As● ofOur ~~December~~ability ~~31,~~to ~~2012~~attract, wemotivate ~~carried out an evaluation, under the supervision~~ and ~~with~~retain the participation of our management, including Roy C. Montgomery our Chief Executive Officer, and Timothy J. Koziol our Chief Financial Officer, and principal financial officer, of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to Rule 13atop-15quality ~~under the Exchange Act~~employees. Based upon the evaluation, our Chief Executive Officer and principal accounting officer concluded that, as of December 31, 2012, the disclosure controls and procedures were not effective due to the material weakness in our internal control over financial reporting identified below.

~~Management’s~~OUR ~~Discussion~~STOCK ofPRICE ~~Material~~MAY ~~Weakness~~BE VOLATILE.

~~Management~~The ~~has~~market ~~identified~~price ~~the~~of ~~following groups~~our ofcommon ~~control~~stock ~~deficiencies,~~is ~~each~~highly ofvolatile ~~which~~and ~~represents~~subject ato ~~material~~wide ~~weakness~~fluctuations in ~~our~~price ~~internal~~in ~~control~~response ~~over~~to ~~financial~~various ~~reporting as~~factors, some of ~~December~~which ~~31,~~are ~~2012~~beyond our control. These factors include:

·● ~~Due~~Changes to our limited resources, our accounting records, policies and procedures were not adequately maintained or documented and our management has limited technical accounting knowledge. · We did not maintain appropriate cash controls. As of December 31, 2012, we have not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on our bank accounts. However, the effects of poor cash controls were mitigated by the fact that we had limited transactions in our bank accounts. · We are dependent on outside advisers for the preparation of our financial statements and these advisors are not sufficiently conversant with all our activities to be able to ensure they are reported on an accurate and timely basis. · Our executives, directors and shareholders have business relationships requiring them to advise, manage and/or provide services to other businesses. We have engaged in transactions with some of these businesses. Due to the wide-ranging network of contacts and business relationships of our executives, directors and shareholders, we were not always able to devote sufficient resources to identify, monitor and report all transactions with such businesses in a timely manner.industry;

~~Management~~● ofCompetitive ~~the~~pricing Company takes very seriously the strength and reliability of the internal control environment of the Company. However, in view of the limited financial resources available as of December 31, 2012, the Company was unable to adequately address the control deficiencies.pressures;

~~Management~~● ~~acknowledges~~Our ~~its~~ability ~~responsibility for internal controls over financial reporting and, subject~~ to ~~available~~obtain ~~cash,~~working ~~will~~capital seek to improve those controls. In order to achieve compliance with Section 404 of the Act subject to available cash, we will perform the system and process documentation and evaluation needed to comply with Section 404, which is both costly and challenging.financing;

~~Changes~~● inQuarterly ~~Internal~~variations ~~Control~~in ~~over~~our ~~Financial~~results ~~Reporting.~~of operations;

~~There~~● ~~have~~Changes ~~been no changes~~ in ~~our~~estimates ~~internal~~of ~~controls over financial reporting during the year ended December 31, 2012 that has materially affected, or is reasonably likely to materially affect,~~ our ~~internal controls over~~ financial ~~reporting.~~results;

23● Investors’ general perception of us;

~~Attestation~~● ~~Report~~Disruption ofto ~~the~~our ~~Registered Public Accounting Firm~~operations;

~~This~~● ~~Annual~~The ~~Report~~emergence ~~does not include an attestation report~~ of ~~our~~ ~~registered~~new ~~public~~sales ~~accounting~~channels ~~firm~~in ~~regarding~~which ~~internal~~we ~~control~~are ~~over~~unable ~~financial reporting. As a smaller reporting company, management’s report is not subject~~ to ~~attestation~~compete ~~by our registered public accounting firm.~~effectively;

~~ITEM~~● ~~9B.~~Commencement ~~OTHER~~of, ~~INFORMATION~~or our involvement in, litigation;

~~None.~~● Any major change in our board or management; and

~~PART~~● ~~III~~Changes in governmental regulations or in the status of our regulatory approvals.

~~ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~23

~~Current~~WE ~~Executive~~HAVE ~~Officers~~NOT ~~and~~PAID ~~Directors~~DIVIDENDS IN THE PAST AND DO NOT EXPECT TO PAY DIVIDENDS IN THE FUTURE. ANY RETURN ON INVESTMENT MAY BE LIMITED TO THE VALUE OF OUR COMMON STOCK.

~~The~~We ~~following~~have ~~table~~never ~~sets~~paid ~~forth~~cash ~~information~~dividends ~~regarding~~on ~~the~~our ~~Company’s current~~common ~~executive~~stock ~~officers~~ and ~~directors~~do ofnot anticipate doing so in the ~~Company~~foreseeable future. The ~~Board~~payment of ~~Directors~~dividends ison ~~comprised~~our common stock will depend on earnings, financial condition and other business and economic factors affecting us at such time as our board of ~~only~~directors ~~one~~may ~~class~~consider relevant. The ~~Except~~Series asA ~~otherwise described~~Preferred ~~below~~shares carry an annual 8% per share cumulative dividend, ~~all~~payable ofwhen and if declared by the ~~directors~~Board ~~will~~of ~~serve~~Directors ~~until~~and ~~the~~prior ~~next~~and ~~annual~~in ~~meeting~~preference to payment of ~~stockholders~~any ordividends ~~until~~on ~~their~~the ~~successors~~common ~~are~~stock. In ~~elected and~~addition, ~~qualified~~upon a liquidation event, orthe ~~until~~Company ~~their~~shall ~~earlier~~first ~~death,~~pay ~~retirement,~~to ~~resignation~~the orholders ~~removal~~of the Series A Preferred Shares an amount per share equal to $1.00 ~~Also~~per ~~provided~~Series ~~herein~~A ~~are~~Preferred ~~brief~~Share ~~descriptions~~plus accrued and unpaid dividends on each Share of Series A Preferred Stock (the ~~business~~“Series ~~experience~~A Preferred Amount”). After full payment of ~~each~~the ~~director~~liquidation ~~and~~preference ~~executive~~amount ~~officer~~to ~~during~~the holders of the ~~past~~Series ~~five~~A ~~years~~Preferred Shares, the ~~specific~~Company ~~experience,~~will ~~qualifications, attributes~~then ordistribute ~~skills~~the ~~that~~remaining ~~led~~assets to holders of common stock, other junior preferred shares (if any) and the ~~conclusion~~Series ~~that~~A ~~such~~Preferred ~~person~~Shares ~~should~~on ~~serve~~an as-if-converted basis. If we do not pay dividends, our common stock may be less valuable because a ~~director~~return ~~and~~on anyour ~~indication~~investment ofwill ~~directorships held~~only byoccur ~~each~~if ~~director~~our instock ~~other~~price ~~companies~~appreciates, ~~subject~~and tomay ~~the~~become ~~reporting~~worthless ~~requirements~~if ~~under~~a liquidation event occurs based on the ~~federal~~Series ~~securities~~A ~~laws~~Preferred Share preference .

Name	Age	Position
Roy C. Montgomery	45	Chairman of the Board & CEO, Director
Timothy J. Koziol Ronald E. Norwood	53 45	Chief Financial Officer Chief Operating Officer, Secretary & Treasurer

OUR SHARES OF COMMON STOCK ARE VERY THINLY TRADED, AND THE PRICE MAY NOT REFLECT OUR VALUE AND THERE CAN BE NO ASSURANCE THAT THERE WILL BE AN ACTIVE MARKET FOR OUR SHARES OF COMMON STOCK EITHER NOW OR IN THE FUTURE.

~~Roy~~Our C.shares ~~Montgomery—~~of ~~Presently~~common ~~through~~stock ~~2004~~are very thinly traded, ~~Mr. Montgomery~~only ~~has~~a ~~been~~small ~~involved~~percentage inof ~~private~~our ~~equity~~common ~~and~~stock ~~asset~~is ~~management~~available ~~firms~~to ~~with~~be ~~particular~~traded ~~focus~~and inis ~~equities~~held ~~management,~~by ~~structured investments,~~a ~~private~~small number of holders and ~~public~~the ~~financings~~price, ~~acquisitions~~if ~~and~~traded, ~~dispositions~~may ~~and~~not ~~corporate~~reflect ~~restructuring~~our actual or perceived value. HeThere iscan ~~the~~be ~~Chief~~no ~~Operations Officer~~assurance that there will be an active market for our shares of ~~General~~common ~~Pacific~~stock ~~Partners,~~either ~~LLC,~~now aor ~~southern~~in ~~California~~the ~~firm~~future. ~~providing~~The ~~direct~~market ~~equity~~liquidity ~~sponsorship~~will ~~and~~be ~~advisory~~dependent ~~services to~~on ~~public~~the ~~and~~perception ~~private~~of ~~companies. During~~our ~~this~~operating ~~period~~business, Mramong other things. ~~Montgomery~~We ~~was~~will ~~involved~~take ~~in various~~certain ~~motorsports~~steps ~~organizations~~ including utilizing investor awareness campaigns, press releases, road shows and ~~served~~conferences asto ~~the~~increase ~~Technical~~awareness ~~Director~~of our business and ~~consultant~~any steps that we might take to ~~various~~bring ~~racing~~us ~~companies~~to inthe ~~southern~~awareness ~~California. In~~of ~~2004, Montgomery~~investors ~~became~~may arequire ~~NASD~~that ~~securities~~we ~~licensed~~compensate ~~financial~~consultants ~~advisor~~with cash and/or astock. ~~representative~~There ofcan be no assurance that there will be any awareness generated or the ~~Northwestern~~results ~~Mutual~~of ~~Financial~~any ~~Network~~efforts will result in any impact on our trading volume. ~~From 2004~~ toConsequently, ~~1996~~investors ~~Montgomery~~may ~~entered~~not ~~into~~be aable ~~partnership~~to ~~with~~liquidate ~~his~~their ~~father~~investment ~~Chester~~or ~~Montgomery~~liquidate ~~developing~~it at a ~~large~~price ~~Manufacturing~~that ~~Facility specializing~~reflects inthe ~~large~~value ~~Sub-Sea~~of ~~wellhead~~the ~~components~~business and ~~was~~trading ~~named~~may ~~V.P.~~be at an inflated price relative to the performance of ~~Operations,~~our ~~directly~~company ~~involved~~due ~~with~~to, ~~manufacturing~~among other things, ~~purchasing and~~availability ~~engineering. From~~of ~~1994~~sellers toof ~~1993~~our ~~after~~shares. ~~Montgomery~~If ~~Machine~~a ~~was~~market ~~sold~~should develop, ~~Montgomery~~the ~~founded~~price amay ~~commercial~~be ~~service~~highly ~~company servicing~~volatile. ~~commercial~~Because ~~kitchen~~there ~~equipment~~may be a low price for ~~some~~our shares of ~~the~~common ~~largest~~stock, ~~nationally~~many ~~recognized~~brokerage ~~fast~~firms ~~food~~or ~~chains~~clearing infirms ~~the~~may ~~United~~not ~~States. From 1993~~be willing to ~~1986~~effect ~~managed~~transactions in the ~~early~~securities ~~stage~~or ~~efforts~~accept ofour ~~several~~shares ~~large~~for ~~volume/large~~deposit ~~capacity~~in ~~sub-sea~~an ~~well~~account. ~~head~~Even ~~manufacturing~~if ~~facilities in~~an ~~Houston,~~investor ~~Texas. Mr.~~finds ~~Montgomery~~a ~~was~~broker ~~responsible~~willing ~~for~~to ~~QA/QC~~effect ~~and~~a transaction in the ~~integration~~shares of ~~ISO~~our ~~1990/9002~~common ~~QA/QC~~stock, ~~control~~the ~~systems, a~~combination ~~nationally~~of ~~recognized~~brokerage ~~standard~~commissions, oftransfer ~~documented~~fees, ~~procedures~~taxes, if any, and ~~standards~~any ~~recognized~~other byselling ~~all~~costs ~~international~~may ~~suppliers~~exceed the selling price. ~~Montgomery has~~ ~~completed~~Further, ~~training~~many inlending ~~Computer~~institutions ~~Science~~will ~~and~~not ~~Mechanical~~permit ~~Engineering.~~the ~~Mr.~~use ~~Montgomery~~of ~~devotes~~low ~~approximately~~priced ~~25%~~shares of ~~his~~common ~~time~~stock ~~to our~~as ~~business~~collateral for any loans.

24OFFERS OR AVAILABILITY FOR SALE OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK MAY CAUSE THE PRICE OF OUR COMMON STOCK TO DECLINE.

~~Timothy~~If J.our ~~Koziol~~stockholders –sell ~~From~~substantial ~~2003~~amounts toof ~~the~~our ~~present, Mr.~~common ~~Koziol~~stock ~~has been an executive~~ in ~~environmental transportation industries in North America. He recently consulted on a multi-site Greenfield development of evaporative pond treatment facilities for~~ the ~~oil~~public &market, ~~gas~~including ~~industry~~shares issued in the ~~Rocky~~Private ~~Mountain~~Placement ~~area. Prior,~~upon ~~he began~~ the ~~restructuring~~effectiveness ~~and refinance~~ of ~~General~~the ~~Environmental~~registration ~~Management’s~~statement ~~predecessor~~required ~~company,~~to ~~HES.~~be ~~In the turnaround process~~filed, ~~Mr.~~or ~~Koziol~~upon ~~implemented accounting controls and systems to monitor~~ the ~~day-to-day~~expiration ~~financial position~~ of ~~the~~any ~~company,~~statutory ~~changed operational~~holding ~~policies~~period tounder ~~improve~~Rule ~~efficiencies~~144, ~~and~~it ~~implemented~~could ~~new~~create ~~sales~~a ~~and~~circumstance ~~marketing~~commonly ~~programs~~referred to ~~increase~~as ~~revenue.~~an ~~Mr.~~“overhang” ~~Koziol drove~~and ~~the~~in ~~growth~~anticipation of ~~GEM~~which, ~~from $2 million to $35 million in 6 years through~~ the ~~development~~market ~~and~~price ~~growth~~ of ~~underutilized~~our ~~acquired assets. Prior~~common tostock ~~joining~~could ~~GEM, Mr~~fall. ~~Koziol~~The ~~was~~existence ~~a principal~~ of ~~Fortress Funding, Inc.,~~ an ~~asset based lending company~~overhang, ~~where he~~whether ~~was~~or ~~responsible~~not ~~for~~sales ~~business~~have ~~development~~occurred ~~and~~or ~~underwriting. Mr.~~are ~~Koziol~~occurring, ~~was~~ also acould ~~principal~~make inmore ~~Global~~difficult ~~Vantage,~~our ~~Ltd.,~~ability ~~a private banking firm located in Newport Beach. Prior~~ to ~~his~~raise ~~work~~additional infinancing through the ~~financial~~sale ~~services~~of ~~industry,~~equity ~~Mr.~~or ~~Koziol~~equity-related ~~managed~~securities ~~a marketing consulting firm for national and regional clients. As a project manager Mr. Koziol built a division for Waste Management, Inc.~~ in ~~their hazardous waste arena in~~ the ~~Western~~future ~~Region. He~~at ~~has~~ a BAtime ~~from Wheaton College in Speech Communications~~ and aprice ~~MA (Magma~~that ~~Cum~~we ~~Laude)~~deem ~~from~~reasonable ~~the~~or ~~Wheaton Graduate School in Mass Communications~~appropriate. ~~Mr. Koziol dedicates 15% of his time to our business.~~

~~Ronald~~WE E.MAY ~~Norwood—Since~~APPLY ~~1985~~THE ~~Mr.~~PROCEEDS ~~Norwood~~OF ~~has~~THE ~~been a~~PRIVATE ~~real~~PLACEMENT ~~estate~~AND ~~owner,~~NOTE ~~developer~~PURCHASE ~~and~~AGREEMENT ~~property~~TO ~~manager~~USES ~~specializing~~THAT inULTIMATELY ~~residential~~DO ~~income~~NOT ~~and~~IMPROVE ~~single~~OUR ~~family~~OPERATING ~~homes. He~~RESULTS isOR ~~a founding~~INCREASE ~~principal~~THE ofVALUE ~~Norwood~~OF ~~Properties~~YOUR and handles responsibilities for originating and sourcing potential properties, directing acquisitions and dispositions and managing a staff that oversees day to day management of all real property assetsINVESTMENT. ~~Mr. Norwood has completed classes in Business Administration and Real Estate at the University of Houston. Mr. Norwood devotes up to 10% of his time to our business.~~

~~Involvement~~We intend to use the net proceeds from the Private Placement and Note Purchase Agreement for general working capital purposes. Funds will be spent on additional employees and marketing programs to attract customers to use our services. Additionally, funds will be spent on expansion of laboratories into other states other than Colorado and Connecticut. Our management will have broad discretion in ~~Certain~~how ~~Legal~~we ~~Proceedings~~use these proceeds. These proceeds could be applied in ways that do not ultimately improve our operating results or otherwise increase the value of an investment in our common stock.

~~None of our directors or executive officers has, during the past ten years:~~24

~~(a)~~ITEM ~~Had~~1B. ~~any~~UNRESOLVED ~~bankruptcy~~STAFF ~~petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;~~COMMENTS.

~~(b) Been convicted in a criminal proceeding or subject to a pending criminal proceeding;~~None.

~~(c)~~ITEM Been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities; and2. PROPERTIES.

~~(d)~~Our ~~Been~~principal ~~found~~offices byare acurrently ~~court~~located ofat ~~competent~~3888 ~~jurisdiction~~E. ~~(in~~Mexico aAvenue, ~~civil~~Suite ~~action)~~202, ~~the~~Denver, ~~Securities~~Colorado 80210. We also lease space for participating laboratories at 40 Weston Street, Hartford, Connecticut and ~~Exchange~~500 ~~Commission~~E. orCheyenne, North Las Vegas, Nevada 89030. We have a lease for the ~~Commodity~~E. ~~Futures~~Mexico ~~Trading~~location ~~Commission~~which toexpires in June 2016 at a monthly rental of $5,125. In Connecticut, we have ~~violated~~a lease which expires December 2019 at a ~~federal~~monthly orrental ~~state~~of ~~securities~~$5,103. In orNevada, ~~commodities~~we ~~law~~are not paying rent, ~~and~~however, ~~the~~our ~~judgment~~rental ~~has~~obligation ~~not~~will ~~been~~begin ~~reversed~~on March 15, ~~suspended~~2015 and will expire March 15, or2020 ~~vacated~~at a monthly rental of $12,000, plus two percent of revenue in excess of $2 million and 3% of revenue in excess of $4 million. We also lease additional space in other areas to house portions of our management team and other employees when our operations require such additional space.

~~Compliance~~ITEM ~~with~~3. LEGAL ~~Section 16(a) of the Exchange Act~~PROCEEDINGS.

~~Based~~Petition ~~solely~~for onDetermination ~~review~~ of ~~the~~Value ~~copies~~Pursuant ~~of such forms furnished~~ to ~~the Company, or written representations that no reports were required, the Company believes that for the year ended December 31,~~C.R.S. ~~2012~~§7-113-301 ~~our directors and executive officers complied with Section 16(a) filing requirements applicable to them.~~

~~Code~~On October 27, 2014, we filed a petition for determination of ~~Ethics~~value of shares in accordance with §7-113-301 of the Colorado Revised Statutes (the “CRS”). The respondent, Greg Drumm purchased an interest in Carbon Bond Holdings, LLC, a predecessor entity to our subsidiary, Carbon Bond Holdings, Inc. Following our acquisition of Carbon Bond on June 12, 2014, Mr. Drumm exercised his dissenter’s rights under §7-113-209 and demanded payment for his shares based upon his calculation of their fair value. The Company subsequently determined the fair value of Mr. Drumm’s shares in accordance with §7-113-206 of the CRS and submitted payment to Mr. Drumm. Mr. Drumm subsequently informed us that he was rejecting our offer. Accordingly, we have petitioned to the court to determine the fair value of Mr. Drumm’s shares. A two-day bench trial is scheduled to begin on October 13, 2015. We are confident in our calculation of the fair value of the shares; and are actively engaged in settlement discussions with Mr. Drumm, however, there can be no assurances as to the ultimate outcome of the matter.

OnMedical ~~December 15~~Marijuana, ~~2010,~~Inc. weand ~~adopted~~HempMeds aPX, ~~code~~LLC ofv. ~~ethics that applies~~CannLabs, ~~to our officers~~Inc., ~~directors~~Rifle ~~and employees~~Mountain, ~~including our chief executive officer~~LLC, ~~senior~~Genifer ~~executive~~Murray ~~officers,~~and ~~principal~~Jason ~~accounting officer~~Crawford, ~~and~~Superior ~~other~~Court ~~senior financial officers. A copy~~ of ~~our~~California, ~~code~~County of ~~ethics~~San ~~will also be provided to any person without charge~~Diego, ~~upon~~ ~~written~~Case ~~request sent to us at our offices located 111 Sunrise City Dr~~No. ~~Thomasville, NC 27360~~37-2014-00036039-CU-DF-CTL

25On October 22, 2014, plaintiffs, Medical Marijuana, Inc. and HempMeds PX, LLC filed a lawsuit against us, our President, Genifer Murray, Rifle Mountain, LLC and Jason Crawford alleging, among other things, that Ms. Murray posted false statements about the safety of the plaintiffs’ products on the Internet and that CannLabs, Rifle Mountain and Mr. Crawford intentionally interfered with plaintiffs’ existing prospective relationships with multiple individuals and companies. The plaintiffs are seeking damages in excess of $100 million. We believe that the case has been brought in an attempt to promote the plaintiff’s business and to disrupt our competitive position on the market. We filed a motion to quash service of summons for lack of personal jurisdiction as to the Company and Ms. Murray and the hearing was held on May 8, 2015. The motion was granted, and each of the Company and Ms. Murray was dismissed from the case for lack of personal jurisdiction.

~~Material~~Susan ~~Changes~~E. toHarriman ~~the~~v. ~~Procedures~~Steven byJames ~~which~~Kilts, ~~Security~~Genifer ~~Holders~~Murray, ~~May~~Carbon ~~Recommend~~Bond ~~Nominees~~Holdings, toLLC ~~the~~and ~~Board~~CannLabs, ofInc., ~~Directors~~District Court, Denver County, Colorado

On ~~December~~August 1529, ~~2010~~2014, weSusan ~~adopted a nominating committee charter~~E. ~~Under~~ ~~such~~Harriman ~~charter,~~filed ~~while~~a ~~there~~lawsuit ~~have~~against our ~~been~~Chief noTechnology ~~material~~Officer ~~changes~~and toChief ~~the~~Information ~~procedures~~Officer, bySteven ~~which~~Kilts, our ~~shareholders~~President, ~~may~~Genifer ~~recommend~~Murray, ~~nominees to~~Carbon ~~the~~Bond ~~board of directors~~Holdings, LLC, ~~the~~a ~~board~~predecessor ofentity ~~directors~~to ~~may~~our ~~take~~subsidiary, ~~into~~Carbon ~~consideration~~Bond asHoldings, ~~one~~Inc. ofand ~~the~~us ~~factors~~alleging, inamong ~~its~~other ~~evaluation~~things, breach of ~~shareholder-recommended~~contract ~~nominees,~~in ~~the~~connection ~~size~~with ~~and~~fees ~~duration~~that ofshe ~~the~~is ~~share~~claiming ~~holdings~~are ofowed ~~the~~in ~~recommending~~connection ~~shareholder~~with orinvestment ~~shareholder~~banking ~~group~~services inthat ~~relation~~she topurportedly ~~the~~provided ~~total~~to ~~outstanding~~us. ~~shares of the Company~~Ms. ~~The~~Harriman ~~board~~is ofseeking ~~directors~~an ~~may~~unspecified ~~also~~amount ~~consider~~of ~~the~~damages. ~~extent~~We tobelieve ~~which~~that the ~~recommending~~case ~~shareholder intends~~is towithout ~~continue~~merit; ~~holding~~however, ~~its~~since ~~interest~~the case remains in the ~~Company,~~early ~~including~~stages, inthere ~~the~~can ~~case~~be ofno ~~nominees~~assurances ~~recommended~~as ~~for~~to ~~election~~the atultimate anoutcome ~~annual meeting~~ of ~~shareholders,~~the ~~whether~~matter. ~~the~~We ~~recommending~~and ~~shareholder~~our ~~intends~~co-defendants intend to ~~continue~~vigorously ~~holding~~defend ~~its interest at least through~~ the ~~time of such annual meeting~~matter.

~~Board~~In addition to the foregoing, we may, from time to time, be involved in various other claims and legal actions arising in the ordinary course of ~~Directors~~business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

~~Director~~ITEM ~~Qualifications~~4. MINE SAFETY DISCLOSURES.

WeNot ~~seek directors with established strong professional reputations and experience in areas relevant to the strategy and operations of our businesses~~applicable. We also seek directors who possess the qualities of integrity and candor, who have strong analytical skills and who are willing to engage management and each other in a constructive and collaborative fashion. We also seek directors who have the ability and commitment to devote significant time and energy to service on the Board and its committees. We believe that all of our directors meet the foregoing qualifications.

Certain of our directors have strong technological backgrounds that are relevant to our industry. Certain of our directors have backgrounds in accounting, public company reporting, compliance and management. We believe that the backgrounds and skills of our directors bring a diverse range of perspectives to the Board.25

~~Meetings~~PART ~~of the Board of Directors and Committees~~II

~~During~~ITEM ~~the fiscal year ended December 31, 2012, the Board of Directors did not meet but took action by unanimous written consent~~5. ~~Each~~ MARKET ~~director~~FOR isREGISTRANT’S ~~expected~~COMMON ~~to attend meetings of our Board of Directors and meetings of committees of our Board of Directors of which he is a member~~EQUITY, ~~and~~RELATED toSTOCKHOLDER ~~spend~~MATTERS AND ~~the~~ISSUER ~~time necessary~~PURCHASES toOF ~~properly~~EQUITY ~~discharge his respective duties and responsibilities~~SECURITIES.

~~Board~~Our common ~~Committees~~stock is quoted on the OTC Pink market under the trading symbol “CANL”. The following table sets forth the range of high and low bid prices of our common stock for the periods indicated as reported by the OTC QB. Until recently, there was only sporadic and intermittent trading activity of our common stock. The quoted prices represent only prices between dealers on each trading day as submitted from time to time by certain of the securities dealers wishing to trade in our common stock, do not reflect retail mark-ups, mark-downs or commissions, and may not represent, or differ substantially from, prices in actual transactions.

Audit Committee

Fiscal Year Ended December 31, 2014	High	Low
Quarter ended June 30, 2014 (commencing June 12, 2014,	$1.77	$1.17
Quarter ended September 30, 2014	$2.43	$0.95
Quarter ended December 31, 2014	$1.19	$0.70

~~Presently,~~Common our Board of Directors is performing the duties that would normally be performed by an audit committee. We intend to form a separate audit committee, and plan to seek potential independent directors. In connection with our search, we plan to appoint an individual qualified as an audit committee financial expert.Stockholders

~~ITEM~~As ~~11.~~of ~~EXECUTIVE~~December ~~COMPENSATION~~31, 2014, our shares of Common Stock were held by 34 stockholders of record.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Other Annual Compensation ($) (3)		All Other Compensation ($)
Roy C. Montgomery,		2012	$	0	$	0	$	0	$	0
Chairman of the Board & CEO		2011		0		0		0		0
		2010		0		0		0		0
Ronald E. Norwood,		2012	$	0	$	0	$	0	$	0
Chief Operating Officer		2011		0		0		0		0
		2010		0		0		0		0
Timothy J. Koziol ,		2012	$	0	$	0	$	0	$	0
Chief Financial Officer (as of September 5, 2012)

Dividend Policy

26We have never declared or paid a cash dividend. At this time, we do not anticipate paying dividends in the foreseeable future. The declaration and payment of dividends is subject to the discretion of our board of directors and will depend upon our earnings (if any), our financial condition, and our capital requirements.

~~Employment Agreements~~26

~~There~~Purchases ~~are~~of noequity ~~employment~~securities ~~agreements~~by ~~with~~the ~~management.~~issuer and affiliated purchasers

~~Outstanding~~The ~~Equity~~Company ~~Awards~~did atnot ~~Fiscal~~repurchase ~~Year-End~~any common stock in the fourth quarter of 2014.

~~There~~Transfer ~~are no unexercised options, unvested stock awards or equity incentive plan awards for any of the above-named executive officers outstanding as of December 31, 2012.~~Agent

~~Indemnification~~Our ofTransfer ~~Officers~~Agent is Colonial Stock Transfer and ~~Directors~~their address is 66 Exchange Place, Suite 100, Salt Lake City, Utah 84111, and their phone number is 801-355-5740.

WeITEM ~~are a Nevada corporation, and accordingly, we are subject to the corporate laws under the Nevada Revised Statutes~~6. ~~Pursuant~~SELECTED ~~our~~FINANCIAL ~~articles of incorporation and Nevada’s Revised Business Statutes, our bylaws contain the following indemnification provision for our directors and officers:~~DATA.

~~“The~~Not ~~corporation shall indemnify directors, officers, employees, and agents of the corporation to the extent~~ required ~~by the Nevada Revised Statutes and shall indemnify such individuals to the extent permitted by the Nevada Revised Statutes~~. ~~The corporation may purchase and maintain liability insurance, or make other arrangements for such obligations or otherwise, to the extent permitted by the Nevada Revised Statutes.”~~

~~Such~~ITEM indemnification provision may be sufficiently broad to permit indemnification of our executive officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act7. ~~We do not currently carry directors~~ MANAGEMENT’S ~~and~~DISCUSSION ~~officers’~~AND ~~liability~~ANALYSIS ~~insurance~~OF ~~covering our~~FINANCIAL ~~directors~~CONDITION ~~and~~AND ~~officers,~~RESULTS ~~but~~OF ~~we have plans to do so~~OPERATIONS. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. No pending material litigation or proceeding involving our directors, executive officers, employees or other agents as to which indemnification is being sought exists, and we are not aware of any pending or threatened material litigation that may result in claims for indemnification by any of our directors or executive officers.

~~ITEM~~This 12Management’s Discussion and Analysis of Financial Condition And Results Of Operations and other parts of this Annual Report on Form 10-K contain forward-looking statements that involve risks and uncertainties. All ~~SECURITY~~forward-looking ~~OWNERSHIP~~statements OFincluded ~~CERTAIN~~in ~~BENEFICIAL~~this ~~OWNERS~~Annual ~~AND~~Report ~~MANAGEMENT~~on ~~AND~~Form ~~RELATED~~10-K ~~STOCKHOLDER~~are ~~MATTERS~~based on information available to us on the date hereof, and except as required by law, we assume no obligation to update any such forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the caption Item 1A “Risk Factors” and elsewhere herein. The following should be read in conjunction with our annual financial statements contained elsewhere in this report.

The following table sets forth certain information, as of December 31, 2012, with respect to any person (including any “group”, as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who is known to us to be the beneficial owner of more than five percent (5%) of any class of our voting securities, and as to those shares of our equity securities beneficially owned by each of our directors and executive officers and all of our directors and executive officers as a group. Unless otherwise specified in the table below, such information, other than information with respect to our directors and executive officers, is based on a review of statements filed with the Securities and Exchange commission (the “Commission”) pursuant to Sections 13 (d), 13 (f), and 13 (g) of the Exchange Act with respect to our common stock. As of December 31, 2012, there were 16,535,838 shares of our common stock outstanding.Overview

The ~~number~~Company ofwas ~~shares~~incorporated ofas ~~common~~a ~~stock~~Nevada ~~beneficially~~corporation ~~owned~~on ~~by each~~January ~~person~~10, is2006 ~~determined~~for ~~under~~ the ~~rules~~purpose of ~~the~~designing ~~Commission~~ and ~~the~~modifying ~~information~~motorsport isracecars ~~not necessarily indicative of beneficial ownership~~ for ~~any~~its ~~other~~own ~~purpose. Under such rules~~use, ~~beneficial~~providing ~~ownership~~race ~~includes~~consulting ~~any~~services ~~shares as~~ to ~~which~~other ~~such~~race ~~person~~teams ~~has~~and ~~sole~~competing orin ~~shared~~organized ~~voting power~~racing orevents. On ~~investment~~June ~~power~~12, ~~and~~2014, ~~also~~the ~~any~~Company’s ~~shares~~wholly-owned ~~which~~subsidiary ~~the~~merged ~~individual~~into ~~has~~ the ~~right~~Company toand ~~acquire within sixty (60) days after~~ the ~~date~~Company ~~hereof,~~changed ~~through~~its ~~the~~name ~~exercise~~from of“Speedsport ~~any stock option~~Branding, ~~warrant or other right~~Inc.” ~~Unless~~to ~~otherwise indicated~~“CannLabs, ~~each~~Inc.” CannLabs ~~person~~is ~~has sole~~a ~~investment~~multi-faceted ~~and~~leader ~~voting~~of ~~power~~innovation ~~(or shares such power with his or her spouse) with respect to the shares set forth~~ in the ~~following table.~~cannabis ~~The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares~~industry.

27CannLabs focuses on three primary areas of revenue generation. First is laboratory services, which focuses on mandated testing of cannabis products, but also provides the data/analytics required in certain instances by the other revenue generating disciplines. Second is consulting, which has four focuses including Government Affairs, Financial Services, Business Operations and Quality Assurance. In pursuing the consulting business, we concentrate on the health and safety of the public. Our final revenue generator is StrainData, that can produce revenue in many ways, including advertising on the web application itself, through subscription arrangements, and through the assistance with cannabis brokers who use the testing results to add validity to the products being brokered.

~~The~~Strategic table also shows the number of shares beneficially owned as of December 31, 2012 by each of our individual directors and executive officers, by our nominee directors and executive officers and by all our current directors and executive officers as a group.Outlook

Name	No. of Shares Owned		% of Stock Outstanding
Revete Capital Partners, LLC*		5,400,000		34.50
General Pacific Partners, LLC*		4,166,280		26.62
Billington Brown Acceptance, LLC *		770,865		4.93
P-1, Inc. *		708,333		4.53
Chester Montgomery**		362,170		2.30
Specialty Rentals, LLC *		35,000		.02
Roy C. Montgomery		88,510		0.57
Ronald E. Norwood		97,585		0.62
Directors & Officers as a Group		100,000		0.9
Total		11,728,743		74.99	%

We believe that the cannabis industry will continue to grow over the long term. We have seen 23 states and Washington, D.C. legalize cannabis in one form or another. Within the industry, we intend to provide laboratory services to those states who have mandated testing. To the states and countries coming online, we intend to assist with legislation that provides a safe and healthy environment where the industry can continue its growth. Additionally, to established states we can assist growers and dispensaries to provide quality assurance and best practices in cultivating the cannabis plants and products.

*KevinTo P.consumers ~~O’Connell~~who isare ~~the~~either ~~managing~~medicinal ~~member~~or ofrecreational ~~Revete’ Capital~~users, ~~Partners~~we have created StrainData, ~~LLC~~which is a web application, ~~General~~allowing ~~Pacific~~the ~~Partners~~consumer to use analytical testing data to determine the product profile that fits their need. This is in no way meant to provide medical advice, ~~LLC)~~however, ~~Billington~~it ~~Brown~~has ~~Acceptance,~~been ~~LLC~~developed by scientific data and ~~Specialty~~users ~~Rentals,~~of ~~LLC,~~cannabis products that have realized the benefits of the cannabis plant and/or cannabis products. The goal of StrainData is to elevate the ~~majority shareholder~~usage of ~~P-1,~~cannabis ~~Inc~~products to a more sophisticated user group. StrainData also provides a parametric search to enable the consumers to easily find a dispensary that carries the product for which they are searching.

**ChesterOur ~~Montgomery~~ability isto raise additional financing, the ~~father~~continued growth of ~~Roy~~the ~~Montgomery~~cannabis industry, ~~CEO~~and compliance with regulatory and ~~Chairman~~ ofreporting ~~the~~requirements ~~Board~~are ofall external conditions that may affect our ~~Company~~ability to execute our business plan.

~~ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~27

~~The~~Our ~~Company~~primary ~~had~~strategic ~~limited~~objectives ~~revenues~~over inthe ~~2012~~next 12-18 months are to evaluate new markets and ~~2011~~enter ~~from~~the ~~a small~~markets ~~client~~that ~~base.~~provide ~~During~~us the ~~year~~greatest ~~ended~~ability ~~December~~to ~~31,~~establish ~~2012,~~laboratories ~~the~~and ~~Company~~generate ~~earned~~profitability. Additionally ~~revenue~~we ~~from~~plan ~~four~~to ~~companies,~~significantly ofincrease ~~which~~our ~~two~~consulting ~~were related~~business and bring StrainData to complete fruition. ~~Three~~We ~~customers~~plan ~~accounted~~to ~~for~~achieve ~~43%~~that ~~(related~~by ~~party),~~monitoring ~~39%~~closely the legislation in the states and ~~14%~~countries ofthat ~~total~~do ~~2012~~not ~~revenue,~~currently ~~respectively.~~have ~~Revenue~~mandated intesting ~~2011 included~~and ~~lease~~evaluating ~~income~~our ~~from~~participation in those markets and the ~~lease~~profitability of athe ~~vehicle~~market. We also intend to awork ~~related~~with ~~party.~~the ~~Our~~legislators ~~related~~to ~~party~~provide ~~income~~a ~~was~~healthy ~~received~~and ~~from~~safe ~~RC-1,~~market ~~Inc~~ and ~~Carolina~~provide ~~Pro~~growers Amand ~~Development,~~dispensaries ~~Inc~~with quality assurance relative to their products. In ~~Kevin~~our ~~O’Connell~~effort with StrainData, ~~our~~we ~~majority~~plan ~~shareholder~~to isdevelop ~~the~~a ~~majority~~mobile ~~shareholder~~application for ~~both~~even easier ability to the customer to find the products that fit their needs and make strategic relationships with brokers in the cannabis market to establish the brokerage market of ~~these~~ ~~entities~~cannabis.

~~The~~We ~~Company~~believe ~~incurred~~that ~~total~~our ~~operating~~near-term ~~expenses~~success will depend particularly on our ability to develop customer awareness and confidence in ~~the~~our ~~amount of~~service. Since ~~$172~~we have limited capital resources,~~619~~ ~~for~~we ~~the~~will ~~year~~need ~~ended~~to ~~December~~closely ~~31,~~manage ~~2012.~~our ~~Related~~expenses ~~party~~and conserve our cash by continually monitoring any increase in expenses ~~were~~and ~~33%~~reducing or ~~$57,500~~eliminating unnecessary expenditures. Our plans must be considered in light of ~~total~~the ~~operating~~risks, expenses~~.There were~~ noand ~~related~~difficulties ~~party~~encountered ~~operating~~by ~~expenses~~companies ~~for~~at ~~the~~an ~~year~~early ~~ended~~stage ~~December~~of 31development, ~~2011.~~particularly ~~The~~given ~~services~~that ~~provided~~we byoperate ~~the~~in ~~related~~a ~~parties~~new ~~were administrative~~and ~~consulting~~rapidly ~~and~~evolving ~~test~~industry, that we have limited financial resources, and ~~development~~face ~~consulting~~an uncertain economic environment. We may not be successful in addressing such risks and difficulties.

~~Director~~Results ~~Independence~~of Operations

~~Our~~Comparison ~~board~~ of ~~directors is currently composed of one member, who does not qualify as an independent director in accordance with~~ the ~~published~~Years ~~listing~~Ended ~~requirements~~December ~~of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests~~31, ~~such~~2014 ~~as that the director is not,~~ and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director's business and personal activities and relationships as they may relate to us and our management.2013

28The following discussion analyzes our results of operations for the years ended December 31, 2014 and 2013. The following information should be considered together with our financial statements for such periods and the accompanying notes thereto.

~~ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES~~Revenue

~~Our~~During ~~current~~the ~~principal~~year ~~independent~~ended ~~auditor~~December is31, ~~Borgers~~2014 &and ~~Cutler CPAs~~2013, ~~PLLC~~we generated revenues of $1,364,760 and 300,734, an increase of $1,064,026. The increase in revenue resulted from mandated testing for potency beginning May 1, 2014.

~~whom~~Net ~~we engaged on March 1, 2013. The following are the services provided and the amounts billed.~~Loss

~~Audit~~We had ~~Fees~~a net loss of $3,242,681 for the year ended December 31, 2014 compared to net income of $7,476 for the year ended December 31, 2013, an increase in the loss of $3,250,157. Our increase of net loss was primarily attributable to non-cash compensation of $1,007,056 as well as additional administrative payroll of $737,303.

~~The~~Cost ~~aggregate fees billed by Ronald R Chadwick P.C (“Chadwick”) for professional services rendered for the audit~~ of the Company’s annual financial statements for the fiscal year ended December 31, 2012, was $13,050. The aggregate fees billed by Chadwick for professional services rendered for the audit of the Company’s annual financial statements for the fiscal year ended December 31, 2011, was $23,245. Mr. Chadwick is our former auditor.Revenues

~~Audited-Related~~For ~~Fees~~the year ended December 31, 2014, cost of revenues was $886,646, an increase of $771,286 from $109,360 for the year ended December 31, 2013. This resulted from additional labor and supplies needed to support the growth in capacity of the laboratories.

~~For~~General ~~the~~and year ended December 31, 2012 there were no fees billed by Chadwick for services reasonably related to the performance of the audit or review of the financial statements outside of those fees disclosed above under “Audit Fees”.Administrative

~~For~~We incurred general and administrative expenses of $1,267,533 for the year ended December 31, ~~2011~~2014 compared to $107,052 ~~there~~for ~~were~~the noyear ~~fees~~ended ~~billed by~~December ~~Chadwick~~31, ~~for~~2013, ~~services~~an ~~reasonably~~increase of $1,160,481. The primary increases related to ~~the~~professional ~~performance~~fees ofrelated ~~the~~to ~~audit~~Securities orExchange ~~review~~Commission offilings ~~the~~and ~~financial~~defending ~~statements~~lawsuits, ~~outside~~rent offor ~~those fees~~expanded ~~disclosed~~office ~~above~~space, ~~under~~software ~~“Audit~~development ~~Fees”~~related to StrainData and travel.

~~Tax~~Administrative ~~Fees~~Payroll

~~For~~Administrative payroll increased to $1,737,186 for the year ended December 31, ~~2012~~2014, from $71,711 for the ~~Company~~year ~~incurred~~ended ~~no fees~~December 31, 2013, an increase of $1,665,475. This resulted from ~~Chadwick~~building ~~for~~our ~~services~~management ~~for~~team ~~tax~~to ~~compliance~~include a Chief Executive Officer, ~~tax~~Chief ~~advice~~Financial ~~and~~Officer ~~tax~~as ~~planning~~well ~~work~~as other key management members.

~~For~~Sales ~~the year ended December 31, 2011 the Company incurred no fees from Chadwick for services for tax compliance, tax advice~~ and ~~tax planning work.~~Marketing

~~All~~Sales ~~Other~~and ~~Fees~~marketing expenses were $661,057 for the year ended December 31, 2014, an increase of $657,628 from $3,429 for the year ended December 31, 2013. The primary increases related to payroll, advertising expenses and website expenses.

For the year ended December 31, 2012 and December 31, 2011, there were no other fees billed by Chadwick for products and services outside of those fees disclosed above under “Audit Fees”, “Audit-Related Fees” and “Tax Fees”.28

~~Audit~~Interest ~~Committee Pre-Approval Policies and Procedures~~ Expense

~~The~~For ~~policy of~~ the ~~board~~year ofended ~~directors~~December is31, to2014, ~~pre-approve~~interest ~~all~~expense ~~audit and~~was ~~permissible non-audit services provided by our independent auditors. These services may include audit services~~$50, ~~audit-related services~~197, ~~tax~~an ~~services~~increase ~~and~~of ~~other~~$48,491 ~~services.~~from ~~Pre-approval~~$1,706 ~~is generally provided~~ for upthe ~~to one~~ year ~~and~~ended ~~any~~December ~~pre-approval~~31, ~~is detailed as to the particular service or category of services~~2013. ~~The~~This ~~independent~~was ~~auditor~~a ~~and~~result ~~management are required to periodically report to the board~~ of ~~directors~~a ~~regarding~~loan ~~the~~issued ~~extent of services provided~~ by the independent auditor in accordance with this pre-approval. The chair of the board of directors is also authorized, pursuant to delegated authority, to pre-approve additional services of up to $5,000 per engagement on a ~~case-by-case~~shareholder ~~basis, and such approvals are communicated~~ to sustain the ~~full~~company’s ~~board of directors at its next meeting~~operations.

29Comparison of the Years Ended December 31, 2013 and 2012

~~ITEM~~The 15following discussion analyzes our results of operations for the years ended December 31, 2013 and 2012. ~~EXHIBITS~~The following information should be considered together with our financial statements for such periods and the accompanying notes thereto.

~~(1) Financial~~Revenue/Net ~~Statements~~Loss

~~The~~During ~~following~~the ~~financial~~year ~~statements~~ended December 31, 2013, we generated revenues of $300,734 and $182,582 for the ~~Company are~~year ~~included~~ended inDecember ~~Part~~31, II2012, ~~Item~~an 8increase of ~~this~~$118,152. ~~Report:~~We had net income of $7,476 for the year ended December 31, 2013 compared to a net loss of $4,389 for the year ended December 31, 2012, an increase of $11,865.

Reports of Independent Registered Public Accounting Firms	F-3
Balance Sheets at December 31, 2012 and 2011	F-5
Statements of Operations for the Years Ended December 31, 2012 and 2011 and the period from January 10, 2006 (Inception) to December 31, 2012	F-6
Statement of Stockholders’ Equity for the period from January 10, 2006 (Inception) to December 31, 2012	F-7
Statements of Cash Flows for the Years Ended December 31, 2012 and 2011 and the period from January 10, 2006 (Inception) to December 31, 2012	F-8
Notes to Financial Statements	F-9

The increase in revenue was a result of more customers beginning to test their product in anticipation of the mandatory testing requirements in Colorado, as well as a consulting project.

~~(2)~~Cost ~~Financial~~of ~~Statement Schedules~~Revenues

~~Schedules~~For the ~~are~~year ~~omitted~~ended ~~because~~December ~~the~~31, ~~required~~2013, ~~information~~cost isof ~~not present~~revenues orwas is$109,360, ~~not~~an ~~present~~increase inof ~~amounts~~$27,765 ~~sufficient~~from to$81,595 ~~require~~for ~~submission~~the ofyear ~~the~~ended December ~~schedule~~31, or2012. ~~because~~The ~~the~~increase ~~information~~was ~~required~~a isresult ~~given in~~of ~~the~~additional ~~financial~~labor ~~statements~~and orsupplies ~~the~~needed ~~notes~~to ~~thereto~~support the increase operations.

~~(3)~~General ~~Exhibits~~and Administrative

Exhibit #		Description
3(i).1		Articles of Incorporation of Speedsport Branding, Inc., as amended *
3(ii).1		Corporate Bylaws for Speedsport Branding, Inc. *
10.1		Equipment Lease Agreement between Speedsport Branding, LLC and P-1, LLC*
31.1		Section 302 Certification by the Corporation’s Chief Executive Officer
32.1		Section 906 Certification by the Corporation’s Chief Executive Officer

We incurred general and administrative expenses of $107,052 for the year ended December 31, 2013 compared to $51,684 for the year ended December 31, 2012, an increase of $55,368. The primary increases related to rent, travel and website development, as well as costs to build the business infrastructure.

~~(*Previously filed with Form S-1)~~Payroll

~~SIGNATURES~~For the year ended December 31, 2013, payroll not included in cost of revenues and sales and marketing was $71,711, an increase of $20,736 from $50,975 for the year ended December 31, 2012. This relates to bringing on more staff to support the increase in revenue.

~~In accordance with Section 13 or 15(d) of the Exchange Act, the company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~Marketing

	Speedsport Branding, Inc. (Registrant)
Date: April 15, 2013	By:	/s/ Roy C. Montgomery
		Roy C. Montgomery
		Chief Executive Officer

We incurred marketing expenses of $3,429 for the year ended December 31, 2013 compared to $2,717 for the year ended December 31, 2012, an increase of $712. This increase was mainly a result of printing costs and promotional events .

~~Pursuant~~Interest ~~to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~expense

30For the year ended December 31, 2013, interest expense was $1,706, an increase of $1,706 from the year ended December 31, 2012. This was a result of a loan issued by a shareholder to sustain the company’s operations.

Name	Title	Date
/s/ Roy C. Montgomery	Chief Executive Officer, Chief Financial Officer and Treasurer,	April 15, 2013
Roy C. Montgomery	(Principal Executive Officer and Principal Financial Officer), Director
/s/ Timothy J. Koziol	Chief Financial Officer	April 15, 2013
Timothy J. Koziol

Liquidity and Capital Resources

Net cash used in operating activities increased to ($1,257,271) for the year ended December 31, 2014 as compared to $51,945 for the year ended December 31, 2013 a decrease of $1,309,216. The decrease resulted primarily from expanded operations including hiring employees, marketing our brand and establishing the infrastructure of the Company.

~~Speedsport~~Net ~~Branding~~cash used in investing activities was $334,071 ~~Inc~~for the year ended December 31, 2014 as compared to $70,400 for the year ended December 31, 2013, an increase of $263,671. The increase was primarily related to the purchase of equipment as operations expanded.

(Net cash provided by financing activities increased by $1,483,550 to $1,548,288 for the year ended December 31, 2014 from $64,738 for the year ended December 31, 2013. Cash provided by financing activities during the year ended December 31, 2014 consisted of our Series A ~~Development~~Preferred ~~Stage~~Stock ~~Company)~~offering, netting $500,000 and the issuance of notes payable of $968,800 and draws on our line of credit of $300,000, offset by the repayment of our capital leases of $220,512.

~~FINANCIAL STATEMENTS~~29

~~For~~Subsequent ~~the~~to ~~Years Ended~~ December 31, ~~2012 and 2011~~2014, additional cash was provided from financing activities as described below:

~~And~~We ~~For~~drew ~~The~~the ~~Period~~remaining ~~From~~$450,000 ~~January~~from ~~10,~~our ~~2006 (Inception)~~line of credit.

~~Through~~One of ~~December~~our 31majority shareholders provided additional funding of $450,000, ~~2012~~which will be repaid after $1.0 million of funding has been raised.

~~F-1~~Our revenues have been insufficient to cover our expenses and we have financed our operations through private offerings of debt and equity securities. We do not currently maintain a line of credit or term loan with any commercial bank or other financial institution.

~~Speedsport~~We have ~~Branding~~focused on developing and implementing our business plan. We believe that our existing cash resources will not be sufficient to sustain our operations during the next twenty-four months. We currently need to generate sufficient revenues to support our cost structure to enable us to pay ongoing costs and expenses as they are incurred, ~~Inc~~and execute the business plan. If we cannot generate sufficient revenue to fund our business plan, we intend to seek to raise such financing through the sale of debt and/or equity securities. We are currently contemplating a capital raise of up to $10 million. The issuance of additional equity would result in dilution to existing shareholders. If we are unable to obtain additional funds when they are needed or if such funds cannot be obtained on terms acceptable to us, we will be unable to execute upon the business plan or pay costs and expenses as they are incurred, which would have a material, adverse effect on our business, financial condition and results of operations.

(AEven if ~~Development~~we ~~Stage~~are successful ~~Company)~~in generating sufficient revenue or in raising sufficient capital in order to complete our business plan, our ability to continue in business as a viable going concern can only be achieved when our revenues reach a level that sustains our business operations. We raised $500,000 through sales of preferred stock and warrants, in addition to notes payable of $968,000 and a line of credit of $300,000. We do not project that significant revenue will be developed until later in 2015 and in 2016. There can be no assurance that we will raise sufficient proceeds, or any proceeds, for us to implement fully our proposed business plan. Moreover there can be no assurance that even if the business plan is achieved, that we will generate revenues sufficient to fund our operations. In either such situation, we may not be able to continue our operations and our business might fail.

~~Financial~~The ~~Statements~~foregoing forward-looking information was prepared by us in good faith based upon assumptions that we believe to be reasonable. No assurance can be given, however, regarding the attainability of the projections or the reliability of the assumptions on which they are based. The projections are subject to the uncertainties inherent in any attempt to predict the results of our operations, especially where new products and services are involved. Certain of the assumptions used will inevitably not materialize and unanticipated events will occur. Actual results of operations are, therefore, likely to vary from the projections and such variations may be material and adverse to us. Accordingly, no assurance can be given that such results will be achieved. Moreover due to changes in testing enforcement, technology, and competitive pressures, s we may be required to change the current business plan.

~~TABLE OF CONTENTS~~30

	Page
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	F-3
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	F-4
FINANCIAL STATEMENTS
Balance sheets	F-5
Statements of operations	F-6
Statement of stockholders’ equity	F-7
Statements of cash flows	F-8
Notes to financial statements	F-9

Off-Balance Sheet Arrangements

FAs of December 31, 2014, we did not have any relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-2balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

~~REPORT~~Critical OFAccounting ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Policies

~~Board~~Our financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of ~~Directors~~these policies is included in Note 1 of the Notes to Financial Statements included elsewhere herein. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows and which require the application of significant judgment by management.

~~Speedsport~~Stock-based ~~Branding, Inc.~~Compensation

~~Newport~~We ~~Beach~~have adopted the fair value recognition provisions Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 718. In addition, ~~California~~the Securities and Exchange Commission issued Staff Accounting Bulletin No. 107 “Share-Based Payment” (“SAB 107”) in March, 2005, which provides supplemental FASB ASC 718 application guidance based on the views of the SEC. Under FASB ASC 718, compensation cost recognized includes compensation cost for all share-based payments granted beginning January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of FASB ASC 718.

We have ~~audited~~ used the Black-Scholes ~~accompanying~~option-pricing ~~balance sheets~~model to ofestimate ~~Speedsport~~the ~~Branding,~~option ~~Inc~~fair values. (aThe ~~development~~option-pricing ~~stage~~model ~~company)~~requires asa number of ~~December 31~~assumptions, ~~2012~~of ~~and~~which the ~~related~~most ~~statement~~significant ~~of operations~~are, ~~stockholders'~~ ~~equity~~expected ~~and~~stock ~~cash~~price ~~flows~~volatility, ~~for~~ the ~~year~~expected ~~then~~pre-vesting ~~ended.~~forfeiture ~~These~~rate ~~financial~~and ~~statements are~~ the ~~responsibility~~expected ofoption term (the ~~Company's management.~~amount ~~Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements as~~ of ~~and~~time ~~for~~from the ~~year~~grant ~~ended~~date ~~December~~until ~~31, 2011 and for~~ the ~~period~~options ~~from~~are ~~January~~exercised ~~10,~~or ~~2006 (inception~~expire) ~~to December 31, 2011 were audited by another auditor who expressed an unqualified opinion on April 10, 2012~~.

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

InRevenue our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Speedsport Branding, Inc. as of December 31, 2012, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.Recognition

~~The~~In ~~accompanying~~accordance ~~financial~~with ~~statements~~Securities ~~have been~~and ~~prepared~~Exchange ~~assuming~~Commission ~~that~~(“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition (Codified in FASB ASC 605), the ~~Company~~company will ~~continue~~recognize asrevenue when (i) persuasive evidence of a ~~going~~customer ~~concern.~~or Asdistributor ~~discussed~~arrangement inexists ~~Note~~or 8acceptance tooccurs, (ii) a retailer, distributor or wholesaler receives the ~~financial~~goods ~~statements~~or services, (iii) the ~~Company~~ ~~has~~price ~~suffered~~is ~~recurring~~fixed ~~losses~~or ~~from~~determinable, ~~operations~~and ~~that~~(iv) ~~raise~~collectability ~~substantial~~of ~~doubt~~the ~~about~~sales ~~its~~revenues ~~ability~~is reasonably assured. Subject to ~~continue~~these ascriteria, the Company will generally recognize revenue from laboratory tests in three ways. For samples presented without a ~~going~~bulk ~~concern~~or twelve month contract, revenue is recognized upon completion of the testing. ~~Management's~~ Customers ~~plans~~with inbulk ~~regard~~contracts have three months to use a predetermined number of tests. Revenue is recognized for these ~~matters~~contracts ~~are~~on ~~also~~a ~~described~~pro inrata ~~Note~~basis, 8based on the number of tests used versus the number of tests allowed. Twelve ~~The~~month ~~financial~~contracts ~~statements~~require doprepayment monthly for the succeeding month. Revenue is recognized based on the monthly payment required for the month in which the tests are performed. Because tests may not ~~include~~be ~~any~~carried ~~adjustments that~~over ~~might~~to ~~result~~subsequent ~~from~~months, the ~~outcome~~monthly ofrevenue ~~this~~is ~~uncertainty~~recognized in full in the appropriate month.

~~Denver~~Revenue from consulting and research and development agreements is generally recognized on a straight line basis over the term of the agreement. When agreements contain more than one deliverable, ~~Colorado~~the ~~/s/~~Company ~~Borgers~~allocates &revenue ~~Cutler~~to ~~CPAs~~separate ~~PLLC~~elements under the agreement based on relative selling prices in accordance with FASB ASC 605-25.

~~April~~Recently ~~10,~~Issued ~~2013~~Accounting Pronouncements

~~F-3~~Recently issued accounting pronouncements are discussed in Note 1 of the Notes to Financial Statements contained elsewhere in this report.

~~RONALD R. CHADWICK, P.C.~~31

~~Certified~~ITEM ~~Public~~7A. ~~Accountant~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~2851~~Not ~~South Parker Road, Suite 720~~required.

~~Aurora,~~ITEM CO8. FINANCIAL ~~80014~~STATEMENTS AND SUPPLEMENTARY DATA.

~~Telephone~~The ~~(303)~~financial ~~306~~statements required to be filed pursuant to this Item 8 are appended to this report beginning on page F-~~1967~~1 located immediately after the signature page.

~~Fax~~ITEM ~~(303)~~9. ~~306-1944~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

~~REPORT~~Not ~~OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~applicable.

~~Board~~ITEM of9A. CONTROLS ~~Directors~~AND PROCEDURES.

~~Speedsport~~Disclosure ~~Branding,~~Controls ~~Inc.~~and Procedures

~~Newport~~Our ~~Beach~~management has evaluated, ~~California~~under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15(d)-15(e) under the Exchange Act) as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2014, our disclosure controls and procedures were effective to ensure (i) that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, in order to allow timely decisions regarding required disclosure.

I have audited the accompanying balance sheets of Speedsport Branding, Inc. (a development stage company) as of December 31, 2011 and the related statement of operations, stockholders' equity and cash flows for the year then ended and the period from January 10, 2006 (inception) through December 31, 2011. These financial statements are the responsibility of the Company'Management’s ~~management.~~Report ~~My responsibility is to express an opinion~~ on ~~these~~Internal ~~financial~~Control ~~statements~~Over ~~based~~Financial ~~on my audit.~~Reporting

IOur ~~conducted~~management myis ~~audit~~responsible infor ~~accordance~~establishing ~~with the~~and ~~standards~~maintaining ofadequate ~~the~~internal ~~Public~~control ~~Company~~over ~~Accounting~~financial ~~Oversight~~reporting ~~Board~~as ~~(United~~defined ~~States).~~in ~~Those~~Rule ~~standards~~13a-15(f) ~~require~~under ~~that~~the ISecurities ~~plan~~Exchange ~~and~~Act ~~perform the~~of ~~audit~~1934 toas ~~obtain~~amended. ~~reasonable~~Internal ~~assurance~~control ~~about~~over ~~whether the~~ financial ~~statements~~reporting ~~are free of material misstatement. The Company~~ is ~~not~~a ~~required~~process designed to ~~have,~~provide ~~nor~~reasonable ~~was~~assurance Iregarding ~~engaged~~the toreliability ~~perform, an audit~~ of ~~its internal control over~~ financial reporting. Myand ~~audit~~the ~~included consideration~~preparation of ~~internal control over~~ financial ~~reporting~~statements ~~as a basis~~ for ~~designing~~external ~~audit~~purposes ~~procedures that are appropriate~~ in ~~the circumstances,~~accordance ~~but~~with ~~not~~generally ~~for~~accepted ~~the~~accounting ~~purpose~~principles. ofBecause ~~expressing an opinion on the effectiveness~~ of ~~the~~its ~~Company’s~~inherent limitations, internal control over financial reporting. ~~Accordingly,~~may Inot ~~express~~prevent noor ~~such~~detect ~~opinion~~misstatements. AnAlso, ~~audit~~projections ~~also~~of ~~includes~~any ~~examining,~~evaluation onof aeffectiveness ~~test~~to ~~basis,~~future ~~evidence~~periods ~~supporting the~~are ~~amounts~~subject ~~and~~to ~~disclosures in~~ the ~~financial~~risk ~~statements,~~that ~~assessing~~controls ~~the~~may ~~accounting~~become ~~principles~~inadequate ~~used~~because ~~and~~of ~~significant~~changes ~~estimates~~in ~~made by management~~conditions, asor ~~well~~that ~~as evaluating~~ the ~~overall~~degree ~~financial~~of ~~statement~~compliance ~~presentation.~~with Ithe ~~believe~~policies ~~that~~or myprocedures ~~audit~~may ~~provides a reasonable basis for my opinion~~deteriorate.

InOur mymanagement ~~opinion,~~conducted ~~the~~an ~~financial~~evaluation ~~statements referred~~of tothe ~~above~~effectiveness ~~present~~of ~~fairly,~~our ininternal ~~all~~controls ~~material~~over ~~respects, the~~ financial ~~position~~reporting ~~of Speedsport Branding, Inc.~~ as of December 31, ~~2011,~~2014 ~~and~~using ~~the~~criteria ~~results~~established ofin ~~its~~Internal ~~operations~~Control ~~and~~— ~~its~~Integrated ~~cash~~Framework ~~flows~~(1992) issued ~~for~~by the ~~year~~Committee ~~then~~of ~~ended~~Sponsoring ~~and~~Organizations ~~for~~of the ~~period~~Treadway ~~from~~Commission ~~January 10, 2006~~ (~~inception~~COSO). ~~through~~Our ~~December~~management ~~31,~~has ~~2011,~~concluded inthat ~~conformity~~our ~~with~~internal ~~accounting~~control ~~principles~~over ~~generally~~financial ~~accepted~~reporting inwas ~~the~~effective ~~United~~as ~~States~~ of ~~America~~December 31, 2014.

~~The accompanying financial statements have~~This ~~been~~annual ~~prepared~~report ~~assuming~~does ~~that~~not ~~the~~include ~~Company~~an ~~will~~attestation ~~continue~~report asof aour ~~going~~registered ~~concern.~~public Asaccounting ~~discussed~~firm inregarding ~~Note~~internal 8control ~~to the~~ over financial ~~statements~~reporting. ~~the Company~~Management’s ~~has~~report ~~suffered~~was ~~recurring~~not ~~losses~~subject ~~from~~to ~~operations~~attestation ~~that~~by ~~raise~~our ~~substantial~~registered ~~doubt~~public ~~about~~accounting ~~its~~firm ~~ability to continue~~ as ~~a going concern.~~it ~~Management's~~was ~~plans in regard to these matters are also described in Note 8. The financial statements do~~ not ~~include any adjustments that might result from the outcome of this uncertainty~~required.

~~Aurora,~~Changes ~~Colorado~~in Internal Control Over Financial Reporting

~~April~~There 10have not been any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act) that occurred during the fiscal quarter ended December 31, ~~2012~~2014 ~~/s/~~that ~~Ronald~~have R.materially ~~Chadwick~~affected, Por are reasonably likely to materially affect, our internal control over financial reporting.C.

~~F-4~~ITEM 9B. OTHER INFORMATION.

~~Speedsport~~On June ~~Branding~~16, ~~Inc~~2015, Mark Mirken resigned as Chief Executive Officer. He will continue to serve as a member of the Board of Directors and has taken the position of Vice Chairman to the Board of Directors. In addition, the Company has entered into a three month consulting agreement with Mr. Mirken at a rate of $5,000 per month beginning August 1, 2015, whereby Mr. Mirken will assist the Company with business development.

(AIn ~~Development~~conjunction ~~Stage~~with ~~Company)~~Mr. Mirken's resignation, Scott McPherson has been appointed Chief Executive Officer and will continue his duties as Chief Financial Officer.

~~BALANCE SHEETS~~32

	As of December 31,
	2012			2011
ASSETS
Current assets
Cash	$	-		$	23,377
Total current assets		-			23,377
Property and equipment, net		32,000			64,000
Total Assets	$	32,000		$	87,377
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Bank overdraft	$	2,032		$	-
Accounts payable		14,766			773
Line of credit		9,201			8,677
Accrued interest payable		62			573
Accrued payables - related parties		3,885			525
Notes payable - related parties		-			2,000
Stock subscription payable		-			45,000
Total current liabilties		29,946			57,548
Total Liabilities		29,946			57,548
Stockholders' Equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued or outstanding		-			-
Common stock, $0.001 par value; 100,000,000 shares authorized; 16,535,838 issued and outstanding		16,537			16,537
Additional paid in capital		1,402,998			1,402,998
Deficit accumulated during the development stage		(1,417,481	)		(1,389,706	)
Total Stockholders' Equity		2,054			29,829
Total Liabilities and Stockholders' Equity	$	32,000		$	87,377

PART III

~~See~~ITEM ~~accompanying~~10. DIRECTORS, ~~notes~~EXECUTIVE ~~to financial~~OFFICERS ~~statements~~AND ~~and~~CORPORATE ~~report of independent registered accounting firm~~GOVERNANCE.

~~F-5~~The current members of our board of directors and executive officers of the Company are as follows:

Speedsport Branding, Inc.

			Director/Officer
Name	Age	Position with the Company	Since

Mark Rogers	55	Chairman of the Board	2014

Mark Mirken	70	Chief Executive Officer, Director	2014

Genifer Murray	44	President, Director	2010

Joe Allbaugh	62	Director	2014

Ken Johnsen	61	Director	2014

Scott McPherson	53	Chief Financial Officer	2014

(ABoard ~~Development~~of ~~Stage Company)~~Directors

~~STATEMENTS~~We OFbelieve ~~OPERATIONS~~that our board of directors should be composed of individuals with sophistication and experience in many substantive areas that impact our business. We believe that experience, qualifications, or skills in the following areas are most important: cannabis industry experience, accounting and finance; strategic planning; and human resources and development practices; and board practices of other corporations. These areas are in addition to the personal qualifications described in this section. We believe that all of our current board members possess the professional and personal qualifications necessary for board service, and have highlighted particularly noteworthy attributes for each board member in the individual biographies below. The principal occupation and business experience, for at least the past five years, of each current director is as follows:

							For the period from
							January 10, 2006
	For the years ended December 31,						(Inception) To
	2012			2011			December 31, 2012
Revenue:
Consulting	$	57,500		$	-		$	96,130
Consulting - related party		68,650			-			68,650
Sponsorships		20,000			-			67,463
Race winnings		-			-			25,058
Lease income		-			15,000			17,379
Lease income - related party		-			1,161			42,424
Total revenue		146,150			16,161			317,104
Operating expenses:
Depreciation		32,000			33,571			251,260
General and administrative - related party		57,500			-			237,736
General and administrative		83,119			137,673			1,150,055
Total operating expenses		172,619			171,244			1,639,051
Operating - other:
Gain on asset sales		-			-			16,359
Loss from operations		(26,469	)		(155,083	)		(1,305,588	)
Other income (expense):
Interest income		-			1,286			1,286
Interest expense		(1,306	)		(1,522	)		(113,179	)
Income (loss) before provision for income taxes		(27,775	)		(155,319	)		(1,417,481	)
Provision for income tax		-			-			-
Net loss	$	(27,775	)	$	(155,319	)	$	(1,417,481	)
Net loss per share
(Basic and fully diluted)	$	(0.00	)*	$	(0.01	)
Weighted average number of common shares outstanding		16,535,838			16,360,113

Biographical Information

*Mark ~~Denotes~~Rogers, ~~less than $(0.01) per share.~~Chairman

~~See~~Mr. ~~accompanying~~Rogers ~~notes~~has to more than 30 years of experience as an entrepreneur and financial ~~statements~~management and ~~report~~operations, including work as a turnaround specialist, an active portfolio manager and an investor in growing companies. Mr. Rogers has been President of ~~independent~~Barastone, ~~registered~~LLC, ~~accounting~~a firm he co-founded since January 2014, and that specializes in providing innovative cash and liquidity solutions to homeowners. He also serves as President and CEO of Synthym, Inc. where he has been employed since January 2005. Synthym developed a risk based, risk controlled approach to absolute return investing. Mr. Rogers co-founded NFT Ventures with Ray Noorda, chairman of Novell, Inc. and was employed there from January 1992 to December 1999, managed the family office and portfolio of assets for NFT Ventures valued at over $1 billion. His management experience and knowledge led the board to believe that he is qualified to serve on the board of directors.

~~F-6~~33

~~Speedsport~~Mark ~~Branding~~Mirken, ~~Inc.~~Chief Executive Officer and Director

~~(Development~~Mr. Mirken ~~Stage~~is ~~Company)~~the former Chief Executive Officer of Millennium Biotechnologies/Inergetics where he served from 2005 to 2012. Inergetics is a leading developer of advanced proprietary nutritional products that improve overall health, physical recovery, athletic performance and quality of life for patients and consumers. Mr. Mirken joined TurboChef Technologies, Inc. in 2000 to lead the global sales division that took the company to be a world leader in technology, equipment and services for high-speed food preparation. He then went on to serve the company as President and Chief Operating Officer from 2002 to 2005. Subsequent to 2012 and prior to joining CannLabs, Mr. Mirken was performing management consulting services. In 2013, Mr. Mirken filed a petition under Chapter 11 of the United States Bankruptcy Code. Mr. Mirken has over 25 years of senior management experience that has allowed him to lead companies through startup, growth, capital restructuring, capital raising and branding initiatives. His management experience and knowledge led the board to believe that he is qualified to serve on the board of directors.

~~STATEMENT~~Genifer OFMurray, ~~STOCKHOLDERS' EQUITY~~President and Director

~~For~~Ms. Murray founded the ~~period~~Company ~~from~~in ~~January 10~~2010 and served as the Chief Executive Officer until July 14, ~~2006~~2014, ~~(inception)~~when ~~through~~she ~~December~~became 31the President. She has been at the forefront of marijuana health and safety for many years. Prior to 2010, ~~2012~~Ms. Murray was researching cannabis and the industry as well as medical uses for cannabis. She has served on advisory committees on the implementation of cannabis testing and labeling, including the Colorado governor’s taskforce for the implementation of Amendment 64. Genifer also participated in the Washington Liquor Board Testing Monograph and Lab Certification. Ms. Murray received her Bachelor of Science in Microbiology from Colorado State University. Her industry experience led the board to believe she is qualified to serve on the board of directors.

							Deficit
							Accumulated
	Common Stock (1)						During The			Stock-
			Amount		Additional		Development			holders'
	Shares		($.001 Par)		Paid in Capital		Stage			Equity
Balances at January 10, 2006		-	$	-	$	-	$	-		$	-
Shares issued to founders for services at $0.001 per share		10,125,000		10,125							10,125
Recapitalization		150,000		150		29,850					30,000
Net loss								(653,409	)		(653,409	)
Balances at December 31, 2006		10,275,000	$	10,275	$	29,850	$	(653,409	)	$	(613,284	)
Forgiveness of debt - related party						36,529					36,529
Net loss								(322,544	)		(322,544	)
Balances at December 31, 2007		10,275,000	$	10,275	$	66,379	$	(975,953	)	$	(899,299	)
Shares issued in conversion of debt		5,095,983		5,096		1,067,434					1,072,530
Shares issued for services at $0.20 per share		25,000		25		4,975					5,000
Shares issued for services at $0.20 per share		44,890		45		8,933					8,978
Net loss								(132,018	)		(132,018	)
Balances at December 31, 2008		15,440,873	$	15,441	$	1,147,721	$	(1,107,971	)	$	55,191
Shares issued in conversion of debt		210,000		210		62,790					63,000
Net loss								(46,682	)		(46,682	)
Balances at December 31, 2009		15,650,873	$	15,651	$	1,210,511	$	(1,154,653	)	$	71,509
Shares issued for cash at $0.20 per share		250,000		250		49,750					50,000
Shares issued for services at $0.20 per share		125,000		125		24,875					25,000
Net loss								(79,734	)		(79,734	)
Balances at December 31, 2010		16,025,873	$	16,026	$	1,285,136	$	(1,234,387	)	$	66,775
Shares issued for cash at $0.20 per share		250,000		250		49,750					50,000
Shares issued for services at $0.20 per share		161,865		162		32,211					32,373
Shares issued for services at $1.25 per share		15,600		16		19,484					19,500
Shares issued for services at $0.20 per share		82,500		83		16,417					16,500
Net loss								(155,319	)		(155,319	)
Balances at December 31, 2011		16,535,838	$	16,537	$	1,402,998	$	(1,389,706	)	$	29,829
Net loss								(27,775	)		(27,775	)
Balances December 31, 2012		16,535,838	$	16,537	$	1,402,998	$	(1,417,481	)	$	2,054

Joe M. Allbaugh, Director

~~(1)~~Mr. AsAllbaugh ~~adjusted~~is ~~for~~President aand 1Chief ~~for~~Executive 5Officer of Allbaugh International Group, LLC. ~~interest~~and has served in that capacity since May 2003. Allbaugh International Group, LLC provides world-class emergency, security, disaster and anti-terrorism planning, management, response, recovery, economic, real estate, training and implementation services to governmental agencies, private companies, and select individuals. Mr. Allbaugh is widely recognized and admired, both in the government and private sectors, for ~~common~~his ~~share exchange~~leadership, integrity and strategic management skills. He has established relationships with decision makers throughout the Middle East and Africa. In February 2001, Mr. Allbaugh was nominated by President George W. Bush to head the Federal Emergency Management Agency (FEMA) and sworn in ~~May~~later ~~2008~~that month. His experience and knowledge led the board to believe that he is qualified to serve on the board of directors.

~~See~~Kenneth ~~accompanying~~Johnsen, ~~notes to financial statements and report of independent registered accounting firm.~~Director

~~F-7~~Mr. Johnsen serves as Chairman of the Board for NACT Solutions LP, a telecommunications company and Phoenix Food, LLC which he founded and where he has served since 2012. Mr. Johnsen serves as the Chief Operation Officer of Blue Calypso, Inc. (OTCBB: BCYP), a publicly traded company that assists companies in launching content through social media rather than traditional advertising, from 2013 through 2014. He was the CEO of HG Food LLC from 2010 to 2012. He also served on the Board of Directors for Perficient, which is a publicly traded information technology services company. Mr. Johnsen founded Parago Inc. and served as a Director, President and Chief Executive Officer from June 1999 to 2006. Mr. Johnsen served as a Director, President and Chief Operating Officer of Metamor Worldwide Inc., a publicly traded information technology firm, from 1996 to 1999. Mr. Johnsen’s experience includes 22 years at IBM where he held numerous general management positions, including Vice President of Business Services for IBM Global Services and General Manager of IBM China/Hong Kong Operations. Mr. Johnsen holds 3 US Patents. His management experience and knowledge led the board to believe that he is qualified to serve on the board of directors.

~~Speedsport Branding, Inc.~~34

(AScott ~~Development~~McPherson, ~~Stage~~Chief ~~Company)~~Financial Officer

~~STATEMENTS~~Mr. OFMcPherson ~~CASH~~has ~~FLOWS~~served and is serving as the Chief Financial Officer of LaserLock Technologies, Inc. from December 2012 to October 2013 and from December 2014 to the present. LaserLock is a public company that provides state-of-the-art authentication solutions to governments, health care providers, high-end retailers and the gaming industry. Mr. McPherson served as the Chief Financial Officer of Virtual Piggy, Inc., from August 2010 through November 2012. Virtual Piggy provides an online platform to provide kids and teens with a safe environment to purchase products or play games. Mr. McPherson formed McPherson, CPA, PLLC in January 2005, which he continues to manage today. The firm performs accounting, tax, litigation support, business valuation and virtual CFO services for public and private clients in various industries. Mr. McPherson is licensed to practice as a CPA in Pennsylvania and Florida and is a Certified Fraud Examiner and Certified Valuation Analyst.

							For the period from
							Jan. 10, 2006
	For the years ended December 31,						(Inception) To
	2012			2011			December 31, 2012
Cash Flows From Operating Activities:
Net loss	$	(27,775	)	$	(155,319	)	$	(1,417,481	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		32,000			33,571			251,260
Bad debt (recovery)		(32,257	)		47,257			15,000
Stock issued for services		-			68,373			117,476
Non cash lease income		-			(1,161	)		-
Non cash interest expense (net)		-			1,191			-
(Gain) Loss on asset sales		-			-			(16,359	)
Changes in:
Accounts receivable		-			-			(15,000	)
Accounts payables		13,993			(6,152	)		14,766
Accrued interest		(511	)		-			80,594
Accrued payables - related parties		(41,640	)		-			3,885
Net cash provided by (used in) operating activities		(56,190	)		(12,240	)		(965,859	)
Cash Flows From Investing Activities:
Fixed asset purchases		-			-			(11,314	)
Fixed asset sales		-			-			132,400
Net cash provided by (used in) investing activities		-			-			121,086
Cash Flows From Financing Activities:
Notes & loans payable - borrowings		4,932			196,853			712,350
Notes & loans payable - payments		(4,408	)		(218,991	)		(133,901	)
Repayments on related party advances		(114,302	)		(32,257	)		(1,438,390	)
Advances from related parties		144,559			-			1,572,682
Bank overdraft		2,032			-			2,032
Issuance of common stock		-			50,000			130,000
Net cash provided by (used in) financing activities		32,813			(4,395	)		844,773
Net Increase (Decrease) In Cash		(23,377	)		(16,635	)		-
Cash At The Beginning Of The Period		23,377			40,012			-
Cash At The End Of The Period	$	-		$	23,377		$	-
Schedule Of Non-Cash Investing And Financing Activities
Debt converted to capital	$	-		$	-		$	490,000
Interest converted to capital	$	-		$	-		$	76,469
Related party debt converted to capital	$	-		$	-		$	409,061
Assets purchased by issuing related party notes	$	-		$	-		$	486,868
Assets purchased by issuing notes	$	-		$	-		$	45,623
Forgiveness of debt - related party	$	-		$	-		$	36,529

Independent Directors

~~During~~Our board ~~2007~~of directors has determined that each of Joe M. Allbaugh, anKenneth ~~asset~~Johnsen, ~~with~~and aMark ~~net~~Rogers ~~book~~is ~~value~~independent within the meaning of ~~$144~~applicable listing rules of NASDAQ Stock Market,~~505~~ ~~was~~as ~~transferred~~amended from time to atime ~~related~~and ~~party~~the torules ~~settle~~and ~~outstanding~~regulations promulgated by ~~debt~~the SEC. We anticipate that we will add additional independent directors in the future. Our board of ~~$181~~directors has a separately designated Audit Committee,~~034~~ Compensation Committee, and Nominating Committee. ~~Upon~~Two independent directors are on each of the ~~transfer~~Audit, Compensation and Nominating Committees. Mr. Rogers is the ~~difference~~Chairman of ~~$36,529~~the ~~was~~Audit ~~deemed~~Committee towhile beMr. ~~forgiveness~~Johnsen is the Chairman of ~~debt~~the Compensation Committee and ~~was~~the ~~recorded~~Nominating Committee. We anticipate forming the Corporate Governance Committee in the near future. Mr. Rogers qualifies as an ~~additional~~“audit committee financial expert,” within the meaning of Item 407(d)(5) ~~paid~~of inRegulation ~~capital~~S-K promulgated by the SEC.

Supplemental Disclosure
Cash paid for interest	$	1,589	$	1,246	$	24,966
Cash paid for income taxes	$	-	$	-	$	-

Committees of the Board of Directors

~~See~~The ~~accompanying~~Audit ~~notes~~Committee ~~to financial~~consists ~~statements and report~~ of ~~independent~~Mark ~~registered~~Rogers ~~accounting~~and ~~firm~~Joe Allbaugh.

~~F-8~~The Compensation Committee consists of Mark Rogers and Ken Johnsen.

~~Speedsport~~Code ~~Branding,~~of ~~Inc.~~Ethics

(AWe ~~Development~~have ~~Stage~~adopted a Code of Business Conduct and Ethics that applies to directors, officers and other employees of the Company) and its subsidiaries, including our principal executive officer, principal financial officer and principal accounting officer. Copies of the code can be obtained free of charge from our web site, www.cannlabs.com. We intend to post any amendments to, or waivers from, our code of ethics on our web site.

~~NOTES TO FINANCIAL STATEMENTS~~35

~~For~~ITEM ~~the~~11. EXECUTIVE ~~Years Ended December 31, 2012 and 2011,~~COMPENSATION.

~~And~~EXECUTIVE ~~For The Period From January 10, 2006 (Inception)~~ COMPENSATION

~~Through~~SUMMARY ~~December~~COMPENSATION ~~31, 2012~~ TABLE

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


										Non-Equity		Nonqualified
										Incentive		Deferred
						Stock		Option		Plan		Compensation		All Other
Name and Principal		Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation		Total
Position	Year	($)		($)		($) (5)		($)		($)		($)		($)		($)
Mark Mirken, Chief
Executive Officer (1)	2013	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
	2014	$	84,615	$	—	$	6,006,500	$	—	$	—	$	—	$	—	$	6,091,115


Genifer Murray, President	2013	$	37,846	$	—	$	—	$	—	$	—	$	—	$	—	$	37,846
(2)	2014	$	95,037	$	50,000	$	31,200	$	—	$	—	$	—	$	—	$	176,237

Steve Kilts, Chief
Technology Officer and
Chief Information	2013	$	14,723	$	—	$	—	$	—	$	—	$	—	$	—	$	14,723
Officer(3)	2014	$	90,500	$	—	$	31,200	$	—	$	—	$	—	$	—	$	121,700

Scott McPherson, Chief	2013	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Financial Officer (4)	2013	$	78,654	$	—	$	7,800	$	—	$	—	$	—	$	—	$	86,454

~~Speedsport Branding, Inc.~~ (~~the “Company”~~1)~~, was~~ ~~incorporated in the State of Nevada on January 10, 2006~~Mr. ~~The~~Mirken Company designs and modifies motorsport racecars for its own use, provides race consulting services to other race teams, and competes in organized racing events. The Company is currently considered to be in the development stage, and has generated only limited revenues from its activities in the racing business. Speedsport Branding, LLC was ~~formed~~appointed inChief ~~the~~Executive ~~State~~Officer ofeffective ~~California~~July ~~on January 26~~14, ~~2006~~2014. On May 15, 2008, in a merger classified as a transaction between parties under common control, the sole membership interest owner in Speedsport Branding, LLC exchanged 30,000 membership interests for 150,000 common shares in Speedsport Branding, Inc. Subsequent to the consummation of the merger Speedsport Branding, LLC ceased to exist. The results of operations of Speedsport Branding, Inc. and Speedsport Branding, LLC have been combined from January 26, 2006 forward through the date of merger.

~~Use~~(2) ofMs. ~~Estimates~~Murray was appointed President effective July 14, 2014. She previously served as our Chief Executive Officer.

~~The~~(2) ~~preparation~~Mr. ~~of financial~~Kilts ~~statements~~was inappointed ~~conformity~~Chief ~~with~~Technology ~~accounting~~Officer ~~principles generally accepted in the United States requires management to make estimates~~ and ~~assumptions~~Chief ~~that~~Information ~~affect~~Officer ~~reported~~effective ~~amounts~~July of14, ~~assets~~2014. ~~and~~Mr. ~~liabilities~~Kilts ~~and~~previously ~~disclosure~~served ofas ~~contingent~~our ~~assets~~Chief ~~and liabilities~~Operating atOfficer. ~~the~~Mr. ~~date~~Kilts ofresigned ~~the~~as ~~financial~~an ~~statements~~officer and ~~the~~director ~~reported amounts~~ of ~~revenues and expenses during~~ the ~~reporting periods.~~Company ~~Actual~~effective ~~results~~January ~~could~~15, ~~differ from those estimates~~2015.

~~Cash~~(4) ~~and~~Mr. ~~cash~~McPherson ~~equivalents~~was appointed Chief Financial Officer effective June 12, 2014.

~~The~~(5) ~~Company~~Represents ~~considers~~the ~~all~~grant ~~highly liquid~~date, ~~investments~~fair ~~with~~value ~~an original maturity~~ of ~~three months or less as cash equivalents. The Company maintains cash with a commercial bank. The deposits are made with a reputable financial institution and~~ the ~~Company~~stock ~~does not anticipate realizing any losses from these deposits~~award.

~~Accounts~~Outstanding ~~receivable~~Equity Awards at December 31, 2014

The ~~Company~~following ~~reviews~~table ~~accounts~~sets ~~receivable periodically~~forth, for ~~collectability~~each ~~and~~named ~~establishes~~executive anofficer, ~~allowance~~information ~~for~~regarding ~~doubtful~~stock ~~accounts~~that ~~and~~had ~~records~~not ~~bad~~vested ~~debt~~as ~~expense~~of ~~when deemed necessary. Significant management judgment is required to determine~~ the ~~allowance~~end ~~for~~of ~~doubtful~~fiscal ~~accounts.~~year ~~Accounts~~ended ~~receivable are charged off against the allowance when collectability is determined to be permanently impaired. At~~ December 31, ~~2012 and 2011, the Company had no balance in its allowance for doubtful accounts~~2014.

F-9


Name and Principal	Shares	Unvested
Position	Issued	Shares

Mark Mirken, Chief Executive Officer
and Director	3,000,000	3,000,000

Genifer Murray, President and
Director	1,200,000	600,000

Steven Kilts, Chief Technology Officer
and Director	1,200,000	600,000

Scott McPherson, Chief Financial
Officer	300,000	300,000

~~Property and equipment~~36

~~Property~~ITEM ~~and equipment are recorded at cost and depreciated under the straight line method over each item's estimated useful life~~12. ~~The~~SECURITY ~~Company~~OWNERSHIP ~~uses~~OF aCERTAIN ~~five~~BENEFICIAL ~~year~~OWNERS ~~life~~AND ~~for racecars,~~MANAGEMENT ~~vehicles~~AND RELATED ~~and~~STOCKHOLDER ~~furniture and fixtures.~~MATTERS

~~Long-Lived~~SECURITY ~~Assets~~OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

InThe following ~~accordance~~table ~~with~~sets ~~FASB~~forth ~~ASC~~certain ~~360, “Property,~~information ~~Plant,~~as ~~and~~of ~~Equipment”~~June ~~which~~12, ~~establishes~~2015 regarding the ~~accounting~~beneficial ~~for~~ownership ~~impairment~~ of ~~long-lived~~our ~~tangible~~common ~~and~~stock by ~~intangible~~(i) ~~assets~~each ~~other~~person ~~than~~or ~~goodwill~~entity who, ~~the~~to ~~Company~~our ~~reviews~~knowledge, ~~for~~owns ~~impairment~~more ~~when~~than ~~facts~~5% orof ~~circumstances~~our ~~indicate~~common ~~that~~stock; ~~the carrying~~(ii) ~~value~~our ofnamed ~~long-lived~~executive ~~assets~~officers; (iii) toeach bedirector; ~~held~~ and, ~~used~~(iv) ~~may~~all ~~not~~of beour ~~recoverable.~~executive Ifofficers ~~such~~and ~~facts~~directors oras ~~circumstances~~a ~~are~~group. ~~determined to~~Unless ~~exist,~~otherwise anindicated ~~estimate~~in of the footnotes ~~undiscounted~~to ~~future cash flows produced by~~ the ~~long-lived~~following ~~asset~~table, oreach ~~the~~person ~~appropriate~~named ~~grouping~~in ~~of assets, is compared to~~ the ~~carrying~~table ~~value~~has tosole ~~determine~~voting ~~whether~~and ~~impairment~~investment ~~exists~~power. IfShares anof ~~asset~~common isstock subject ~~determined~~ to beoptions, ~~impaired~~warrants, ~~the~~ ~~loss~~or isother ~~measured~~rights ~~based~~currently onexercisable ~~various~~or ~~valuation~~exercisable ~~techniques,~~within ~~including~~60 ~~the~~days ~~discounted value~~ of ~~estimated~~June ~~future~~12, ~~cash~~2015, ~~flows.~~are ~~The~~deemed ~~Company~~to ~~reports~~be ~~impairment~~beneficially ~~cost~~owned asand aoutstanding ~~charge~~for tocomputing ~~operations at~~ the ~~time~~share itownership isand ~~identified.~~percentage ~~During~~of the ~~years~~stockholder ~~ended~~holding ~~December 31, 2012 and 2011 and during~~ the ~~period from January 10~~options, ~~2006~~warrants ~~(inception)~~or toother ~~December 31~~rights, ~~2012,~~but ~~the~~are ~~Company determined~~not ~~that~~deemed ~~there~~outstanding ~~was~~for nocomputing ~~impairment~~the percentage of ~~long-lived~~any ~~assets~~other stockholder.

Financial Instruments


	Amount and Nature
	of Beneficial		Percentage
Name and Address of Beneficial Owner	Ownership (1)		of Class (2)

5% Beneficial Owners

Steve Kilts		10,000,000		15.5	%
3888 E. Mexico Avenue
Denver, Colorado 80210

Richard Yost		3,855,600		6.0	%
100 Saint James Place
Staten Island, New York 10304

Executive Officers and Directors

Mark Mirken		3,250,000		5.0	%
3888 E. Mexico Avenue
Denver, Colorado 80210

Genifer Murray		10,000,000		15.5	%
3888 E. Mexico Avenue
Denver, Colorado 80210

Mark Rogers		300,000		*
3888 E. Mexico Avenue
Denver, Colorado 80210

Joseph Allbaugh		250,000		*
3888 E. Mexico Avenue
Denver, Colorado 80210

Kenneth Johnsen		250,000		*
3888 E. Mexico Avenue
Denver, Colorado 80210

Scott McPherson		300,000		*
3888 E. Mexico Avenue
Denver, Colorado 80210

All directors and executive officers as a group (6 persons)		14,350,000		22.2	%

The Company measures its financial assets and liabilities in accordance with the requirements of FASB ASC 825 “Financial Instruments”. The carrying values of its accounts payable, note payable (current portion), line of credit, accrued expenses, and other current liabilities approximate fair value due to the short-term maturities of these instruments.37

~~Revenue~~ITEM ~~recognition~~13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

~~Revenue~~Related ~~from~~Party event consulting is recognized upon completion of the contracted services. Revenue from race sponsorships is recognized upon completion of the race for which the advertising was provided. Other revenue is recognized on an accrual basis as earned under contract terms.Transactions

~~F-10~~Under applicable SEC rules and regulations, the following individuals may be considered “promoters” of the Company as they were instrumental in forming and organizing the Company: (i) Genifer Murray (ii) SB Dallas Investments I, LP.

~~Income~~At ~~tax~~December 31, 2013, one shareholder of the Company held a $100,000 unsecured note payable.

~~The~~At ~~Company~~December accounts for income taxes pursuant to FASB ASC 740 “Income Taxes”. Under FASB ASC 740 deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when31, ~~in the opinion of management~~2014, ittwo isshareholders ~~more likely than not that some portion or all~~ of the ~~deferred tax~~Company ~~assets~~held ~~will not be realized. The provision for income taxes represents the tax expense for the period~~$218,800 ~~if any, and the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects~~ of ~~changes~~unsecured innotes ~~tax laws and rates on the date of enactment~~payable.

~~FASB~~At ~~ASC~~December ~~740 also provides criteria for the recognition~~31, ~~measurement,~~2014 ~~presentation~~one ~~and~~shareholder ~~disclosure~~ of ~~uncertain~~the ~~tax~~Company ~~positions.~~held ~~Under FASB ASC 740~~$750,000 ~~the impact~~ of ansecured ~~uncertain tax~~notes ~~position~~payable onand ~~the~~a ~~income~~secured ~~tax~~line ~~return~~of ~~may~~credit ~~only~~in ~~be recognized at~~ the ~~largest~~ amount ~~that~~of ~~is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At December 31~~$300, ~~2012 and 2011, there were no unrecognized tax benefits~~000.

~~Net~~As ~~income~~of ~~(loss)~~December ~~per~~31, ~~share~~2014, the Company had an employment agreement with Mark Mirken. We have issued restricted shares of the Company’s common stock to Mr. Mirken, which are described in more detail under

~~The Company utilizes FASB ASC 260,~~ “~~Earnings per~~Item ~~Share~~11. Executive Compensation” ~~Basic earnings per share is computed by dividing earnings (loss) attributable to common stockholders by the weighted-average number~~ of ~~common~~this ~~shares outstanding during the reporting period~~report. ~~Diluted earnings per share is computed similar to basic earnings~~ ~~per~~On ~~share~~June ~~except~~15, ~~that~~2015, the ~~denominator~~Company isentered ~~increased~~into toa ~~include~~consulting ~~additional~~agreement ~~common~~with ~~share equivalents available upon exercise of stock options and warrants using the treasury stock method~~Mr. ~~Dilutive~~Mirken ~~common~~at ~~share~~a ~~equivalents~~rate ~~include the dilutive effect~~ of ~~in-the-money share equivalents~~$5,000 ~~which~~per ~~are~~month ~~calculated based on the average share price for each period using the treasury stock method, excluding~~beginning ~~any~~August ~~common share equivalents if their effect would be anti-dilutive For the year ended December 31~~1, ~~2012~~2015, ~~there~~whereby ~~were no potentially dilutive shares excluded from the calculation because they are anti-dilutive~~Mr. ~~For~~Mirken ~~the~~will ~~year~~assist ~~ended December 31, 2011, potentially dilutive stock to be issued of 150,000 shares respectively, were excluded from~~ the ~~computation~~Company ~~because~~with ~~they~~business ~~are anti-dilutive~~development.

~~F-11~~Policies and Procedures for Reviewing Related Party Transactions

~~Products~~We ~~and~~have ~~services~~not adopted any written policies or procedures governing the review, ~~geographic~~approval ~~areas and~~or ~~major~~ratification ~~customers~~of related party transactions, however, our Board of Directors reviews, approves or ratifies, when necessary, all transactions with related parties.

~~The~~ITEM ~~Company~~14. PRINCIPAL ~~earns~~ACCOUNTANT ~~revenue~~FEES ~~from~~AND ~~race purses, race event consulting, the sale of advertising to racing sponsors, and the occasional lease of racecars, but does not separate sales of different activities into operating segments~~SERVICES.

~~The~~Audit Company had limited revenues in 2012 and 2011 from a small client base. During the year ended, 2012, the Company earned revenue from four companies, of which two were related to the Company. Three customers accounted for 43% (related party), 39% and 14% of total 2012 revenue, respectively. Revenue in 2011 included lease income from the lease of a vehicle to a related party.Fees

~~Stock~~The fees ~~based~~billed ~~compensation~~for professional services rendered by our principal accountant for the audit of our annual financial statements for the years ended December 31, 2014 and 2013 and the review of the financial statements included in each of our quarterly reports during the years ended December 31, 2014 and 2013, were $57,215 and $11,900, respectively.

~~The Company accounts for employee and non~~Audit-~~employee~~Related stock awards under FASB ASC 718 “Compensation-Stock Compensation”, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.Fees

~~Reclassifications~~There were no fees billed by our independent accountants for audit-related services during the fiscal year ended December 31, 2014 and 2013.

~~Certain~~Tax ~~reclassifications have been made to the 2011 and January 10, 2006 (inception) to December 31, 2012 financial statements to conform to the 2012 presentation.~~Fees

~~Recent~~During ~~Accounting~~the ~~Pronouncements~~fiscal years ended December 31, 2014 and 2013, there were no fees billed for tax compliance, tax advice and/or tax planning by our principal accountants.

~~Management~~All ~~does~~Other ~~not believe that any recently issued, but not yet effective, accounting standards, if adopted, will have a material effect on our financial statements.~~Fees

~~NOTE~~During 2.the ~~PROPERTY~~years ~~AND~~ended ~~EQUIPMENT~~December 31, 2014 and 2013, there were no additional fees billed for products and services provided by the principal accountant other than those set forth above.

~~Property~~Audit ~~and~~Committee ~~equipment consisted of the following:~~Approval

	December 31,
	2012			2011
Racecars	$	160,000		$	160,000
Truck and other vehicles		53,713			53,713
		213,713			213,713
Less accumulated depreciation		(181,713	)		(149,713	)
Total	$	32,000		$	64,000

Our audit committee approves the engagement of our independent auditors, and meets with our independent auditors to approve the annual scope of accounting services to be performed and the related fee estimates. It also meets with our independent auditors prior to the completion of our annual audit and reviews the results of their audit and review of our annual and interim consolidated financial statements, respectively. During the course of the year, our chairperson has the authority to pre-approve requests for services that were not approved in the annual pre-approval process. The chairperson reports any interim pre-approvals at the following quarterly meeting. At each of the meetings, management and our independent auditors update our board of directors regarding material changes to any service.

~~The property and equipment is stored at a non-related party’s facility in North Carolina. No rent is charged by the owner as the space required for storage is minimal.~~ 38

~~NOTE~~PART ~~3. LINE OF CREDIT~~IV

~~The Company has a line of credit with~~ITEM ~~a bank for $9,600, which is guaranteed by a majority shareholder~~15. EXHIBITS ~~Interest~~AND onFINANCIAL ~~the~~STATEMENT ~~outstanding balance accrues at 13~~SCHEDULES.~~75% per annum. As of December 31, 2012 and 2011, the outstanding balance was $9,201 and 8,677, respectively.~~

~~F-12~~(a) Audited financial statements.

~~The~~(b) Company has a line of credit with a related party, which is owned by a majority shareholder, for $450,000, which is secured by Company property. Under the agreement, disbursement of funds is not required and the related party has sole discretion to disburse any funds. The ~~related~~following ~~party~~exhibits ~~has~~are ~~agreed to~~filed ~~advance up to $100,000, per each request of advance, if needed,~~ as ofpart ~~December 31, 2012. Any amounts advanced accrue interest at 10% per annum and principal and interest are due at the end~~ of ~~each quarter. As of December 31, 2012 and 2011, there was no balance outstanding on~~ this ~~line of credit~~report.

NOTE 4. NOTE PAYABLE – RELATED PARTY

Exhibit Number		Description

31.1**		Certification of the principal executive officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a)

During 2009, the Company entered into a note agreement with a related party for $49,500. The note bears 8% interest per annum and is due on demand. As of December 31, 2011, the outstanding balance was $2,000. In 2012, the note plus accrued interest of $674 was repaid.

31.2**		Certification of the principal financial officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a)

32.1**		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by the chief executive officer of the Company

32.2**		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by the chief financial officer of the Company

101.INS**		XBRL Instance Document

101.SCH**		XBRL Taxonomy Extension Schema Document

101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**		XBRL Taxonomy Extension Label Linkbase

101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

~~NOTE 5. RELATED PARTY TRANSACTIONS~~39

~~In January 2006, the Company issued 10,125,000 shares of common stock to the founders of the Company with a value of $10,125 in payment of services.~~SIGNATURES

~~In February 2007, the Company~~Pursuant ~~signed an agreement~~ to ~~lease a race car from a related party, a majority shareholder. Under~~ the ~~terms~~requirements of ~~the~~Section 13 ~~agreement,~~or ~~the Company~~15(d) ~~leases~~of the ~~race~~Securities ~~car~~Exchange ~~for~~Act ~~specific~~of ~~races and pays $7~~1934,~~500~~ ~~per~~the ~~sprint~~Registrant ~~race~~has ~~for~~duly ~~use~~caused ~~and~~this ~~$15,000~~Report to ~~for~~be ~~endurance~~signed ~~races. The term is~~ on aits ~~per~~behalf ~~event~~by ~~basis and has no end date. General and administrative expense on~~ the ~~statement of operations includes $37~~undersigned,~~500~~ atthereunto ~~December,~~duly 31authorized, ~~2008.~~on ~~The total amount owed at December 31, 2008 was $97,500. On September 1, 2009, the Company committed to issue 325,000 shares of common stock to settle~~ this 16 ~~debt.~~day ~~In 2009, 175,000 common shares were issued to convert $52,500~~ of ~~the debt. As of December 31~~June, ~~2011, $45,000 was outstanding as stock subscription payable~~2015. ~~In 2012, the Company paid $45,000 in cash to settle the remaining liability instead of issuing shares.~~

~~In March 2007~~CannLabs, ~~the~~Inc. ~~Company~~By: ~~signed~~/s/ anMark ~~agreement to~~C. ~~lease~~Mirken aMark ~~truck~~C. ~~to a related party~~Mirken, aChief ~~majority~~Executive ~~shareholder.~~Officer ~~The~~and ~~amount~~Principal ofExecutive ~~$866~~Officer ~~per~~/s/ ~~month~~Scott isA. ~~reflected~~McPherson asScott ~~revenue~~A. onMcPherson, ~~the~~Chief ~~statement of~~Financial ~~operations.~~Officer ~~The~~and ~~agreement~~Principal ~~ended~~Accounting ~~in January 2011.~~Officer

InPursuant ~~2007,~~to the ~~Company~~requirements ~~transferred~~of athe ~~trailer with~~Securities aExchange ~~net~~Act ~~book value~~ of ~~$144~~1934,~~505~~ tothis aReport ~~related~~on ~~party,~~Form a10-K ~~majority~~has ~~shareholder,~~been insigned ~~settlement~~below ofby ~~debt~~the ~~and~~following ~~related~~persons ~~interest~~on inbehalf ~~the amount~~ of ~~$181,034.~~the ~~Related~~Registrant ~~party~~and ~~forgiveness of debt~~ in the ~~amount~~capacities ofand ~~$36,529~~on ~~was~~the ~~recorded~~dates ~~as additional paid in capital.~~indicated:

In 2008, the Company rented pit equipment from a related party, a company owned by a majority shareholder, for a total of $10,500. On October 1, 2009, the Company issued 35,000 shares of common stock in payment of this obligation.


Signature	Title	Date

/s/ Mark C. Mirken	Chief Executive Officer and Director	June 16, 2015
Mark C. Mirken

/s/ Scott A. McPherson	Chief Financial Officer and Principal Accounting Officer	June 16, 2015
Scott A. McPherson

/s/ Mark Rogers	Chairman of the Board	June 16, 2015
Mark Rogers

/s/ Genifer Murray	Founder, President and Director	June 16, 2015
Genifer Murray

/s/ Kenneth Johnsen	Director	June 16, 2015
Kenneth Johnsen

/s/ Joseph Albaugh	Director	June 16, 2015
Joseph Albaugh

In 2008, the Company converted notes payable and related interest totaling $912,530 into 4,562,650 shares of common stock. Included in the transaction was $375,370 of related party notes payable and accrued interest due to its president and significant shareholders that were converted to 1,876,850 shares of common stock.40

~~F-13~~CONTENTS

On December 31, 2008, the Company issued 44,890 shares of common stock valued at approximately $9,000 to a related party, the Company’s president, in payment of services rendered.


		PAGE

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-2

CONSOLIDATED BALANCE SHEETS		F-3

CONSOLIDATED STATEMENTS OF OPERATIONS		F-4

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)		F-5

CONSOLIDATED STATEMENT OF CASH FLOWS		F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		F-7 to F-26

On December 31, 2008, the Company issued 533,333 shares of common stock valued at $160,000 to a related party, a company owned by a majority shareholder, in repayment of a loan created in the purchase of an asset.F-1

InREPORT ~~2009,~~OF ~~the~~INDEPENDENT ~~Company~~REGISTERED ~~borrowed~~PUBLIC ~~$53,225~~ACCOUNTING ~~from two related parties, both of which are owned by a majority shareholder. The loans were due on demand, are unsecured and bear interest at 8%. In 2011, the loan was paid in full.~~FIRM

OnTo ~~October 20, 2010,~~ the ~~Company~~Board ~~issued 125,000 shares~~ of ~~common~~Directors ~~stock~~and toStockholders ~~a related party, the father~~ of ~~the Company’s president, in payment of services rendered for $25,000.~~

~~As of December 31~~CannLabs, ~~2011, the Company had a related party receivable, with a company owned by a majority shareholder, in the amount of $32,257, which was reserved in case of non-repayment~~Inc. ~~In 2012, the Company collected the receivable~~ and ~~recorded bad debt recovery of $32,257.~~Subsidiaries

AsWe have audited the accompanying consolidated balance sheets of CannLabs, Inc. and Subsidiaries (the “Company”) as of December 31, ~~2012~~2014 and 2013, and the ~~Company~~related ~~owed a~~consolidated ~~related~~statements ~~party~~of operations, achanges ~~company~~in ~~owned~~stockholders’ byequity a(deficit), ~~majority~~and ~~shareholder,~~cash ~~$3,885~~flows for the years then ended. ~~This~~These ~~amount~~financial ~~was~~statements ~~fully~~are ~~repaid~~the inresponsibility ~~2013~~of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

~~During~~We ~~the~~conducted ~~year~~our ~~ended~~audits ~~December~~in ~~31,~~accordance ~~2012,~~ with the standards of the Public Company ~~incurred~~Accounting ~~management~~Oversight ~~fees~~Board ~~payable~~(United States). Those standards require that we plan and perform the audit to aobtain ~~related~~reasonable ~~party~~assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, anor ~~company~~were ~~owned~~we byengaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a ~~majority~~basis ~~shareholder,~~for designing audit procedures that are appropriate in the ~~amount~~circumstances, but not for the purpose of ~~$40,000~~expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. ~~There~~ ~~were~~Accordingly, we express no ~~management~~such ~~fees~~an ~~incurred~~opinion. ~~for~~An audit includes examining, on a test basis, evidence supporting the ~~year~~amounts ~~ended~~and ~~December~~disclosures 31in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, ~~2011~~as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~During~~In our opinion, the ~~year~~consolidated ~~ended~~financial ~~December~~statements ~~31,~~referred ~~2012~~to above present fairly, ~~the~~ ~~Company~~in ~~incurred~~all ~~consulting~~material ~~fees~~respects, ~~payable~~the toconsolidated ~~two~~financial ~~related~~position ~~parties,~~of ~~companies~~the ~~owned~~Company byat aDecember ~~majority~~31, ~~shareholder~~2014 and 2013, inand the ~~amount~~consolidated results of ~~$17,500.~~ ~~There~~their ~~were~~operations noand ~~related~~their ~~party~~cash ~~consulting~~flows ~~fees incurred~~ for the ~~year~~years then ended, ~~December~~in ~~31,~~conformity ~~2011~~with accounting principles generally accepted in the United States of America.

~~NOTE~~The 6accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As ~~STOCKHOLDERS~~discussed in Note 2 to the consolidated financial statements, successful completion of the Company’s ~~EQUITY~~development ~~TRANSACTIONS (NON-RELATED~~program ~~PARTY)~~and, ultimately, the attainment of profitable operations are dependent upon future events, including obtaining adequate financing to fulfill its development activities. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

~~Preferred~~/s/ ~~Shares~~Morison Cogen LLP

~~The~~Bala ~~Company is authorized to issue 10~~Cynwyd,~~000,000 shares~~ of preferred stock with such designations, voting and other rights ad preferences as may be determined by the Board of Directors. As of December 31, 2012, there are no preferred shares issued or outstanding.Pennsylvania

~~Common~~June ~~Shares~~16, 2015

~~In 2006, the Company sold 150,000 shares of common stock for cash of $30,000.~~F-2

~~In 2008~~CannLabs, ~~the~~Inc. ~~Company~~and ~~issued 25,000 shares of common stock with a fair value of $5,000 for services.~~Subsidiaries

InConsolidated ~~2010,~~Balance ~~the Company sold 250,000 shares of common stock for cash of $50,000.~~Sheets

F-14


	December 31, 2014			December 31, 2013
ASSETS
CURRENT ASSETS
Cash	$	11,340		$	54,394
Accounts receivable		143,950			-
Prepaid expenses		106,818			4,089
Due from stockholders		-			13,970

TOTAL CURRENT ASSETS		262,108			72,453

PROPERTY AND EQUIPMENT
Equipment		171,036			47,799
Furniture and fixtures		19,807			-
Leasehold Improvements		194,435			32,906
Assets under capital lease		869,131			99,173
		1,254,409			179,878
Less: accumulated depreciation		258,177			32,737
		996,232			147,141
OTHER ASSETS
Deposit		38,394			3,507
Patents and trademarks, net of amortization of $277 and $0		20,893			-
		59,287			3,507

TOTAL ASSETS	$	1,317,627		$	223,101

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	932,360		$	14,923
Deferred revenue		120,163			3,448
Obligations under capital leases		237,512			32,305
Notes payable - stockholders		218,800			100,000

TOTAL CURRENT LIABILITIES		1,508,835			150,676

LONG-TERM LIABILITIES
Notes payable - stockholder		750,000			-
Line of credit - stockholder		300,000			-
Obligations under capital leases, net of current portion		387,763			43,523
		1,437,763			43,523
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY (DEFICIT)

Convertible preferred stock, $.001 par value, 10,000,000 shares authorized, 500,000 issued and outstanding at December 31, 2014		500			-

Common stock, $.001 par value; 200,000,000 shares authorized, 65,164,704 shares issued and outstanding at December 31, 2014 and 54,000,000 shares issued and outstanding at December 31, 2013		65,165			54,000

Additional paid in capital		6,686,575			(53,800	)

Deferred compensation		(5,145,719	)		-

Retained earnings (accumulated deficit)		(1,605,731	)		-

STOCKHOLDERS’ EQUITY (DEFICIT) BEFORE NON CONTROLLING INTEREST		790			200

Non controlling interest in variable interest entities		(1,629,761	)		28,702

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(1,628,971	)		28,902

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,317,627		$	223,101

InThe ~~2011,~~accompanying ~~the~~notes ~~Company~~are ~~sold~~an ~~250,000~~integral ~~shares~~ part of ~~common~~these ~~stock~~consolidated ~~for~~financial ~~cash of $50,000~~statements.

~~In 2011, the Company issued 259,965 shares of common stock with a fair value of $68,373 for services.~~F-3

~~NOTE~~CannLabs, 7Inc. ~~INCOME~~and ~~TAXES~~ Subsidiaries

~~The~~Consolidated ~~following~~Statements ~~table~~of ~~presents the current and deferred income tax provision (benefit) for federal and state income taxes:~~Operations

	2012			2011			January 10, 2006 (Inception) to December 31, 2012
Current tax provision:
Federal	$	-		$	-		$	-
State		-			-			-
Deferred tax provision (benefit):
Federal		1,000			(23,000	)		(57,000	)
State		-			(8,000	)		(19,000	)
Valuation allowance		(1,000	)		31,000			76,000
Total provision for income tax	$	-		$	-		$	-

For the Years Ended December 31, 2014 and 2013

Current income taxes are based upon the year’s income taxable for federal and state tax reporting purposes. Deferred income taxes (benefits) are provided for certain income and expenses, which are recognized in different periods for tax and financial reporting purposes.


	2014			2013
REVENUES	$	1,364,760		$	300,734

COST OF REVENUES		886,646			109,360

GROSS PROFIT		478,114			191,374

OPERATING EXPENSES
General and administrative (1)		1,267,533			107,052
Administrative payroll (2)		1,737,186			71,711
Sales and marketing		661,057			3,429
Total operating expenses		3,665,776			182,192

INCOME (LOSS) BEFORE OTHER INCOME (EXPENSE)		(3,187,662	)		9,182

OTHER INCOME (EXPENSE)
Interest income		19			-
Interest expense		(50,197	)		(1,706	)
Loss on sale of assets		(4,841	)		-
Total other expenses		(55,019	)		(1,706	)

NET INCOME (LOSS)		(3,242,681	)		7,476

NET INCOME (LOSS) ATTRIBUTABLE TO THE NONCONTROLLING INTEREST		(1,658,463	)		7,476

ACCRUED PREFERRED DIVIDENDS		22,247			-

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(1,606,465	)	$	-

BASIC AND DILUTED NET LOSS PER COMMON SHARE	$	(0.03	)	$	-

BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING		60,320,523			54,000,000

~~Deferred~~(1) ~~tax~~- ~~assets~~Includes ~~and~~$7,173 ~~liabilities are computed for differences between the financial statements~~ and ~~tax~~$0 ~~bases~~ of ~~assets~~non-cash ~~and~~compensation ~~liabilities~~for ~~that will result in taxable or deductible amounts in~~ the ~~future~~years ~~based~~ended onDecember ~~enacted~~31, ~~tax~~2014 ~~laws~~ and ~~rates~~2013 ~~applicable~~(2) to- ~~the~~Includes ~~period~~$999,883 ~~in which the differences are expected to affect taxable income. The Company’s deferred income taxes arise from the temporary differences between financial statement~~ and ~~income~~$0 ~~tax recognition~~ of ~~net~~non-cash ~~operating~~compensation ~~losses.~~for ~~These loss carryovers would be limited under~~ the ~~Internal~~years ~~Revenue~~ended ~~Code~~December ~~should a~~31, ~~significant~~2014 ~~change~~and ~~in ownership occur within a three year period.~~2013

~~F-15~~The accompanying notes are an integral part of these consolidated financial statements.

At December 31, 2012 and 2011, the Company had net operating loss carryforwards of approximately $381,000 and $385,000 which begin to expire in 2026. The deferred tax assets arising from the net operating loss carryforwards are approximately $76,000 and $77,000 as of December 31, 2012 and 2011, respectively. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, the projected future taxable income and tax planning strategies in making this assessment. Based on management’s analysis, they concluded not to retain a deferred tax asset since it is uncertain whether the Company can utilize this asset in future periods. Therefore, they have established a full reserve against this asset. The change in the valuation allowance in 2012 and 2011 was approximately ($1,000) and $31,000.F-4

ACannLabs, ~~reconciliation of the expected tax computed at the U~~Inc.S. ~~statutory federal income tax rate to the total benefit for income taxes at December 31, 2012, 2011~~ and ~~January 10, 2006 (inception) to December 31, 2012 is as follows:~~Subsidiaries

	2012			2011			January 10, 2006 (inception) to December 31, 2012
Expected tax at 15%	$	(4,000	)	$	(23,000	)	$	(213,000	)
Change in valuation allowance		(1,000	)		31,000			76,000
State income tax, net of federal tax benefit		(1,000	)		(7,000	)		(60,000	)
Deferred true-ups, not benefited		4,000			-			193,000
Other		2,000			(1,000	)		4,000
Provision for income taxes	$	-		$	-		$	-

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

~~The~~For ~~Company’s~~the ~~continuing~~Years ~~practice is~~Ended ~~to recognize interest and/or penalties related to income tax matters in income tax expense. As of~~ December 31, ~~2012~~2014 and ~~2011,~~ ~~the Company has no accrued interest and penalties related to uncertain tax positions.~~2013

The Company is subject to taxation in the U.S. and North Carolina. Our tax years for 2008 and forward are subject to examination by tax authorities. The Company is not currently under examination by any tax authority.


	Convertible Preferred Stock					Common Stock			Treasury Stock				Additional Paid in Capital		Deferred Compensation		Retained Earnings (Accumulated Deficit)
	Number of Shares		Amount		Number of Shares		Amount		Number of Shares		Amount		Additional Paid in Capital		Deferred Compensation		Retained Earnings (Accumulated Deficit)		Non Controlling Interest	Total

Balance December 31, 2012		-	$	-		54,000,000	$	200		-	$	-	$	-	$	-	$	-	$

Filing Compare · CannLabs, Inc.