UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended: April 30, 2014
o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from________ to ___________

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: April 30, 2015

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from________ to ___________

Commission File No.: 000-55031

THE MARYJANE GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada		98-1039235
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

910 Sixteenth Street, Suite 412, Denver, CO 80202

(Address of principal executive offices)

Registrant’s telephone number, including area code: (303) 835-8603

Securities registered pursuant to Section 12(b) of the Exchange Act: None

	Securities registered pursuant to Section 12(g) of the Exchange Act:	Common Stock, Par Value $0.001
		(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ~~¨ No~~ x No ¨

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

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

Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the 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. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated 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.

	Large accelerated filer ¨	Accelerated filer ¨
	Non-accelerated filer ¨	Smaller reporting company x
	(Do not check if smaller reporting company.)

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

~~The~~Yes ~~aggregate~~ ~~market~~o value of the voting common stock held by non-affiliates of the registrant (5,800,000 shares) based on the closing price of the registrant’s common stock as reported on OTCQB on October 31, 2013, which was the last business day of the registrant’s most recently completed second fiscal quarter, was $0. For purposes of this computation, all officers, directors, and 10% beneficial owners of the registrant are deemed to be affiliates.No x

The ~~number~~aggregate market value of the voting common stock held by non-affiliates of the registrant (6,880,000 shares) ~~outstanding~~is based on the closing price of the registrant’s common stock as ofreported ~~July~~on OTCQB on October 31, 2014, which was 18the last business day of the registrant’s most recently completed second fiscal quarter,~~552~~ was $825,~~500~~600. For purposes of this computation, all officers, directors, and 10% beneficial owners of the registrant are deemed to be affiliates.

The number of shares outstanding of the registrant’s common stock as of July 24, 2015 was 903,876,699.

DOCUMENTS INCORPORATED BY REFERENCE:

None.

Table of Contents

ITEM 1.	BUSINESS.	4
ITEM 1A.	RISK FACTORS.	98
ITEM 1B.	UNRESOLVED STAFF COMMENTS.	98
ITEM 2.	PROPERTIES.	98
ITEM 3.	LEGAL PROCEEDINGS.	9
ITEM 4.	MINE SAFETY DISCLOSURES.	109
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.	109
ITEM 6.	SELECTED FINANCIAL DATA.	13
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	1314
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	18
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	18
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	19
ITEM 9A.	CONTROLS AND PROCEDURES.	1920
ITEM 9B.	OTHER INFORMATION.	20
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.	2021
ITEM 11.	EXECUTIVE COMPENSATION.	2324
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	25
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	26
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES.	26
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.	27

INTRODUCTORY COMMENT

Cautionary Statement Concerning Forward-Looking Information

This ~~report~~Annual ~~contains~~Report ~~certain~~on Form 10-K contains forward-looking statements (as such term is defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and information relating to the Company that are based on the current beliefs of the Company’s management as well as assumptions made by and information currently available to management, including statements related to the markets for the Company’s products and services, general trends and trends in the Company’s operations or financial results, plans, expectations, estimates and beliefs. When used in this report, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “predict,” “opinion,” “will” and similar expressions and their variants, as they relate to the Company or the Company’s management, may identify forward-looking statements. Such statements reflect the Company’s judgment as of the date of this report with respect to future events, the outcome of which is subject to certain risks, including the risk factors described herein, which may have a significant impact on the Company’s business, operating results or financial condition. You are cautioned that these forward-looking statements are inherently uncertain. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described herein. The Company undertakes no obligation to update forward-looking statements. Among the general factors that could cause actual results and financial condition are:

●

The success or failure of management’s efforts to implement their business strategy;

●

The ability of the Company to raise sufficient capital to meet operating requirements;

●

The uncertainty of consumer demand for our products and services;

● The ability of the Company to compete with ~~major~~more established companies;

●

Heightened competition, including, with respect to pricing, entry of new competitors and the development of new products by new and existing competitors;

●

Absolute and relative performance of our products and services;

●

The effect of changing economic conditions;

●

The ability of the Company to attract and retain quality employees and management;

●

The current global recession and financial uncertainty; and

●

Other risks which may be described in future filings with the U.S. Securities and Exchange Commission (“SEC”)

No assurances can be given that the results contemplated in any forward-looking statements will be achieved or will be achieved in any particular timetable. We assume no obligation to publicly correct or update any forward-looking statements as a result of events or developments subsequent to the date of this Annual Report. The reader is advised, however, to consult any further disclosures we make on related subjects in our filings with the SEC.

~~Explanatory~~Unless ~~Note~~ otherwise provided in this Annual Report on Form 10-K (the “Report”), all references in this Report to “we,” “us,” “our Company,” “our,” “The MaryJane Group, Inc.,” the “Company,” or the “Registrant” refers to The MaryJane Group, Inc. and its subsidiaries. Unless otherwise indicated in this Report, all references in this Report to the Company’s Board of Directors shall refer to the Board of Directors of The MaryJane Group, Inc. which was reconstituted upon the closing of the aforementioned Securities Exchange Agreements. The Company specializes in lodging and entertainment services surrounding the recreational marijuana industry in Colorado.

Upon the closing of a Securities Exchange Agreement by and among The MaryJane Group, Inc., f/k/a Pladeo Corp., a Nevada corporation (the “Company”), Capital Growth Corporation, a Colorado corporation (“CGC”), and the shareholders of CGC on February 27, 2014 (the “CGC Acquisition”), and the closing of a Securities Exchange Agreement between the Company and the principal shareholders of Mary Jane Entertainment, LLC, Mile High Times, LLC, Dab City Radio, LLC and Mary Jane Tours, LLC, each a Colorado limited liability company (referred to individually by name or collectively as the “Mary Jane Group”) (the “Mary Jane Group Acquisition”), on March 14, 2014, the Company became the parent company of each of Capital Growth Corporation, Mary Jane Entertainment, LLC, Mile High Times, LLC, Dab City Radio, LLC and Mary Jane Tours, LLC, and each became a wholly-owned subsidiary of the Company. Thereafter, the Company changed its name to The MaryJane Group, Inc. Subsequent to completing the above acquisitions, the Company formed the following entities as wholly-owned subsidiaries, namely: Mary Jane Glassworks, LLC, Bud and Breakfast, LLC, Mary Jane Hospitality, LLC and Mary Jane Events, LLC.

Unless otherwise provided in this Annual Report on Form 10-K (the “Report”), all references in this Report to “we,” “us,” “our Company,” “our,” “The MaryJane Group, Inc,,” the “Company,” or the “Registrant” refers to The MaryJane Group, Inc. and its subsidiaries. Unless otherwise indicated in this Report, all references in this Report to the Company’s Board of Directors shall refer to the Board of Directors of The MaryJane Group, Inc. which was reconstituted upon the closing of the aforementioned Securities Exchange Agreements. Following the closing of the aforementioned CGC Acquisition and Mary Jane Group Acquisition, the business of the Company became that of its operating subsidiaries that specialize in lodging and entertainment services surrounding the recreational marijuana industry in Colorado. This Report contains summaries of the material terms of various agreements executed in connection with the acquisitions and related transactions.

PART I

ITEM 1.

BUSINESS.

Corporate Overview and History of The MaryJane Group, Inc.

The MaryJane Group, Inc., f/k/a Pladeo Corp., a Nevada corporation (the “Company”) was incorporated in Nevada on February 16, 2012 for the purpose of developing online chat systems free of charge. The Company was unable to raise sufficient funds to implement its business plan. As a result of being unable to properly fund and build our business of developing online chart systems, we were considered a “shell company” under the rules of the Commission. On February 26, 2014, Joel Schneider, entered into a share purchase agreement with Lisbeth Guerrero, the Company’s former sole officer and director, pursuant to which he purchased 8,000,000 shares of the Company’s common stock, representing 77.2% of the issued and outstanding shares of the Company’s common stock on that date (the “Share Purchase Agreement”). In connection with the purchase, Ms. Guerrero resigned as sole officer and director and Mr. ~~Schneider~~ Schneider became our sole officer and director.

AsOn aFebruary ~~result~~27, of2014, ~~being~~we ~~unable~~entered tointo ~~properly fund~~ and ~~build~~closed ~~our~~a ~~business~~Securities ofExchange ~~developing~~Agreement ~~online~~by ~~chart~~and ~~systems~~among the Company, weCapital ~~were~~Growth ~~considered~~Corporation, a Colorado corporation (“~~shell company~~CGC”) ~~under~~and the ~~rules~~shareholders of ~~the~~CGC ~~Commission.~~on On February 27, 2014, ~~we entered into and closed~~ (the “CGC ~~Exchange~~Acquisition”) ~~Agreement~~ and on March 14, 2014, we entered into and closed a Securities Exchange Agreement between the Company and the managing member of Mary Jane ~~Group~~Entertainment, ~~Exchange~~LLC, ~~Agreement~~Mile High Times, asLLC, Mary ~~outlined~~Jane ~~hereinabove.~~Tours, AsLLC, aand ~~result~~Dab City Radio, ~~we (i)~~LLC, ~~closed~~each a ~~transaction~~Colorado tolimited ~~acquire~~liability ~~CGC,~~company (~~ii)~~referred ~~closed~~to aindividually ~~transaction~~by toname ~~acquire~~or collectively as the “Mary Jane ~~Group,~~companies”) (~~iii~~the “Mary Jane companies Acquisition”). As a result, we ceased being a shell company upon the acquisition of ~~its~~the five operating subsidiaries~~, and (iv) experienced a change in control in which Mr~~. ~~Schneider and~~Shortly thereafter, the ~~former~~Company ~~shareholders~~changed ofits ~~CGC~~name ~~and~~to ~~the~~The ~~Mary~~MaryJane ~~Jane~~ Group, ~~acquired control of the Company~~Inc.

Subsequent to completing the Acquisition with CGC and the Mary Jane companies, we formed the following Colorado limited liability companies as wholly-owned subsidiaries, namely: Mary Jane Glassworks, LLC and Bud and Breakfast, LLC (both organized on April 10, 2014), Mary Jane Hospitality, LLC and Mary Jane Events, LLC (both organized on July 22, 2014), and Mary Jane Designs, LLC (organized on August 28, 2014). In an effort to streamline operations and focus on our core business of hospitality in the cannabis industry, we dissolved the following entities on November 21, 2014: (i) Mary Jane Tours, LLC; (ii) Mile High Times, LLC; (iii) Dab City Radio, LLC; and (iv) Mary Jane Glassworks, LLC.

Unless otherwise stated or unless the context otherwise requires, the description of our business set forth below is provided on a combined basis, taking into account our newly-acquired wholly owned subsidiaries mentioned herein.

Overview of Operating Businesses

On January 1, 2014, the State of Colorado became the first state to legalize the use of recreational marijuana. Colorado residents, who are at least 21 years of age with photo identification, may purchase as much as one ounce of marijuana in a single transaction. Non-Colorado residents, bearing the same identification, may purchase as much as one-quarter ounce. Marijuana cannot be consumed in any public space, including the shops where it was purchased. Our ~~five operating subsidiaries, as outlined herein, were formed~~ ~~for~~primary ~~the~~focus ~~purpose~~includes of providing ~~financing~~lodging, ~~to assist Colorado marijuana growers~~events, ~~providing~~spa ~~cannabis friendly lodging and to provide value added~~ services ~~of information~~ and ~~entertainment~~brand tomerchandising ~~the~~concentrated ~~consumers~~in ~~supporting~~ the ~~recreational~~cannabis ~~marijuana~~ industry.

~~The~~Legalization ~~Company~~of isrecreational marijuana initially in Colorado and Washington and the growing number of jurisdictions with medical marijuana laws spawned a ~~holding~~“Green ~~company~~Rush” ~~for~~in ~~its~~America ~~nine~~in ~~subsidiaries:~~2014. ~~Capital~~On ~~Growth~~January ~~Corporation~~1, a2014, the State of Colorado ~~corporation,~~became ~~and~~the ~~Mary~~first ~~Jane~~state ~~Entertainment,~~to ~~LLC,~~legalize ~~Mile~~the ~~High~~use ~~Life,~~of ~~LLC~~recreational ~~(inactive)~~marijuana. Colorado residents, ~~Dab~~who ~~City~~are ~~Radio~~at ~~(inactive),~~least ~~Mary~~21 ~~Jane~~years ~~Tours,~~of ~~LLC,~~age ~~Mary~~with ~~Jane~~photo ~~Glassworks~~identification, ~~LLC~~may legally purchase as much as one ounce of marijuana in a single transaction. Non-Colorado residents, ~~Bud~~bearing ~~and~~the ~~Breakfast~~same identification, ~~LLC,~~may ~~Mary~~purchase ~~Jane~~as ~~Hospitality~~much as one-quarter ounce. Marijuana cannot be consumed in any public space, ~~LLC~~including ~~(newly~~the ~~formed)~~shops where it was purchased. In 2015, Oregon, Alaska and ~~Mary~~the ~~Jane~~District ~~Events~~of Columbia legalized marijuana for recreational use; however, ~~LLC~~sales ~~(newly~~currently remain ~~formed)~~banned in the District. Additionally, ~~each~~23 astates ~~Colorado~~have ~~limited~~legalized ~~liability~~marijuana ~~company~~for medical purposes.

~~Capital~~According ~~Growth~~to ~~Corporation,~~a ~~organized~~recent onreport ~~February~~from 4The ArcView Group, ~~2014~~a cannabis industry investment and research firm based in Oakland, ~~was~~California ~~formed~~(“ArcView”), found ~~for~~that the ~~purpose~~U.S. ofmarket ~~providing~~for ~~short-~~legal ~~and~~cannabis ~~long-term~~grew ~~financing~~74% in 2014 to ~~assist~~$2.7 billion, up from 1.5 billion in 2013, making legal marijuana ~~growers~~the ~~and~~fastest-growing ~~retail~~industry ~~establishments~~in ~~engaged~~the United States. The report projects a 32% growth in the ~~manufacture~~market and ~~distribution~~concluded ofthat ~~recreational~~if ~~marijuana~~the ~~within~~trend toward legalization spreads to all 50 states, the ~~State~~total ofmarket ~~Colorado~~value would top $36.8 billion – more than $3 billion larger ~~Since~~than ~~its~~the ~~formation~~organic food industry. ArcView predicts that over the next five years, ~~Capital~~14 ~~Growth~~more ~~has~~states ~~not~~will ~~entered~~legalize ~~into~~recreational ~~any~~marijuana and ~~funding~~two ~~transactions~~more states will legalize medical marijuana. ~~The~~Currently, ~~Company~~at ~~utilizes~~least ~~Capital~~ten ~~Growth~~states asare aalready ~~business development~~considering ~~company~~legalizing recreational marijuana.

~~Mary~~In ~~Jane Tours~~Colorado, ~~LLC,~~the ~~organized~~recreational onand ~~April~~medical ~~15,~~marijuana ~~2013~~sales ~~(“Mary~~totaled ~~Jane~~$700 ~~Tours”),~~million ~~was~~in ~~formed~~2014; tohowever, ~~provide~~the areal ~~unique~~economic ~~Colorado~~impact ~~cannabis~~is ~~experience~~expected ~~at a competitive price~~ to ~~capitalize~~be onmuch ~~the~~higher ~~rapidly~~as ~~growing~~this ~~recreational~~figure excludes marijuana-related ~~industry.~~products ~~Currently,~~such ~~Mary Jane Tours operates~~ as apipes ~~concierge~~or ~~service,~~any ~~whereby~~marijuana-related weincrease ~~book~~in ~~tours that are conducted by an independent operator~~tourism. ~~We receive a fluctuating percentage of the gross proceeds of tours book through depending on which type of tour is booked.~~

~~Dab~~Our ~~City~~operating ~~Radio (“Dab City Radio”) and Mile High Life~~subsidiaries, ~~LLC~~as ~~f/k/a~~outlined ~~Mile High Time~~herein, ~~LLC, organized on February 16, 2014 and October 13, 2013, respectively,~~ were formed tofor be the ~~promotional~~purpose ~~arms~~ of ~~Mary~~providing ~~Jane~~financing ~~Tours~~to ~~and~~assist ~~MaryJane~~Colorado ~~Entertainment.~~marijuana ~~Through~~growers, ~~Dab~~providing ~~City~~cannabis-friendly ~~Radio~~lodging and ~~Mile~~providing ~~High~~value ~~Life,~~added weservices ~~advertised~~of ~~and~~information ~~marketed Mary Jane Tours~~ and ~~the~~entertainment ~~Bud~~to ~~and~~consumers ~~Breakfast through Internet radio~~supporting ~~broadcasting and newsprint. As~~ the ~~only~~recreational ~~BMI~~marijuana ~~and ASCAP-licensed Internet radio station, DabCityRadio~~industry.~~com~~ ~~can~~While ~~legally play mainstream music. When we subsequently became a member of the Colorado Broadcast Association, it boosted~~ our ~~credibility~~services ~~and~~are ~~increased~~currently ~~the legitimacy~~concentrated ~~for~~only ~~our business offerings. In November 2013, Mile High Life (under the name Mile High Times) released its first newspaper~~ in ~~print. On June 9~~Colorado, ~~2014,~~ we ~~terminated~~believe ~~the~~that ~~operations of Mile High Times due to continued losses in~~ our ~~operations and our inability~~business tomodel ~~adequately~~can ~~compete~~easily ~~with~~be ~~the~~expanded ~~larger~~as ~~and~~recreational ~~more~~marijuana ~~established~~becomes ~~newspapers/magazines~~legal in ~~the~~other ~~cannabis sector~~states. ~~The operations of Dab City Radio was also terminated due to continued losses and our inability to generate enough advertising income to cover its cost of operations.~~

~~Mary~~Capital ~~Jane~~Growth ~~Entertainment~~Corporation, ~~LLC,~~ organized on ~~May~~February 214, ~~2013~~2014 (“Capital Growth”), was formed for the purpose of providing short- and long-term financing to assist growers and retail establishments engaged in the manufacture and distribution of recreational marijuana within the State of Colorado. Since its formation, Capital Growth has not entered into any funding transactions. The Company utilizes Capital Growth as a business development company. Mary Jane Entertainment”), LLC was formed to provide contracted ~~limousine~~ limousine and party-bus services. ~~Mary~~and ~~Jane~~currently ~~Entertainment~~ continues to operate on a limited basis. Bud and Breakfast, LLC was formed to operate and manage our two marijuana-friendly Bud + Breakfast locations with a third location opening in mid-July 2015. We intend to actively seek additional Bud + Breakfast locations. Mary Jane Hospitality, LLC was formed to seek additional lodging and hospitality businesses located in Colorado, and to also seek the same type of businesses in other jurisdictions as recreational marijuana becomes legal in other states. Mary Jane Events, LLC was formed for the purposes of planning private and corporate events focused upon the recreational/medicinal marijuana industry. Mary Jane Designs, LLC was formed to manufacture and promote our branded merchandise at our properties.

Mary Jane Glassworks, LLC, organized on April 10, 2014, was formed to manufacture American-made glass pipes, bubblers, bongs and other glass products used in the consumption of marijuana and production of marijuana byproducts. We initially began operations of Mary Jane Glassworks as a full glass blowing factory, wherein we manufactured the products described above. However, as a result of continued losses, we streamlined this business to a sandblasting operation whereby we purchase manufactured glass products like jars, mugs, glasses etc. and either put our logo or private label these items to be sold in our facilities or the facility of our private label customers. In addition we operate our apparel division “Denver Nugs” under Mary Jane Glassworks, the apparel division operates similar to the current operations of Mary Jane Glassworks, in that we either create our own designs of contract manufacture private label apparel for dispensaries, head shops, and other businesses both within and outside the cannabis industry.

Bud and Breakfast, LLC, organized on April 10, 2014, was formed to operate and manage our marijuana-friendly bed and breakfast located at The Adagio, 1430 Race Street, Denver, Colorado. The Bud and Breakfast, LLC is our most successful business operation and management’s plan is to focus on this business opportunity and we actively seeking locations to open additional Bud and Breakfast’s

Mary Jane Hospitality, LLC, organized on July 22, 2014, was formed to seek additional lodging and hospitality businesses that are not only located within the State of Colorado, but in other jurisdictions as recreational marijuana becomes legal in other states throughout the United States.

Mary Jane Events, LLC, organized on July 22, 2014, was formed for the purposes of planning private and corporate events focused upon the recreational/medicinal marijuana industry.

Neither the Company, nor any of its subsidiaries, have been involved in any bankruptcy, receivership or any similar proceeding, and except for the subject acquisitions set forth herein, has not had or been a party to any material reclassifications, mergers or consolidations since inception.

The Company’s primary SIC code is 7990 – Services; Miscellaneous Amusement and Recreation.

We maintain ~~websites~~the asfollowing ~~follows~~websites: www.~~TheMaryJanegrp~~themaryjanegrp.com, ~~www.budandbreakfast.com,~~and www.~~MaryJaneEntertainment~~budandbfast.com.

Our Products

Bud ~~and~~+ Breakfast at the Adagio

On April 10, 2014, we entered into a one-year lease with the owner of the Adagio Bed and Breakfast located at 1430 Race Street, Denver, Colorado (the “Adagio”). We transformed the Adagio from a traditional bed and breakfast to the first, all-inclusive “Bud ~~and~~+ Breakfast” in what our management believes to be the first of its kind. The guest package includes a ~~wake~~Wake and ~~bake~~Bake ~~breakfast~~Breakfast, a 4:20 Happy ~~hour~~Hour and a facility to consume the best marijuana and marijuana edibles Colorado has to offer. We provide our guests an on-site chef who prepares a gourmet breakfast and afternoon hors d’oeuvres. Since beginning ~~operations at The~~ Bud ~~and Breakfast~~+ Breakfast operations in April 2014, ~~bookings~~reservations and ~~residency~~occupancy rates have increased dramatically ~~and~~with itcorresponding isrevenue ~~currently generating~~ of approximately $4050,000- to $4560,000 of ~~revenue~~ per month. InOur ~~addition, The~~ Bud ~~and~~+ Breakfast ~~allows~~locations allow us to book tours and sell our ~~glass~~branded ~~products~~apparel, merchandise and ~~apparel~~remaining glass products to guests. As a result of our success at the Adagio, ~~management~~we isare actively seeking additional lodging facilities ~~and expects to open a second location during the next 60 days~~.

We use the outside patio of the Adagio as a smoking lounge where members pay a $50 monthly or $300 annual membership fee for access to the lounge. The smoking lounge provides a safe haven for tourists seeking a place to enjoy their favorite marijuana products. We market the lounge through dispensaries, head shops, and through concierge services at Denver’s finer hotels.5

~~Mary~~On ~~Jane~~February ~~Tours~~27, 2015, we exercised our option to purchase the Adagio and executed a Contract to Buy and Sell Real Estate (the “Sales Contract”) with A Capital Inn, Inc. (the “Seller”). The purchase price for the Adagio was $1,500,000 with the Seller agreeing to finance $1,000,000. Upon execution of the Sales Contract, the Company made a non-refundable deposit of $50,000; however, we were unable to secure proper financing to close the purchase. Subsequently, we entered into a six-month lease agreement for the monthly rate of $10,000 plus a 2½ % gross revenue royalty which ends on December 31, 2015. We are currently seeking a larger property to replace the Adagio. Our ideal property is a 20 to 25 room hotel within walking distance of the Denver metropolitan area.

~~Mary~~Bud ~~Jane~~+ ~~Tours~~Breakfast ~~provides cannabis-friendly tours and offers customizable packages. Our tours begin~~ at ~~the~~Mountain Adagio with luxury transportation provided by an independent contractor. Each tour takes our patrons to a dispensary where they receive 20% off any purchase with their paid tour receipt. The tour continues with sightseeing through Denver and ends back at the Adagio where guests can use the outside smoking lounge to sample their purchases. At the end of each tour guests receive a gift bag containing some of our glass and/or apparel. Each tour lasts approximately two hours and costs $149 per person.Vista

~~Mary~~After ~~Jane~~validating ~~Entertainment~~our Bud + Breakfast business model at the Adagio, on September 4, 2014, we entered into a one-year lease with the owners of the Mountain Vista Bed and Breakfast located at 358 Lagoon Lane, Silverthorne, Colorado. Since opening on October 1, 2014, we have achieved occupancy levels higher than expected and generated revenues of approximately $12,000 to $17,000 per month. Effective June 1, 2015, we added a fifth room to the property and project this additional room will generate an additional $1,800 to $2,500 per month.

~~Mary~~Hotel ~~Jane~~San ~~Entertainment provides professional photography~~Ayre, ~~graphic~~a ~~design~~Bud ~~services,~~+ ~~rentals~~Breakfast of limousines and party buses, music recording and sound engineering, custom T-shirt and apparel manufacturing, banners, sublimation printing, event planning, company branding, and fundraising. All professional services are priced by the hour.Property

~~Dab~~On ~~City~~June ~~Radio~~24, 2015, we executed a two-year lease with the owner of Hotel San Ayre with an option to purchase its four locations in Colorado Springs, Colorado. This property is our largest project to date in terms of rentable units with 11 rooms. Guests will receive similar offerings including our Wake and Bake Breakfast and 4:20 Happy Hour and all guests will have access to a lounge that will include all amenities found at our other locations including a game room, and outdoor lounge area with a hot tub.

~~Dab City Radio was a licensed internet radio station. Due to continued losses the Company terminated the operations of Dab City Radio.~~Canna-camp

~~Mile~~On ~~High~~May ~~Life~~22, 2015, we entered into a joint-venture agreement with the owners of the Wilderness Trails Ranch, LLC to open an exclusive cannabis resort near Durango, Colorado. As of July 2, 2015, we withdrew our position in the joint-venture due to our partner’s inability to perform. We are currently seeking a new location for Canna-camp 2016.

Mile High Life, f/k/a Mile High Times, launched in November 2013 and delivered an outlook on Denver and Colorado in general, and its respective communities, with reports from the front lines on music, art, sports, entertainment, lifestyle and more. Due to continued losses and our inability to compete with more established competitors, we discontinued operations of Mile High Life in June, 2014 after the publication of our June issue.

MaryJane Glassworks, LLC

We formed MaryJane Glassworks, LLC on April 10, 2014 and launched its initial product line at the High Times Cannabis Cup on April 19-20, 2014. MaryJane Glassworks manufactured American-made glass pipes, bubblers, bongs and other glass products used in the consumption of marijuana and production of marijuana byproducts. However, as a result of continued losses, we streamlined this business to a sandblasting operation whereby we purchase manufactured glass products like jars, mugs, glasses etc. and either put our logo or private label these items to be sold in our facilities or the facility of our private label customers. In addition we operate our apparel division “Denver Nugs” under Mary Jane Glassworks, the apparel division operates similar to the current operations of Mary Jane Glassworks, in that we either create our own designs of contract manufacture private label apparel for dispensaries, head shops, and other businesses both within and outside the cannabis industry.

Mary Jane Hospitality, LLC and Mary Jane Events, LLC

Both these entities were formed on July 22, 2014 and have not commenced operations. Mary Jane Hospitality, LLC was formed for the purposes of owning and operating additional lodging properties. Mary Jane Events, LLC was formed for the purposes organizing events to be held the Company’s facilities.

Overview of Marketing Plan and Positioning

Our marketing strategy is a simple one -- satisfied customers are our best marketing tool. Social media ~~will~~plays ~~play~~ a huge role in our success. and Wewe distribute advertising brochures to local businesses throughout Denver and surrounding cities. Our sales and marketing teams use ~~traditional~~online ~~grassroots~~travel ~~methods~~conglomerates toincluding ~~reach~~www.Expedia.com, ~~out~~www.Hotels.com, towww.Bedandbreakfast.com, ~~our~~and ~~demographics~~www.Airbnb.com ~~Direct~~as a ~~mail~~source ~~will~~for bemarketing ~~used~~our properties. In addition to ~~contact~~these ~~cannabis-friendly~~outlets, we have formed relationships with local online advertising ~~businesses~~platforms ~~throughout~~such ~~the~~as ~~United~~www.coloradopotguide.com ~~States~~to establish a presence with cannabis-driven tourists.

~~The~~Our Bud ~~and~~+ Breakfast ~~has~~offering is already positioned ~~itself~~ as the only ~~full~~complete cannabis -friendly lodging ~~facility~~offering with the City of Denver ~~and~~ and the State of Colorado. As a result, weit ~~have~~has been featured on and or mentioned inby a number of news outlets including 60 Minutes, Time.com, The Tonight Show, ABC News, New York Times and the Huffington Post, to name a few. ~~Our tours will position us to expand our brand recognition throughout the state of Colorado. Our Internet radio show are already distributed and being broadcasted to our target market.~~

The tours are reasonably priced for the recreational marijuana consumer, the tours are marketed through our website and directly to our guests at the Bud and Breakfast. We have changed our business model for our tour offerings from that of being the owner and operator of the vehicles, to simply a concierge/booking service. We have contracted with an independent limousine operator who provides the transportation for our tour guests. We typically net approximately 50% of the revenues derived from the tours.

Sales Strategy

~~Colorado~~According isto ~~currently considered~~ the ~~cannabis capital of the~~ United ~~States~~Nations, 158.8 ~~The~~million ~~cannabis~~people ~~industry~~around isthe ~~expected~~world touse ~~earn~~marijuana—more ~~over~~than $23.8% ~~billion in product sales and tourism by the end~~ of ~~2014. Our target market is~~ the ~~recreational~~planet’s ~~marijuana consumers who are 21 to 75 years~~population. ofRecent ~~age~~U.S. ~~They~~government ~~are~~statistics ~~college~~reveal ~~students,~~that ~~young~~over ~~professionals,~~95 ~~blue~~million ~~and~~American ~~white~~adults ~~collar~~have ~~workers,~~used ~~patients~~marijuana, ~~senior~~over ~~citizens,~~22 ~~moms,~~million ~~dads,~~American adults ~~teachers,~~have ~~and~~used ~~students.~~marijuana ~~This~~this ~~demographic~~year ~~is increased 5,000% when adding out of state~~ and ~~international~~over ~~visitors.~~8 ~~The~~million ~~desire~~American ~~to indulge~~adults inhave ~~the~~likely ~~recreational~~used marijuana ~~experience~~today. isOur ~~larger~~target ~~than ever and the~~ market is ~~positioned~~the ~~for a company like The MaryJane~~recreational ~~Group~~marijuana toconsumers ~~provide~~in ~~that~~Colorado ~~experience.~~who ~~All ages~~ are ~~flocking~~between to21 ~~Colorado for the Green rush for cannabis products including raw bud, concentrates,~~ and ~~infused~~75 ~~edibles~~years ~~and~~of ~~drinks.~~age ~~The~~from ~~Company’s~~all ~~Bud~~walks ~~and~~of ~~Breakfast, tours and events provide our patrons with the ultimate Green experience~~life. ~~All~~Our ~~these~~target ~~products~~market ~~appeal to all ages, sexes and ethnicities.~~increases

Colorado has very strict laws regarding the possession of and public consumption of recreational marijuana. As such, our companies provide across the board products and services to meet the needs of every6

7exponentially with the addition of out-of-state and international visitors who come to Colorado specifically because of the legalization of recreational marijuana. The desire to indulge in the recreational marijuana experience is larger than ever and the market is positioned for a company like ours to provide that experience. All ages are flocking to Colorado for the legal purchase and consumption of cannabis products including raw bud, concentrates, and infused edibles and drinks. Our Bud + Breakfast lodging, tours and events provide patrons with the ultimate cannabis experience and our products appeal to all ages, sexes and ethnicities.

Colorado has very strict laws regarding the possession and public consumption of recreational marijuana. We provide products and services to meet the needs of every cannabis connoisseur from every demographic by providing safe access to their cannabis experience from beginning to end.

~~The~~We ~~MaryJane~~are ~~Group is~~ evolving into a ~~world-class~~notable ~~marijuana~~hospitality ~~promotional~~ organization ~~through~~by ~~carefully~~ building successful businesses in the cannabis industry and then leveraging that experience to meet the industry’s needs. By strategically laying the foundation as the “Green Rush” was gaining momentum, we ~~have~~are ~~built~~building a recognizable brand ~~and~~that we will beleverage ~~leveraging this recognition~~ to provide tourism, information, and entertainment ~~via~~ through carefully chosen channels that cater to the interests of the marijuana community.

The Bud and Breakfast provides its guests with a one of a kind experience in which they can consume their favorite cannabis product in a safe and beautiful environment. Mary Jane Tours will continue to leverage the historical experience in Colorado as the first state to legalize recreational marijuana by providing unique luxury tours. Dab City Radio will continue to celebrate the marijuana culture while expanding into a growing national base. All three divisions provide a tremendous amount of advertising potential that will continue to drive revenue growth. Management believes it has established a solid foundation in a rapidly growing industry.

Intellectual Property

We dohave ~~not~~registered ~~have~~the ~~any~~following ~~patents~~trademarks orin ~~registered~~Colorado, Oregon and Washington: “Bud + Breakfast,” “4:20 Happy Hour,” and “Wake and Bake Breakfast.” The same trademarks atare ~~this~~currently ~~time~~pending in California and on the federal level.

Competition and Our Competitive Advantage

AtWe ~~present~~believe wethe dogreatest ~~not~~threat ~~believe~~of ~~there~~competition isto ~~any~~our ~~competitors~~business ~~for~~are ~~our~~non-traditional ~~Bed~~lodging ~~and~~facilities ~~Breakfast~~that list on sites such as www.Airbnb.com, www.vrbo.com, however there is no assurance that additional cannabis friendly lodging facilities will be established in the future, which if that happens will cause competition to ~~our~~the ~~Bed~~Bud ~~and~~+ Breakfast. Competition may come from entities that are better financed then our company. Mary Jane Tours’ main competitor is My 420 Tours, a company that has built a national following due to publicity received from talk shows and news media. They were the first cannabis tour company in Colorado; however, they lack the variety of our tours, usually just visiting marijuana growing facilities and not offering the personal services and amenities that we offer.

Mary Jane Glassworks competes with a number of companies that are more established and better financed. At present we find it difficult to compete with these entities and management has decided to limit the operation of Mary Jane Glassworks to manufacturing smaller pieces and jars primarily to promote our brand name.

Government Regulation

Our products and services may be subject to civil regulations of local municipalities; however, we do not ~~require~~believe ~~licensing~~that ~~and~~our ~~are~~products or ~~not~~services are subject to any state or federal governmental regulation.

Employees

We currently have 1518 employees.

Corporate Information

Our corporate headquarters are located at 910 Sixteenth Street, Suite 412, Denver, CO 80202. Our telephone number is 303-835-8603. Our corporate website is www.themaryjanegrp.com.

Environmental Laws

We do not handle, store or transport hazardous materials or waste products. We abide by all applicable federal, state and local laws and regulations governing the use, manufacture, storage, handling and disposal of hazardous materials and waste products. We do not anticipate the cost of complying with these laws and regulations to be material.

Reports to Security Holders

We are subject to the requirements of Section 13(a) under the Exchange Act which requires us to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and we are required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act. You may read and copy any materials we file with the Securities and Exchange Commission (“SEC”) at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information filed electronically with the SEC at http://www/sec.gov.

You may obtain a copy, free of charge, of our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with the SEC. You may obtain these reports by making a request in writing addressed to: Joel C. Schneider, Chief Executive Officer, The MaryJane Group, Inc., 910 Sixteenth Street, Suite 412, Denver, CO 80202 or by downloading these reports and further information about our company on our website at http://www.themaryjanegrp.com.7

required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act. You may read and copy any materials we file with the Securities and Exchange Commission (“SEC”) at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information filed electronically with the SEC at http://www/sec.gov.

You may obtain a copy of our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with the SEC. You may also obtain these reports free of charge by either sending a written request to Joel C. Schneider, Chief Executive Officer, The MaryJane Group, Inc., 910 Sixteenth Street, Suite 412, Denver, CO 80202 or by downloading the reports from our website at http://www.themaryjanegrp.com.

ITEM 1A.

RISK FACTORS.

We are a smaller reporting company, and as such, are not required to provide information pursuant to this item.

ITEM 1B.

UNRESOLVED STAFF COMMENTS.

N/A.

ITEM 2.

PROPERTIES.

Our principal office, and that of our subsidiaries, is located at 910 Sixteenth Street, Suite 412, Denver, Colorado 80202 where we lease 1,126 square feet of office space. We entered into the three-year lease on July 21, 2014. ~~The~~which ~~lease~~ expires on July 31, 2017. The monthly ~~rent~~lease payment through July 31, 2015 is $1,505; thereafter it increases to $1,600 and to $1,700 on August 1, 2015 and 2016, respectively. We believe that the leased premises are suitable and adequate to meet our current needs.

WeOn ~~lease~~April ~~the~~9, ~~Adagio~~2014, we entered into a ~~7,000~~one-year ~~square~~lease ~~foot~~with ~~Victorian~~the owner of the Adagio located at 1430 Race Street, Denver, Colorado ~~which~~(the “Adagio isLease”) for a monthly lease payment of $9000 per month, plus 2½% of the ~~location~~monthly gross lodging revenue and the issuance of 10,000 shares of our ~~Bud~~Common Stock. The Adagio Lease commenced on April 10, 2014 and expired April 9, 2015. On February 27, 2015, we exercised our option to purchase the Adagio and ~~Breakfast~~executed a Contract to Buy and Sell Real Estate (the “Sales Contract”) with A Capital Inn, Inc. (the “Seller”). The ~~lease~~purchase isprice for ~~one~~the (Adagio was $1),500,000 with ~~year~~the ~~and~~Seller ~~expires~~agreeing onto ~~April~~finance 10$1,000,000. ~~2015~~Upon execution of the Sales Contract, the Company made a non-refundable deposit of $50,000; however, we were unable to secure proper financing to close the purchase. ~~The~~Subsequently, we entered into a six-month lease agreement for the monthly ~~rent~~rate isof $910,000 plus a 2.5½% royalty of ~~the~~ gross ~~monthly~~ lodging revenue which expires on December 31, 2015. ~~The~~We ~~Company~~are ~~has~~currently anseeking ~~exclusive~~a ~~option~~larger property to ~~purchase~~replace the Adagio. ~~for~~Our ~~$1,500,000~~ideal property would be a 20 to 25 room hotel within walking distance of the Denver metro.

~~The~~On ~~Company’s~~September ~~glass~~4, ~~blowing~~2014, ~~factory~~we ~~and~~entered ~~apparel~~into ~~division,~~a ~~are~~one year lease with the owners of the Mountain Vista Bed and Breakfast (“Mountain Vista”), located at ~~665~~358 E.Lagoon ~~70th~~Lane ~~Avenue~~in Silverthorne, ~~Unit~~Colorado 5(the “Mountain Vista Lease”). The Mountain Vista Lease commenced October 1, ~~Denver~~2014 and expires September 30, ~~Colorado~~2015. The ~~Company~~monthly rent is ~~currently~~$3,500 ~~vacating~~per ~~these~~month, ~~premises~~plus ~~and~~2% ~~have~~of ~~located~~the anmonthly ~~new~~gross ~~facility~~lodging ~~and~~revenue. As ~~expect~~additional consideration, we agreed to ~~sign~~issue athe ~~new~~owners ~~lease~~of ~~for~~the ~~such~~Mountain ~~premises~~Vista 10,000 shares of our Common Stock. Pursuant to ~~within~~the terms of the ~~next~~Mountain 10Vista ~~days~~Lease, we were granted the exclusive option to purchase the Mountain Vista at the market value of the premises determined by a commercial appraisal on the option date.

WeOn ~~believe~~June ~~that~~24, ~~these~~2015, ~~premises~~we ~~are~~executed ~~adequate~~a ~~and~~two-year ~~sufficient~~lease option agreement with Hotel San Ayre, LLC for ~~our~~the ~~current~~purchase ~~needs~~of Hotel San Ayre and its four locations in Colorado Springs, Colorado (the “Lease”). The Lease term begins on July 15, 2015 and terminates the earlier of July 14, 2017 or the closing date of the purchase thereof. The base rental amount for the first 12 months of the Lease is $12,500 and is $13,500 for the last 12 months of

the Lease. We are responsible for all operation, repair, use and maintenance of the premises during the term of the Lease. Joel Schneider, our Chief Executive Officer, personally guaranteed the Lease. Upon execution of the Lease, we paid a non-refundable deposit of $30,000 which may be applied to the future purchase; however, is not considered a security deposit if the purchase option is not exercised. The purchase price for the Hotel San Ayre is $2,100,000 on an as-is basis.

ITEM 3.

LEGAL PROCEEDINGS.

~~Settlement of Litigation~~None.

On April 29, 2014, Mile High Times, LLC and Mary Jane Entertainment, LLC, two of our wholly owned subsidiaries and Trans-High Corporation, Inc. d/b/a High Times (“Trans-High”), both desiring to avoid

the expense, uncertainty, inconvenience and other burdens of litigating the action, agreed to settle their dispute and entered into a Stipulated Judgment which was filed with the court on that date. The lawsuit was filed by Trans-High in United District Court for the Southern District of New York, Case No. 14 CV 2039 and alleged (i) trademark infringement, (ii) false representations, descriptions and designations of origin, (iii) cyber squatting and (iv) substantial and related claims for unfair competition and deceptive trade practices all under the Lanham Act, as specifically related to the use of the name of the Company’s publication named “Mile High Times.” As part of the settlement, we agreed to no longer use the name “Mile High Times” for our future publications as well as change the name of the attendant website. We published one issue of our magazine under the name “The Mile High Life,” and thereafter terminated operations of the magazine.

ITEM 4.

MINE SAFETY DISCLOSURE.

N/A.

PART II

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

Market Information

As of the date of this Annual Report, our Common Stock is quoted on the ~~OTCBQ~~OTCQB under the symbol “MJMJ.” The market for our Common Stock is limited, volatile and sporadic and the price of our Common Stock could be subject to wide fluctuations in response to quarterly variations in operating results, news announcements, trading volume, sales of our Common Stock by officers, directors and principal shareholders of the Company, general market trends, changes in the supply and demand for our shares, and other factors. The following table sets forth the high and low sales prices for each quarter relating to ~~the~~our ~~Company’s~~ Common Stock for the last two fiscal years. These quotations reflect inter-dealer closing prices without retail mark-up, markdown, or commissions, and may not reflect actual transactions.

Quarter Ended	High	Low
Fiscal Year 2015 (May 1, 2014 to April 30, 2015)
Fourth Quarter (ended April 30, 2015)	$ 0.15	$ 0.02
Third Quarter (ended January 31, 2015)	$ 0.26	$ 0.07
Second Quarter (ended October 31, 2014)	$ 0.53	$ 0.07
First Quarter (ended July 31, 2014)	$12.00	$ 0.23
Fiscal Year 2014 (May 1, 2013 to April 30, 2014)
Fourth Quarter (ended April 30, 2014)	$11.50	$5.00
Third Quarter (ended January 31, 2014)	N/A	N/A
Second Quarter (October 31, 2013)	N/A	N/A
Second Quarter (ended October 31, 2013)	N/A	N/A
First Quarter (July 30, 2013)	N/A	N/A
First Quarter (ended July 31, 2013)	N/A	N/A
Fiscal Year 2013 (May 1, 2012 to April 30, 2013)
Fourth Quarter (ended April 30, 2013)	N/A	N/A
Third Quarter (ended January 31, 2013)	N/A	N/A
Second Quarter (ended October 31, 2012)	N/A	N/A
First Quarter (ended July 30, 2012)	N/A	N/A

Holders

Records of our stock transfer agent indicate that as of July 3125, ~~2014~~2015, we had approximately 3055 record holders of our Common Stock. The number of registered shareholders excludes any estimate by us of the number of beneficial owners of shares of our Common Stock held in “street name.” As of the date of this Report, we had 18903,~~552~~876,~~500~~699 shares of Common Stock issued and outstanding.

Dividends

Historically, we have not paid dividends on our Common Stock and we currently do not intend to pay any dividends on our Common Stock in the foreseeable future. We currently plan to retain any earnings to finance the growth of our business rather than to pay cash dividends.

Securities Authorized for Issuance under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities

~~Securities~~Issuance ~~Exchange~~of ~~Agreement~~Shares ~~with~~of ~~Capital~~Our ~~Growth~~Common ~~Corporation~~Stock

~~On February~~● ~~27,~~Pursuant ~~2014, pursuant~~ to the terms of ~~the~~certain ~~CGC~~convertible ~~Exchange~~debt ~~Agreement~~instruments, we ~~acquired 100% of the~~ issued ~~and outstanding shares of CGC and 100% of the issued and outstanding Common Stock Purchase Warrants of CGC (the “CGC Warrants”), in exchange for the issuance of~~ an aggregate of 59,~~000~~290,~~000~~844 ~~shares~~in ofexchange ~~our common stock (the “Company Shares”) and Common Stock Purchase Warrants for the purchase~~ of andebt ~~aggregate~~totaling ~~of 1~~$114,~~497,000 shares of our common stock (the “Company Warrants”)~~799. The Company Shares included 4,502,000 shares to be issued to Joel Schneider, who was named our sole officer and director upon the closing of the Exchange Agreement. The Company Warrants are exercisable for a term of five years commencing six months from the date of issuance at an exercise price of $1.00 per share.

~~Securities Exchange~~● ~~Agreement~~Pursuant to employment agreements with certain individuals, we issued an aggregate of 1,605,000 shares of our Common Stock having an aggregate fair market value on the ~~Mary~~date ~~Jane~~of ~~Group~~issuance of $853,850.

~~On March~~● ~~14,~~Pursuant ~~2014, pursuant~~ to the terms of ~~the~~consulting ~~MJG~~agreements ~~Exchange~~with ~~Agreement,~~certain weindividuals ~~agreed to purchase~~ and/or ~~the~~entities, ~~Principal~~we ~~Shareholders of the Mary Jane Group agreed to sell 100% of their~~ issued ~~and outstanding shares or membership interests (the “Mary Jane Group Stock”) in exchange for~~ an aggregate of 2765,~~500,~~000 shares of our ~~common~~Common ~~stock (the “Company~~ Stock~~”).~~ Inhaving ~~addition, the~~an ~~number~~aggregate offair ~~shares~~market ofvalue ~~the Company Stock to be issued in exchange may be increased, but not decreased, one time only~~ on the ~~first year~~date ~~anniversary~~ of ~~the~~issuance ~~Closing~~ of ~~the MJG Exchange Agreement, so as to ensure that the value of the Company Stock issued to the Principal Shareholders exceeds~~ $~~0.40 per share or an aggregate of $1~~199,~~000,000~~400.

~~Issuance~~ ● Pursuant to a private placement, we issued an aggregate of 700,000 shares of our Common Stock ~~Purchase~~to ~~Warrant~~two entities and two individuals for an aggregate purchase price of $15,000.

~~Under the~~● ~~CGC~~Pursuant ~~Exchange~~to ~~Agreement~~the ~~dated~~terms ~~February~~of ~~27,~~a ~~2014~~loan consolidation, we ~~acquired 100% of the~~ issued ~~and~~350,000 ~~outstanding~~shares ~~Common Stock Purchase Warrants~~ of ~~CGC~~our ~~in exchange for the issuance by us of~~ Common Stock ~~Purchase~~to ~~Warrants~~an ~~for~~entity ~~the~~as ~~purchase of~~ an ~~aggregate~~inducement offor ~~1,497,000~~the ~~shares of~~transaction ~~our~~having ~~common stock. These warrants are exercisable for~~ a ~~term~~fair ofmarket ~~five~~value ~~years~~on ~~commencing six months from~~ the date of issuance ~~at an exercise price~~ of $18,864.~~00 per share.~~

~~Issuances~~ ● Pursuant to the terms of ~~Shares~~certain agreements, we issued an aggregate of ~~Our~~67,000 shares of our Common Stock having a fair market value on the date of issuance of $78,800.

OnIssuance ~~June 27, 2014, we issued 250,000 shares~~ of ~~our~~ Common Stock toPurchase Charles G. Berkowitz upon his being named as Chief Operating Officer. In addition, he will receive 250,000 shares for each of the nine succeeding months. The shares are being issued in reliance on Section 4(2) and Regulation D of the United States Securities Act of 1933, as amended (the “Securities Act”). The shares of common stock will not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements.Warrants

On May 21, 2014, we issued a Warrant for the purchase of 7,500 shares of our Common Stock to each of two individuals for services to be rendered (the “May 2014 Service Warrants”). The May 2014 Service Warrants have exercisable terms of three years at $1.50 per share. The fair value of the May 2014 Service Warrants of $159,948 was determined by using the Black-Scholes-Merton option pricing model (“Black-Scholes Model”) on the date of the grant. The fair value of the May 2014 Service Warrants was recorded as an expense in the accompanying consolidated financial statements.

On May 21, 2014, we issued a Warrant for the purchase of 62,500 shares of our Common Stock in connection with the issuance of a convertible promissory note (the “May 2014 Warrant”) In September 2014, the May 2014 Warrant was canceled (see Note 4 in the accompanying consolidated financial statements).

On July 10, 2014, we issued Warrants for the purchase of an aggregate of 125,000 shares of our Common Stock in connection with the issuance of convertible promissory notes (the “July 2014 Warrants”). In September 2014, the July 2014 Warrants were canceled (see Note 4 in the accompanying consolidated financial statements).

On August 13, 2014, we issued a Warrant for the purchase of 513,333 shares of our Common Stock in connection with the issuance of a convertible promissory note (the “August 2014 Warrant”) (see Note 4 in the accompanying consolidated financial statements). The August 2014 Warrant has an exercisable term of five years and is exercisable at $0.132 per share. The fair value of the August 2014 Warrant of $126,476 was determined by using the Black-Scholes Model on the date of the grant. The change in fair value as of April 30, 2015 was determined to be $2,691. The fair value of the August 2014 Warrant was recorded as a derivative liability and the change in fair value was recorded as an interest expense in the accompanying consolidated financial statements. On June 26, 2015, the holder of the warrant exercised 35,714,285 at an exercise price of $0.0007. The holder surrendered 6,944,444 as part of the cashless conversion. There are 61,085,658 shares eligible for purchase under this warrant.

On October 22, 2014, we issued a Warrant for the purchase of 176,471 shares of our Common Stock in connection with the issuance of a convertible promissory note (the “October 2014 Warrant”) (see Note 4 in the accompanying consolidated financial statements). The October 2014 Warrant has an exercisable term of five

years and is exercisable at $0.17 per share. The fair value of the October 2014 Warrant of $26,982 was determined by using the Black-Scholes Model on the date of the grant. The change in fair value as of April 30, 2015 was determined to be $1,024. The fair value of the October 2014 Warrant was recorded as a derivative liability and the change in fair value was recorded as an interest expense in the accompanying consolidated financial statements.

On February 9, 2015, we issued Warrants for the purchase of an aggregate of 458,333 shares of our Common Stock in connection with the issuance of convertible promissory notes (the “February 2015 Warrant”) (see Note 6 in the accompanying consolidated financial statements). The February 2015 Warrant has an exercisable term of five years, is exercisable at $0.06 per share and contains provisions for a cashless exercise. The fair value of the February Warrant of $47,732 was determined by using the Black-Scholes Model on the date of the grant. The change in fair value as of April 30, 2015 was determined to be $240. The fair value of the February 2015 Warrant was recorded as a derivative liability and the change in fair value was recorded as an interest expense in the accompanying consolidated financial statements.

(The remainder of this page intentionally left blank.)

OnIssuance ~~May 10, 2014, we issued 10,000 shares~~ of ~~our~~Convertible ~~Common~~Promissory ~~Stock to Helen Strader as additional consideration pursuant to the Lease Agreement for the Adagio Bed and Breakfast.~~Notes

OnThe ~~May~~following ~~10,~~table ~~2014,~~sets weforth ~~issued~~the ~~2,500~~issuance ~~shares~~ of ~~our~~convertible ~~Common~~debt ~~Stock~~instruments toduring ~~Joshua~~the ~~Jetton~~fiscal asyear ~~additional~~ended ~~consideration~~April ~~pursuant~~30, to2015. anAll ~~asset purchase~~funds ~~agreement~~received ~~under~~were ~~which~~used wefor ~~acquired~~working ~~a 26-person party bus.~~capital:

In June 2014, we issued 125,000 shares of our Common Stock to Mark Gaitan pursuant to his employment agreement.

Issue Date Due Date	Interest Rate	Original Amount		Balance at Report Date			Conversion Rate
5/2/14 4/30/15	8%	$	50,000	$	—	⁽¹⁾	NA
6/16/14 6/16/15	10%	$	23,750	$	23,750	⁽²⁾	$1.00 per share
7/1/14 7/1/15	10%	$	23,750	$	23,750	⁽³⁾	$1.00 per share
8/13/14 2/13/16	8%	$	61,600	$	59,839	⁽⁴⁾	60% discount to the lowest daily volume weighted average price for (i) the 20 trading days immediately prior to the original issue date or (ii) the 20 trading days prior to the date of conversion
9/17/14 9/12/15	8%	$	52,500	$	42,500	⁽⁵⁾	43% discount of the lowest trading price for the 18 days prior to conversion
9/30/14 7/10/15	8%	$	86,000	$	77,876	⁽⁶⁾	Lesser of $0.10 or a 45% discount to the market price
10/22/14 3/22/16	10%	$	60,000	$	41,250	⁽⁷⁾	$0.25 per share subject to certain adjustments
11/26/14 8/26/15	8%	$	50,000	$	50,000	⁽⁸⁾	45% discount to the average of the lowest two trading prices during the twenty-five trading day period ending on the latest complete trading day prior to the date of conversion
12/22/14 12/22/15	10%	$	50,000	$	50,000		Lesser of $0.08 or a 50% discount to the market price during the 20 consecutive trading days prior to the conversion date
2/9/15 7/9/16	10%	$	27,500	$	27,500		60% discount of the lowest daily volume weighted average for the 20 days prior to conversion
3/13/15 3/13/16	8%	$	52,500	$	52,500	⁽⁵⁾	43% discount of the lowest trading price for the 18 days prior to conversion
3/16/15 3/16/16	5%	$	99,340	$	47,840	⁽⁹⁾	Lesser of (i) a 50% discount to the market price during the 20 consecutive trading days prior to the conversion date or (ii) $0.001
3/20/15 3/20/16	8%	$	50,000	$	50,000	⁽¹⁰⁾	45% discount to the average of the lowest two trading prices during the twenty-five trading day period ending on the latest complete trading day prior to the date of conversion
4/2/15 4/2/16	8%	$	73,500	$	73,500	⁽¹¹⁾	55% discount of the average lowest 3 trading price of our Common Stock for the 10 days prior to conversion
4/10/15 10/10/15	10%	$	25,000	$	25,000		48% discount to the lowest intra-day trading price for the 15 days prior to conversion
4/20/15 4/20/16	8%	$	53,244	$	53,244	⁽¹²⁾	48% discount to the lowest intra-day trading price for the 15 days prior to conversion

~~In June,~~(1) ~~2014,~~Although wethis convertible note was issued 25on April 30,~~000~~ ~~shares~~2014, ofthe ~~our~~funding ~~Common~~occurred ~~Stock~~on toMay ~~Jeremiah~~2, ~~Kern~~2014. ~~pursuant~~At toApril a30, ~~consulting~~2015, ~~agreement.~~this Weconvertible ~~hired~~note ~~Mr.~~was ~~Kern as~~in adefault, ~~consultant~~however toit ~~our~~was ~~MaryJane~~purchased ~~Glassworks~~by ~~subsidiary.~~a Onthird ~~July~~party on May 22, ~~2014,~~2015. weSee ~~terminated~~Recent ~~his~~Events ~~consulting~~footnote ~~agreement~~1 for ~~non-performance~~details.

~~Issuances of~~(2) ~~Convertible~~This ~~Promissory~~convertible ~~Notes~~note was purchased by a third party on June 12, 2015. See Recent Events footnote 4 for details.

~~On March 18, 2014, we issued an aggregate of $90,000 in Convertible Promissory Notes to two investors~~ (~~AHB Associates for $45,000 and Continental Equities, LLC for $45,000~~3). ~~The~~This ~~Convertible~~convertible ~~Promissory~~note ~~Notes~~was ~~are~~purchased ~~convertible~~by ~~into~~a ~~shares~~third ofparty ~~our~~on ~~common~~June ~~stock~~12, ~~at $1~~2015.00 ~~per~~See ~~share.~~Recent ~~The~~Events ~~proceeds~~footnote ~~from~~4 ~~the sale of these securities were used~~ for ~~general working capital~~details.

(4) On ~~April~~ 7August 13, 2014, we ~~issued~~received anpayment ~~aggregate~~ of $7550,000, innet ~~Convertible~~of ~~Promissory~~legal ~~Notes~~fees toof ~~two investors (AHB Associates for~~ $506,000 and ~~Continental~~original ~~Equities,~~issue ~~LLC~~discount ~~for~~of $255,~~000)~~600. ~~The~~We ~~Convertible~~also ~~Promissory~~issued ~~Notes~~a ~~are~~Common ~~convertible~~Stock ~~into~~Purchase Warrant for the purchase of 513,333 shares of our ~~common~~Common ~~stock~~Stock. The five-year warrant is exercisable at $10.00132 per share and contains provisions for a cashless exercise and anti-dilution. ~~The~~On ~~proceeds~~June ~~from~~26, 2015, using the ~~sale~~cashless provision and adjusting for dilution, 35,714,285 shares of ~~these~~our ~~securities~~Common Stock were ~~used~~issued, while Common Stock Purchase Warrants for ~~general~~the ~~working~~purchase ~~capital~~of 6,944,444 shares were forfeited.

~~Issuances of~~(5) On September 12, 2014, we issued two 8% Convertible ~~Promissory~~Redeemable Notes ~~with~~each ~~Common~~in ~~Stock~~the amount of $52,500 for an aggregate principal amount of $105,000 (the “First September 2014 Note” and “Second September 2014 Note”). On September 17, 2014, we received

From May 1, 2014 through July 1, 2014, we issued an aggregate of $96,000 in Convertible Promissory Notes and 400,000 shares of our common stock to Tide Pool Ventures Corporation for an aggregate purchase price of $100,000. The Convertible Promissory Notes are convertible into shares of our common stock at $1.00 per share. The proceeds from the sale of these securities were used for general working capital.12

~~On May~~payment 2of $45,000, ~~2014~~net of legal fees of $2,500 weand ~~issued~~finder’s afees of $505,000, ~~Convertible~~under ~~Promissory~~the First September 2014 Note. ~~and~~On 50March 13,~~000~~ ~~shares~~2015, ofwe ~~our~~received ~~common~~payment ~~stock~~of to$45,000 ~~TJC~~net ~~Trading~~of ~~LLC~~legal ~~for~~fees anof ~~aggregate purchase~~$2,500 ~~price~~and finder’s fees of $505,~~500.~~000, ~~The~~under ~~Convertible~~the ~~Promissory~~Second September 2014 Note. isPrior ~~convertible~~to April 30, 2015, $10,000 was converted into 570,342 shares of our ~~common~~Common ~~stock at $1~~Stock.00 ~~per~~Between ~~share. The~~May ~~proceeds~~1, ~~from~~2015 and the ~~sale~~date of ~~these~~this ~~securities~~Report, ~~were~~$98,936.07 ~~used~~was ~~for~~converted ~~general~~into ~~working~~123,435,320 ~~capital~~shares of our Common Stock.

On (6) This convertible note replaced certain convertible notes dated May 215, ~~2014~~and July 10, we2014 ~~issued~~on aSeptember ~~$50~~30,~~000~~ ~~Convertible~~2014, ~~Promissory~~and ~~Note~~contained ~~and~~provisions ~~200~~wherein we (i) issued 350,000 shares of our ~~common~~Common ~~stock~~Stock to ~~TJC~~the ~~Trading~~entity ~~LLC~~and ~~for~~(ii) ~~an aggregate~~canceled 125,000 previously authorized but unissued warrants to purchase ~~price~~shares of ~~$50,000~~our Common Stock. ~~The~~Prior ~~Convertible~~to ~~Promissory~~April ~~Note~~30, is2015, ~~convertible~~$8,124 was converted into 889,814 shares of our ~~common~~Common ~~stock at $1~~Stock.00 ~~per share.~~Between ~~The~~May ~~proceeds~~1, ~~from~~2015 and the ~~sale~~date of ~~these~~this ~~securities~~Report, ~~were~~$85,541 ~~used~~was ~~for~~converted ~~general~~into ~~working~~94,626,663 ~~capital~~shares of our Common Stock.

~~Issuance~~ (7) This convertible note is to be funded in four tranches. The first tranche of ~~Convertible~~$60,000, ~~Promissory~~net ~~Note~~of $5,000 in legal fees and the original issue discount of $5,000, was funded on October 22, 2014 and was immediately deemed eligible for conversion. The funding of the remaining three tranches in the amount of $55,000 each (net of the original issue discount of $5,000) is yet to be determined, but will be deemed eligible for conversion on the date of funding. In conjunction with the issuance of the October Note, we issued four warrants to purchase shares of our Common Stock (“Warrant(s)”) (designated Warrant #1, Warrant #2, Warrant #3 and Warrant #4). Warrant #1 is for the purchase of 176,471 shares of our Common Stock. Warrants #2, #3 and #4 are for an amount determined by dividing $27,500 by our Common Stock’s market price on the date corresponding with the second, third and fourth funding. Prior to April 30, 2015, $21,861 was converted into 2,186,087 shares of our Common Stock. Between May 1, 2015 and the date of this Report, $52,039 was converted into 73,404,597 shares of our Common Stock.

~~In July~~(8) ~~2014,~~On weNovember ~~issued a $36~~26,~~000~~ ~~Convertible Promissory Note~~2014, ~~125,000~~we ~~shares~~received ofpayment ~~our common stock and a Common Stock Purchase Warrant for the purchase~~ of ~~125~~$50,000, ~~shares~~net of ~~our~~legal ~~common~~fees ~~stock to TJC Trading LLC for an aggregate purchase price~~ of $363,000. ~~The~~expense ~~Convertible Promissory Note converts into shares~~ of ~~our common stock at 80% of the current market price subject to a minimum conversion price of~~ $02,750.25 per share and a maximum conversion price of $1.50 per share. The three-year Warrant is exercisable at $0.75 per share. The proceeds from the sale of these securities were used for general working capital.

(9)

This convertible note was purchase on March 16, 2015 from an entity holding convertible notes dated March 20 and April 7, 2014 with aggregate principal and interest of $99,340. Prior to April 30, 2015, $51,000 was converted into 3,891,033 shares of our Common Stock. Between May 1, 2015 and the date of this Report, $47,840 was converted into 60,771,144 shares of our Common Stock.

(10)

On March 20, 2015, we received payment of $50,000, net of legal fees of $3,000 expense of $2,750.

(11)

This convertible note was purchase on April 2, 2015 from an entity holding convertible notes dated March 20 and April 7, 2014 with aggregate principal and interest of $73,500. Between May 1, 2015 and the date of this Report, $73,000 was converted into 70,003,488 shares of our Common Stock.

(12)

This convertible note was purchase on April 20, 2015 from an entity holding a convertible note dated April 30, 2014 with aggregate principal and interest of $53,244. Between May 1, 2015 and the date of this Report, $35,496 was converted into 50,708,285 shares of our Common Stock.

Exemptions from Registration

In connection with above-mentioned sales of unregistered securities for cash purchased by individuals and entities, each investor represented that they were accredited investors (as defined by Rule 501 of Regulation D under the Securities Act of 1933) and were acquiring the shares for investment and not distribution, that they could bear the risks of the investment and could hold the securities for an indefinite period of time. The investors received written disclosures that the securities had not been registered under the Securities Act and that any resale must be either registered under the Securities Act or in reliance upon an available exemption from registration. No general solicitation was undertaken by the Company in connection with the offer or sale of these securities. All of the individuals and entities listed above that purchased the unregistered securities for cash were all known to the Company and its management through pre-existing business relationships, as long standing business associates and friends. All purchasers were provided access to all material information that they requested and all information necessary to verify such information, and were afforded access to management of the Company in connection with their purchases. All certificates or agreements representing such securities were issued with restrictive legends that prohibited further transfer of the securities or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition. In connection with the above-mentioned issuances of unregistered securities for cash, the Company made such issuances in reliance upon Rule 506 of Regulation D under the Securities Act.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

ITEM 6.

SELECTED FINANCIAL DATA.

We are a smaller reporting company as defined by Rule 229.10(f)(1) and are not required to provide information under this item.

ITEM 7.

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

Management’s Discussion and Analysis or Plan of Operation

You should read the following discussion and analysis in conjunction with the information set forth under our consolidated financial statements and the notes to those financial statements included elsewhere in this Annual Report. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those contained in or implied by any forward-looking statements.

Company Overview

OnOur ~~January~~primary 1,focus ~~2014,~~includes ~~the~~providing ~~State of Colorado became the first state to legalize the use of recreational marijuana. Colorado residents~~lodging, ~~who~~ ~~are at least 21 years of age with photo identification~~events, ~~may~~spa ~~purchase~~services asand ~~much~~brand asmerchandising ~~one~~concentrated ~~ounce of marijuana~~ in ~~a single transaction. Non-Colorado residents, bearing~~ the ~~same~~cannabis ~~identification, may purchase as much as one-quarter ounce~~industry. ~~Marijuana cannot be consumed~~ ~~in any public space, including the shops where it was purchased.~~ Our ~~five~~ operating subsidiaries, as outlined herein, were formed for the purpose of providing financing to assist Colorado marijuana growers, providing cannabis -friendly lodging and toproviding ~~provide~~ value added services of information and entertainment to ~~the~~ consumers supporting the recreational marijuana industry. While our services are currently concentrated only in Colorado, we believe that our business model can easily be expanded as recreational marijuana becomes legal in other states.

The Company is a holding company for its nine subsidiaries: Capital Growth Corporation, a Colorado corporation, and Mary Jane Entertainment, LLC, Mile High Life, LLC (inactive), Dab City Radio (inactive), Mary Jane Tours, LLC, Mary Jane Glassworks, LLC, Bud and Breakfast, LLC, Mary Jane Hospitality, LLC (newly formed) and Mary Jane Events, LLC (newly formed), each a Colorado limited liability company.

Liquidity and Capital Resources

~~The~~We ~~Company~~ will be dependent upon obtaining additional financing in order to adequately fund working capital, infrastructure, expansion ~~expenses~~ expenses and significant marketing/investor related expenditures to gain market recognition, so that itwe can achieve a level of ~~revenue~~ revenue adequate to support ~~its~~our cost structure; however, none of ~~which~~this can be assured. ~~Management~~We ~~believes~~believe that ~~the~~we ~~Company~~ will need approximately $21 million over the next twelve months. While initial operations have been funded with private placements of equity and bridge loans, there can be no assurance that adequate financing will continue to be available, and, if available, be on terms that are favorable. Our Ascash ofbalance at April 30, ~~2014,~~2015 ~~the~~was ~~combined companies had approximately (~~$3044,~~202) on deposit~~990.

We believe that we will achieve operating profitability during the quarter ending ~~October~~April 3130, ~~2014~~2016; however, due to conditions and influences out of our control, including the current state of the national economy, we cannot guarantee that profitability will be achieved or that it will be achieved in the stated time frame, nor is there any assurance that such an operating level can ever be achieved.

As of April 30, ~~2014~~2015, our working capital deficit was ~~approximately~~ $24570,~~037.15~~791, our accumulated deficit was ~~approximately~~ $~~337~~2,~~049~~934,048 and our stockholders’ deficit was ~~approximately (~~$~~131~~745,~~006)~~898. Operating loss was ~~approximately~~ $~~337~~2,~~049~~123,225 and $0237,398 for the years ended April 30, ~~2014~~2015 and ~~2013~~2014, respectively. Our net loss was ~~approximately 337~~$2,~~049~~680,584 and ~~approximately~~$238,140 0 for the years ended April 30, ~~2014~~ 2015 and ~~2013~~2014, respectively.

Results of Operations

Revenue, net and Gross Profit

Revenue for the year ended April 30, ~~2014~~2015 was $56609,~~850~~113 as compared to $016,234 for the year ended April 30, ~~2013~~2014. Our revenue during the ~~year~~ year ended April 30, ~~2014~~2015 was primarily derived from ~~advertising sales for~~ the ~~Company’s~~sale ~~magazine~~of rooms and ~~tour~~merchandise ~~revenue.~~in Inour ~~addition, the Company began operating the~~ Bud ~~and~~+ Breakfast ~~at the Adagio on April 10, 2014 and approximately $10,000 was derived from those operations during the year ended April 30, 2014~~properties. ~~The Company’s~~ Our gross profit for the year ended April 30, ~~2014~~2015 was $38193,~~338,~~ 444 compared to $010,066 gross profit for year ended April 30, 2014. ~~Our net losses for the year ended April 30, 2014 was ($337,049).~~

Operating Expenses

~~Our~~For ~~operating expenses for~~ the year ended April 30, ~~2014 was $340~~2015,~~204,~~ ~~our~~ general and administration costs were $72,~~805.89~~291,155, ~~for~~sales ~~the year~~and ~~ended~~marketing ~~April~~costs ~~30,~~were ~~2014~~$19,906 and depreciation expense ~~costs~~was ~~were~~ $5,~~319~~608. ~~for~~For the year ended April 30, 2014, general and ~~our~~administration costs were $232,586, sales and marketing costs were $225,~~058.~~892 ~~Our~~and ~~net~~depreciation ~~loss~~expense ~~for the year ended April 30, 2014~~ was ~~($337,048).~~

$8,986. The change is primarily due to stock based compensation and increased activity in our Bud + Breakfast operations.

Critical Accounting Estimates and New Accounting Pronouncements

Critical Accounting Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect reported amounts and related disclosures in the financial statements. Management considers an accounting estimate to be critical if:

	●	if requires assumptions to be made that were uncertain at the time the estimate was made, and

●

changes in the estimate or different estimates that could have been selected could have a material impact on our results of operations or financial condition.

We base our estimates and judgments on our experience, our current knowledge, our beliefs of what could occur in the future, our observation of trends in the industry, information provided by our customers and information available from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the following accounting policies and estimates as those that we believe are most critical to our financial condition and results of operations and that require management’s most subjective and complex judgments in estimating the effect of inherent uncertainties: share-based compensation expense, income taxes, complex derivative financial instruments and impairment of long-lived assets.

~~Share-Based~~Stock ~~Compensation~~Based Expense. We calculate share-based compensation expense for option awards and warrant issuances (“Share-based Awards”) based on the estimated grant/issue date fair value using the Black-Scholes-Merton option pricing model (“Black-Sholes Model”), and recognize the expense on a straight-line basis over the vesting period, net of estimated forfeitures. We have not included an estimate for forfeitures due to our limited history and we revise based on actual forfeitures each period. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the vesting period of the Share-based Award in determining the fair value of Share-based Awards. Although we believe our assumptions used to calculate share-based compensation expense are reasonable, these assumptions can involve complex judgments about future events, which are open to interpretation and inherent uncertainty. In addition, significant changes to our assumptions could significantly impact the amount of expense recorded in a given period.Compensation

~~Income~~We ~~Taxes.~~calculate Asshare-based ~~part~~compensation ofexpense for option awards and certain warrant issuances (“Share-based Awards”) based on the ~~process~~estimated ofgrant/issue ~~preparing~~date ~~our~~fair ~~consolidated~~value ~~financial~~using ~~statements~~the Black-Sholes Model, weand ~~are~~recognize ~~required~~the toexpense ~~estimate~~on ~~income~~a ~~taxes~~straight-line basis inover ~~each~~the vesting period, net of ~~the~~estimated ~~jurisdictions~~forfeitures. inWe ~~which~~have not included an estimate for forfeitures due to our limited history and we ~~operate~~revise based on actual forfeitures each period. ~~Our~~The ~~provision~~Black-Scholes ~~for~~Model ~~income~~requires ~~taxes~~the isuse ~~determined~~of ~~using~~a number of assumptions including volatility of the ~~asset~~stock price, the weighted average risk-free interest rate, and ~~liability~~the ~~approach~~vesting period of the Share-based Award in determining the fair value of Share-based Awards. Although we believe our assumptions used to ~~account~~calculate ~~for~~share-based ~~income~~compensation expense ~~taxes~~are reasonable, these assumptions can involve complex judgments about future events, which are open to interpretation and inherent uncertainty. AIn ~~current~~addition, ~~liability~~significant ischanges to our assumptions could significantly impact the amount of expense recorded ~~for~~in a given period.

14Income Taxes

As part of the process of preparing our consolidated financial statements, we are required to estimate income taxes in each of the jurisdictions in which we operate. Our provision for income taxes is determined using the asset and liability approach to account for income taxes. A current liability is recorded for the estimated taxes payable for the current year. Deferred tax assets and liabilities are recorded for the estimated future tax consequences attributable to differences between the financial ~~statement~~ statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which the timing differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of changes in tax rates or tax laws are recognized in the provision for income taxes in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount more-likely-than-not to be realized. Changes in valuation allowances will flow through the statement of operations unless related to deferred tax assets that expire unutilized or are modified through translation, in which case both the deferred tax asset and related valuation allowance are similarly adjusted. Where a valuation allowance was established through purchase accounting for acquired deferred tax assets, any future change will be credited or charged to income tax expense.

The determination of our provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. In the ordinary course of our business, there are transactions and calculations for which the ultimate tax determination is uncertain. In spite of our belief that we have appropriate support for all the positions taken on our tax returns, we acknowledge that certain positions may be successfully challenged by the taxing authorities. We determine the tax benefits more likely than not to be recognized with respect to uncertain tax positions. Although we believe our recorded tax assets and liabilities are reasonable, tax laws and regulations are subject to interpretation and inherent uncertainty; therefore, our assessments can involve both a series of complex judgments about future events and rely on estimates and assumptions. Although we believe these estimates and assumptions are reasonable, the final determination could be materially different than that which is reflected in our provision for income taxes and recorded tax assets and liabilities.

Complex Derivative Financial Instruments. From time to time we sell common stock and we issue convertible debt, both with common stock purchase warrants, which may include terms requiring conversion price or exercise price adjustments based on subsequent issuance of securities at prices lower than those in the agreements of such securities. In these situations, the instruments may be accounted for as liabilities and recorded at fair value each reporting period. Due to the complexity of the agreement, we used an outside expert to assist in providing the mark to market fair valuation of the liabilities over the reporting periods in which the original agreement was in effect. It was determined that a Binomial Lattice option pricing model using a Monte Carlo simulation would provide the most accuracy given all the potential variables encompassing a future dilutive event. This model incorporated transaction assumptions such as our stock price, contractual terms, maturity, risk free rates, as well as estimates about future financings, volatility, and holder behavior. Although we believe our estimates and assumptions used to calculate the fair valuation liabilities and related expense were reasonable, these assumptions involved complex judgments about future events, which are open to interpretation and inherent uncertainty. In addition, significant changes to our assumptions could significantly impact the amount of expense recorded in a given period.

Impairment of Long-Lived Assets. Carrying values of property and equipment and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. If impairment indicators are present, we determine whether an impairment loss should be recognized by testing the applicable asset or asset group’s carrying value for recoverability. This assessment requires the exercise of judgment in assessing the future use of and projected value to be derived from the eventual disposal of the assets to be held and used. Assessments also consider changes in asset utilization, including the temporary idling of capacity and the expected timing for placing this capacity back into production. If the carrying value of the assets is not recoverable, then a loss is recorded for the difference between the assets’ fair value and respective carrying value. The fair value of the assets is determined using an “income approach” based upon a forecast of all the expected discounted future net cash flows associated with the subject assets. Some of the more significant estimates and assumptions include: market size and growth, market share, projected selling prices, manufacturing cost and discount rate. Our estimates are based upon historical experience, commercial relationships, market conditions and available external information about future trends.

transactions and calculations for which the ultimate tax determination is uncertain. In spite of our belief that we have appropriate support for all the positions taken on our tax returns, we acknowledge that certain positions may be successfully challenged by the taxing authorities. We determine the tax benefits more likely than not to be recognized with respect to uncertain tax positions. Although we believe our recorded tax assets and liabilities are reasonable, tax laws and regulations are subject to interpretation and inherent uncertainty; therefore, our assessments can involve both a series of complex judgments about future events and rely on estimates and assumptions. Although we believe these estimates and assumptions are reasonable, the final determination could be materially different than that which is reflected in our provision for income taxes and recorded tax assets and liabilities.

Complex Derivative Financial Instruments.

From time to time we sell common stock and we issue convertible debt, both with common stock purchase warrants, which may include terms requiring conversion price or exercise price adjustments based on subsequent issuance of securities at prices lower than those in the agreements of such securities. In these situations, the instruments may be accounted for as liabilities and recorded at fair value each reporting period. Due to the complexity of the agreement, we used an outside expert to assist in providing the mark to market fair valuation of the liabilities over the reporting periods in which the original agreement was in effect. It was determined that a Binomial Lattice option pricing model using a Monte Carlo simulation would provide the most accuracy given all the potential variables encompassing a future dilutive event. This model incorporated transaction assumptions such as our stock price, contractual terms, maturity, risk free rates, as well as estimates about future financings, volatility, and holder behavior. Although we believe our estimates and assumptions used to calculate the fair valuation liabilities and related expense were reasonable, these assumptions involved complex judgments about future events, which are open to interpretation and inherent uncertainty. In addition, significant changes to our assumptions could significantly impact the amount of expense recorded in a given period.

New Accounting Pronouncements

~~In July~~During ~~2013,~~ the ~~Financial~~year ~~Accounting~~ended ~~Standards~~April ~~Board~~30, ~~(“FASB”)~~2015 ~~issued~~and ~~authoritative~~through ~~guidance~~this ~~related~~date, to the ~~presentation of~~Financial ~~unrecognized~~Accounting ~~tax~~Standards ~~benefits.~~Board ~~The~~has ~~update~~issued various ~~requires~~Accounting ~~that~~Standards ~~the~~Updates ~~entity~~through Accounting ~~present~~Standards anCodification ~~unrecognized tax benefit~~No. 2015-11, ormost ~~a portion~~ of anwhich ~~unrecognized tax~~are ~~benefit, as a reduction to a deferred tax asset for a net operating loss carry forward or a tax credit carry forward~~ specific in ~~the statement of financial position~~nature. We ~~The~~have ~~guidance~~made ~~does~~a ~~not~~determination ~~apply to the extent~~ that athese ~~net~~updates ~~operating~~do ~~loss carry forward or tax credit carry forward at the reporting date is~~ not ~~available~~currently impact our ~~under~~financial ~~the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position. The guidance is effective for annual~~ reporting ~~periods beginning after December 15, 2013,~~ process and ~~interim reporting periods thereafter. We expect to present deferred tax assets net of unrecognized~~ ~~tax~~we ~~benefits, as appropriate, in the consolidated balance sheets. We~~ do not ~~anticipate~~believe that ~~this~~they ~~guidance~~ will ~~have~~materially aaffect ~~material impact~~us onin ~~our~~the ~~financial position or results of operations~~future.

InRecent ~~February~~Events ~~2013,~~Since ~~the~~April FASB issued authoritative guidance which adds new disclosure requirements for items reclassified out of Accumulated Other Comprehensive Income (Loss) (“AOCI”). The update requires that an entity present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of AOCI based on its source and the income statement line items affected by the reclassification. The guidance was effective for the quarter ended March 30, ~~2013. The adoption of this guidance did not have an impact on our financial position or results from operations.~~2015

InAmendment ~~July 2012, the FASB guidance giving entities an option~~ to ~~first~~Articles ~~assess qualitative factors to determine whether the existence~~ of events and circumstances indicate that it is more likely than not that the indefinite-lived intangible asset impaired. If based on its qualitative assessment an entity concludes that it is more likely than not that the fair value of an indefinite lived intangible asset is less than its carrying amount, quantitative impairment testing is required. However, if an entity concludes otherwise, quantitative impairment testing is not required. The guidance was effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The adoption of this guidance did not have a material impact on our financial position or results of operations.Incorporation

~~Recent~~On ~~Events~~May ~~Since~~11, ~~April~~2015, 30the Board of Directors and shareholders owning a majority of the shares outstanding of the Company approved an increase in its authorized shares of common stock. The Company filed a Certificate of Amendment to Certificate of Incorporation with the Nevada Secretary of State to increase its authorized shares of common stock from 200,000,000 ~~2014~~to 1,000,000,000 shares, $0.001 par value per share.

Change in Officers

On June 8, 2014, Jose Ramirez, our Chief Operating Officer, tendered his 60-day resignation. We accepted his resignation as Chief Operating Officer and the Board of Directors requested that the resignation take effect immediately rather than in 60-days to allow the Board of Directors to immediately commence a search for his replacement. Mr. Ramirez remained as a member of the Board of Directors until he was removed on July 14, 2014.

On June 27, 2014, we entered into an Executive Employment Agreement (the “Agreement”) with Charles G. Berkowitz wherein Mr. Berkowitz was hired to serve as our Chief Operating Officer for an initial term of three years. The Agreement will be automatically extended on its anniversary date for subsequent one-year terms unless either party gives notice that they intend not to renew at least three months in advance of the automatic renewal date. Mr. Berkowitz will receive a base annual salary of $100,000 through December 31, 2014, $125,000 for calendar year 2015 and $150,000 for the remaining initial term. Mr. Berkowitz will receive a monthly car allowance of not less than $500. Upon execution of the Agreement, Mr. Berkowitz was issued 250,000 shares of our Company’s Common Stock and will receive an additional 250,000 shares per month for the subsequent nine months for an aggregate issuance of 2,500,000 shares. Mr. Berkowitz agreed not to compete for a period of two years following the end of his employment.

Issuances of Shares of Our Common Stock

On May 10, 2014, we issued 10,000 shares of our Common Stock to Helen Strader as additional consideration pursuant to the Lease Agreement for the Adagio Bed and Breakfast.

On ~~May~~June 1019, ~~2014~~2015, wethe ~~issued~~Board 2of Directors designated 100,~~500~~000 shares of ~~our~~its ~~Common~~blank check preferred stock as Series A Preferred Stock, par tovalue ~~Joshua~~$0.001 ~~Jetton~~per asshare. ~~additional~~Each ~~consideration~~share ~~pursuant~~of Series A Preferred Stock shall entitle the holder thereof to an10,000 ~~asset~~votes ~~purchase~~on all matters ~~agreement~~submitted ~~under~~to ~~which~~a wevote ~~acquired~~of athe ~~26-person~~stockholders ~~party~~of ~~bus~~the Company.

InOn June ~~2014~~25, we2015, ~~issued~~the ~~125,000~~Board of Directors and a majority of the shareholders approved an increase in its authorized shares and filed a Certificate of ~~our~~Amendment ~~Common~~to ~~Stock~~Certificate of Incorporation with the Nevada Secretary of State to ~~Mark~~increase ~~Gaitan~~its ~~pursuant~~authorized capital to ~~his~~2,002,000,000 ~~employment~~shares ~~agreement~~including 2,000,000,000 shares of common stock, $0.001 par value per share, and 2,000,000 of preferred stock, $0.001 par value per share.

InLease ~~June,~~with ~~2014,~~Hotel weSan ~~issued 25~~Ayre,~~000~~ shares of our Common Stock to Jeremiah Kern pursuant to a consulting agreement. We hired Mr. Kern as a consultant to our MaryJane Glassworks subsidiary. On July 22, 2014, we terminated his consulting agreement for non-performance.LLC

On June 24, 2015, the Company executed a Lease Option Agreement (the “Lease”) with Hotel San Ayre, LLC for the purchase of Hotel San Ayre and its four property locations in Colorado Springs, Colorado. The two-year lease option term commences on July 15, 2015 and terminates the earlier of July 14, 2017 or the closing date of the purchase thereof. The base rental amount for the first 12 months of the Lease is $12,500 and is $13,500 for the last 12 months of the Lease. The Company is responsible for all operation, repair, use and maintenance of the premises during the term of the Lease. Joel Schneider, the Company’s Chief Executive Officer, personally guaranteed the Lease.

Upon execution of the Lease, the Company paid a hard deposit of $30,000 which may be applied to the future purchase; however, is not considered a security deposit and is not refundable if the purchase option is not exercised. The purchase price for the Hotel San Ayre is $2,100,000 on an as-is basis.

Unregistered Sales of Equity Securities

Issuances of Convertible Promissory Notes

OnThe ~~March~~following ~~18,~~table ~~2014,~~sets weforth ~~issued~~the anissuance ~~aggregate~~ of ~~$90,000~~convertible indebt ~~Convertible~~instruments ~~Promissory~~subsequent ~~Notes~~ to ~~two~~the ~~investors~~fiscal ~~(AHB~~year ~~Associates~~ended ~~for~~April ~~$45~~30,~~000 and~~ ~~Continental Equities, LLC for $45,000)~~2015. ~~The Convertible Promissory Notes are convertible into shares of our common stock at~~All ~~$1.00~~funds ~~per~~received ~~share. The proceeds from the sale of these securities~~ were used for ~~general~~ working capital.:

On April 7, 2014, we issued an aggregate of $75,000 in Convertible Promissory Notes to two investors (AHB Associates for $50,000 and Continental Equities, LLC for $25,000). The Convertible Promissory Notes are convertible into shares of our common stock at $1.00 per share. The proceeds from the sale of these securities were used for general working capital.

Issue Date Due Date	Interest Rate	Original Amount		Balance at Report Date			Conversion Rate
5/22/15 5/22/16	12%	$	53,275	$	53,275	⁽¹⁾	40% discount of the lowest trading price for the 10 days prior to conversion
5/22/15 5/22/16	12%	$	38,000	$	38,000	⁽²⁾	40% discount of the lowest trading price for the 10 days prior to conversion
6/11/15 6/11/16	8%	$	60,000	$	60.000	⁽³⁾	57% discount of the lowest trading price for the 20 days prior to conversion
6/12/15 6/12/16	8%	$	52,087	$	52,087	⁽⁴⁾	59% discount of the lowest trading price for the 20 days prior to conversion
6/12/15 6/12/16	8%	$	30,000	$	30,000	⁽⁵⁾	59% discount of the lowest trading price for the 20 days prior to conversion
6/23/15 6/23/16	8%	$	69,000	$	69,000	⁽⁶⁾	Lesser of 50% of the lowest sale price in (i) the 25 trading days immediately prior to the original issue date or (ii) the 25 trading days prior to the conversion date
6/30/15 6/30/16	8%	$	50,750	$	50,750	⁽⁷⁾	55% discount of the 2 lowest trading prices for the 5 days prior to conversion

~~Issuances of~~(1) ~~Convertible~~This ~~Promissory~~convertible ~~Notes~~note was purchase on May 22, 2015 from an entity holding a convertible note dated April 30, 2014 with aggregate principal and interest of $53,275. Between May 22, 2015 and the date of this Report, $53,275 was converted into 59,931,882 shares of our Common Stock.

~~From May~~(2) 1,On ~~2014~~May ~~through July 1~~22, ~~2014~~2015, we ~~issued~~received ana ~~aggregate~~payment of $9638,000 ~~in Convertible Promissory Notes and 400~~,~~000~~ ~~shares~~net of ~~our common~~legal ~~stock~~fees ~~to Tide Pool Ventures Corporation for an aggregate purchase price~~ of $~~100~~5,000. ~~The Convertible Promissory Notes are convertible into shares of our common stock at $1.00 per share. The proceeds from the sale of these securities were used for general working capital.~~

(3) On ~~May~~ 2June 11, ~~2014~~2015, we ~~issued~~received a ~~$50,000~~payment ~~Convertible~~of ~~Promissory Note and 50~~$60,000, ~~shares~~net of ~~our~~legal ~~common~~fees ~~stock to TJC Trading LLC for an aggregate purchase price~~ of $503,~~500~~000. ~~The Convertible Promissory Note is convertible into shares of our common stock at $1.00 per share. The proceeds from the sale of these securities were used for general working capital.~~

~~On May~~(4) 2,This ~~2014,~~convertible wenote ~~issued~~was apurchase ~~$50~~on June 12,~~000~~ ~~Convertible~~2015 ~~Promissory~~from ~~Note~~an ~~and~~entity ~~200,000~~holding ~~shares~~convertible ofnote ~~our~~dated ~~common~~June ~~stock~~16, to2014 ~~TJC~~and ~~Trading~~July ~~LLC~~1, ~~for~~2015 an with aggregate ~~purchase~~principal ~~price~~and interest of $5052,~~000~~087. ~~The~~Between ~~Convertible~~June ~~Promissory~~12, ~~Note~~2015 isand ~~convertible~~the ~~into~~date ~~shares~~ of ~~our~~this ~~common~~Report, ~~stock at~~ $~~1.00~~52,272 ~~per share.~~was ~~The~~converted ~~proceeds~~into ~~from~~66,394,959 ~~the~~shares ~~sale~~ of ~~these~~our ~~securities~~Common ~~were used for general working capital~~Stock.

~~Issuance of~~(5) ~~Convertible~~On ~~Promissory~~June ~~Note~~12, ~~with~~2015, ~~Warrant~~we ~~and~~received ~~Common~~a ~~Stock~~payment of $30,000, net of legal fees of $1,500.

In July 2014, we issued a $36,000 Convertible Promissory Note, 125,000 shares of our common stock and a Common Stock Purchase Warrant for the purchase of 125,000 shares of our common stock to TJC Trading LLC for an aggregate purchase price of $36,000. The Convertible Promissory Note converts into shares of our common stock at 80% of the current market price subject to a minimum conversion price of $0.25 per share and a maximum conversion price of $1.50 per share. The three-year Warrant is exercisable at $0.75 per share. The proceeds from the sale of these securities were used for general working capital.

Consulting Agreement with Jeremiah Kern

In May, 2014, the Company entered into a consulting agreement with Jeremiah Kern whereby Mr. Kern would act as a consultant to the Company’s wholly-owned subsidiary MaryJane Glassworks, LLC. Pursuant to the consulting agreement the Company agreed to pay Mr. Kern $750 per week and agreed to issue Mr. Kern

25(6) On June 23,~~000~~ ~~shares~~2015, ~~upon~~we ~~signing~~received ~~and~~a 25payment of $69,000, ~~ninety~~net ~~days~~of ~~thereafter.~~legal Onfees ~~July~~of 22$3, ~~2014~~000 ~~the~~and ~~Company~~expense ~~terminated~~of ~~this agreement~~$6,000.

~~Employment Agreement~~(7) ~~with~~On ~~Adam~~June ~~Jeffers~~30, 2015, we received a payment of $50,750, net of legal fees of $2,750 and expense of $3,000.

InConversion ~~May, 2014, the Company entered into an employment agreement with Adam Jeffers to become the Company’s Graphic Designer and Art Coordinator. The Company pays Mr. Jeffers an annual base salary~~ of ~~$35,000 per year. As additional consideration the Company issued 20,000 stock options exercisable at $2.00 per share to Mr. Jeffers pursuant to the Company’s 2014 Equity Incentive Plan.~~Debt

~~Employment~~Between ~~Agreement~~May ~~with~~1, ~~Mark~~2015 ~~Gaitan~~and the date of this report, we converted debt in the aggregate amount of $661,322 into 869,238,855 shares of our Common Stock.

InAmendment ~~May, 2014, the Company entered into an employment agreement with Mark Gaitan to become the Company’s Manager~~ of ~~our~~Convertible ~~apparel division~~Debt and General Manager of our factory and warehouse. The Company pays Mr. Gaitan an annual base salary of $50,000 per year. As additional consideration the Company issued 125,000 shares of its Common Stock to Mr. Gaitan.Instrument

~~Suspension~~On July 10, 2015, we agreed to amend a secured convertible promissory note originally entered into on October 22, 2014 in the principal amount of $225,000, of which we only received $50,000. The amendment provides that we may not prepay the note without the written consent of the noteholder. The amendment deleted all prior conversion terms and~~/or~~ ~~Reduction~~now allows the investor to convert the remainder of ~~Operations~~the debt at a conversion price equal to 50% of the lowest closing bid price of our common stock in the twenty (20) trading days immediately preceding conversion. The change in conversion terms was beneficial to us in that it reduced the effective conversion discount of the note from 65% to 50% and eliminated all true-up conditions. In addition, all warrants issued in the original transaction with the investor were canceled. The outstanding principal balance due under this note as of July 10, 2015 is $35,437.

InIssuance ~~June, 2014, the Company suspended the operations~~ of ~~its~~Series ~~newsmagazine~~A ~~The~~Preferred ~~Mile~~Stock High Life due to continued losses. As a result of the suspension, the Company laid off all 4 employees of that entity. In June, 2014, the Company reduced significantly the operations of its radio station Dab City Radio also due to losses. The Company continues to operate the radio station on a limited basis.

~~Formation~~On June 23, 2015, the Board of ~~New~~Directors ~~Entities~~approved the issuance of 100,000 shares of Series A Preferred Stock to Joel Schneider, the Company’s Chief Executive Office and President, for certain financial accommodations made to the Company including personal guarantees on loans and property leases.

In July, 2014, the Company formed two new subsidiaries, MaryJane Events, LLC and MaryJane Hospitality, LLC.

Office Lease

On July 21, 2014, we relocated our principal office, and that of our subsidiaries, to 910 Sixteenth Street, Suite 412, Denver, Colorado 80202 when we entered into a three-year lease. We lease 1,126 square feet of office space under the lease which expires on July 31, 2017. The monthly lease amount through July 31, 2015 is $1,505; thereafter, it increases to $1,600 and $1,700 on August 1, 2015 and 2016, respectively. The lease permits a one-time extension of the lease for a two-year period with the lease amount being increased to $1,800 and $1,900, respectively.

Off-Balance Sheet Arrangements

As of April 30, ~~2014~~2015, we had no material off-balance sheet arrangements.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 229.10(f)(1) and are not required to provide information under this item.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Financial statements may be found at pages F-1 through F-5 herein.

INDEX TO FINANCIAL STATEMENTS

		Page

Reports of Independent Registered Public Accounting Firm		F-1

Consolidated Balance Sheets as of April 30, 2015 and 2014		F-3

Consolidated Statements of Operations for the years ended April 30, 2015 and 2014		F-4

Consolidated Statements of Stockholders’ Equity for the years ended April 30, 2015 and 2014		F-5

Consolidated Statements of Cash Flows for the years ended April 30, 2015 and 2014		F-6

Notes to Consolidated Financial Statements		F-7

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

The MaryJane Group, Inc.

Denver, Colorado

We have audited the accompanying consolidated balance sheet of the MaryJane Group, Inc. and its subsidiaries (the “Company”), as of April 30, 2015 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the MaryJane Group, Inc. and its subsidiaries as of April 30, 2015 and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations since inception and has a working capital deficiency, both of which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Turner, Stone & Company, L.L.P.

Certified Public Accountants

July 27, 2015

F-1

EXPLANATORY NOTE: At the time of this filing, Harris & Gillespie is dissolved; therefore, we were unable to obtain their consent and updated opinion required to be filed as exhibits to this Report pertaining to the audit conducted by Harris & Gillespie for the year ended April 30, 2014.

HARRIS & GILLESPIE CPAS, PLLC

CERTIFIED PUBLIC ACCOUNTANT’S

3901 STONE WAY N., SUITE 202

SEATTLE, WA 98103

206.547.6050

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

The Maryjane Group Inc. and Subsidiaries

We have audited the accompanying balance sheet of The Maryjane Group Inc. and Subsidiaries as of April 30, 2014 and 2013, and the related statements of operations, stockholders’ deficit and cash flows for the periods then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Maryjane Group Inc. and Subsidiaries as of April 30, 2014 and 2013 and the results of its operations and cash flows for the periods then ended in conformity with generally accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ HARRIS & GILLESPIE CPA’S, PLLC

Seattle, Washington

August 12, 2014

F-2

THE MARYJANE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	April 30,
	2015			2014

ASSETS
Current Assets:
Cash	$	44,990		$	3,431
Prepaid expenses		39,808			10,149
Employee advances		55			3,300
Total current assets		84,853			16,880

Fixed assets, net		18,313			51,436
Security deposits		14,500			10,000
Total assets	$	117,666		$	78,316

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Convertible notes payable, net of debt discount of $417,752 and $0, respectively	$	327,549		$	75,000
Accounts payable		23,056			12,358
Promissory note		17,160			—
Other current liabilities		287,879			50,223
Bank overdraft		—			13,757
Total current liabilities		655,644			151,338

Long-term Liabilities:
Convertible notes payable, net of debt discount of $23,237 and $0, respectively		4,263			—
Convertible debentures		—			90,000
Accrued interest		603			506
Derivative liabilities		203,145			—
Total long-term liabilities		208,011			90,506
Total liabilities		863,655			241,844

Commitments and Contingencies (Note 10)

Stockholders’ Deficit:
Preferred stock - par value $0.001; 2,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock - par value $0.001; 2,000,000,000 shares authorized; 30,637,844 and 17,860,000 issued and outstanding, respectively		30,638			17,860
Additional paid in capital		2,211,957			72,076
Prepaid services		(54,536	)		—
Accumulated deficit		(2,934,048	)		(253,464	)
Total stockholders’ deficit		(745,989	)		(163,528	)
Total liabilities and stockholders’ deficit	$	117,666		$	78,316

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

F-3

THE MARYJANE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended April 30,
	2015			2014


Revenues, net	$	609,113		$	16,234

Cost of revenue		415,669			6,168

Gross profit		193,444			10,066

Operating expenses:
General and administration		2,291,155			232,586
Sales and marketing		19,906			5,892
Depreciation		5,608			8,986
Total operating expense		2,316,669			247,464

Operating loss		(2,123,225	)		(237,398	)

Other income and (expense)
Miscellaneous income		25,301			—
Interest expense		(529,563	)		(742	)
Disposal of fixed assets		(49,142	)		—
Change in fair value of derivative liability		(3,955	)		—
Total other income (expense)		(557,359	)		(742	)

Loss before taxes		(2,680,584	)		(238,140	)

Provision for income taxes		—			—

Net loss	$	(2,680,584	)	$	(238,140	)

Loss per share, basic	$	(0.14	)	$	(0.02	)

Weighted average number of shares outstanding		19,400,827			13,729,347

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

F-4

THE MARYJANE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

	Common Stock				Additional Paid			Prepaid			Accumulated
	Shares		Amount		in Capital			Services			Deficit			Total

Balance, April 30, 2013		9,140,000		9,140		10,260			—			(15,324	)		4,076
Issuance of shares pursuant to stock purchase agreement		1,220,000		1,220		10,980			—			—			12,200
Shares issued to acquire Capital Growth Corporation		5,000,000		5,000		—			—			—			5,000
Shares issued to acquire the Mary Jane Group of companies		2,500,000		2,500		43,566			—			—			46,066
Forgiveness of related party loan		—		—		7,270			—			—			7,270
Net loss		—		—		—			—			(238,140	)		(238,140	)

Balance, April 30, 2014		17,860,000		17,860		72,076			—			(253,464	)		(163,528	)

Issuance of shares pursuant to stock purchase agreements		700,000		700		14,300			—			—			15,000
Issuance of shares pursuant to debt conversion agreements		9,290,844		9,291		105,508			—			—			114,799
Issuance of shares pursuant to employment agreements		1,605,000		1,605		852,245			—			—			853,850
Issuance of shares for services		1,182,000		1,182		285,882			—			—			287,064
Derivative liability associated with convertible debt		—		—		(199,190	)		—			—			(199,190	)
Debt discount associated with convertible debt		—		—		919,690			—			—			919,690
Warrants issued for services		—		—		161,446			—			—			161,446
Prepaid services, net of amortization		—		—		—			(54,536	)		—			(54,536	)
Net loss		—		—		—			—			(2,680,584	)		(2,680,584	)

Balance, April 30, 2015		30,637,844		30,638		2,211,957			(54,536	)		(2,934,048	)		(745,989	)

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

F-5

THE MARYJANE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended April 30,
	2015			2014

CASH FLOWS FROM OPERATING ACTIVITES
Net loss	$	(2,680,584	)	$	(238,140	)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Effect of merger and recapitalization pursuant to execution of Security Exchange Agreements		—			(7,124	)
Depreciation		5,608			8,986
Amortization of prepaid services		799,314			—
Amortization of debt discount		478,701			—
Amortization of prepaid expense		120,492			—
Warrants issued for services		161,446			—
Common stock issued for services		110,264			—
Change in fair value of derivative liability		3,955			—
Loss on disposal of fixed assets		49,142			—
Change in operating assets and liabilities:
Prepaid expense		—			(10,149	)
Other current assets		13,394			(3,300	)
Accounts payable		12,198			12,358
Bank overdraft		(13,756	)		13,757
Other current liabilities		257,155			50,224
Other long-term liabilities		97			505
Net cash flows used in operating activities		(682,574	)		(172,883	)

CASH FLOWS FROM INVESTING ACTIVITIES
Security deposit		(4,500	)		(10,000	)
Purchase of fixed assets		(6,627	)		(7,232	)
Proceeds from acquisitions		—			5,000
Net cash flows used in investing activities		(11,127	)		(12,232	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible promissory notes		703,100			75,000
Proceeds from promissory note		39,000			—
Proceeds from sale of common stock		15,000			12,200
Payment of promissory note		(21,840	)		—
Proceeds from convertible debentures		—			90,000
Net cash flows provided by financing activities		735,260			177,200

Increase (decrease) in cash		41,559			(7,915	)
Cash, beginning of year		3,431			11,346
Cash, end of year	$	44,990		$	3,431

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid for interest	$	9,128		$	—
Cash paid for income taxes	$	—		$	—

SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES:

Shares issued per employement agreements	$	853,850		$	—
Shares issued for services	$	161,800		$	—
Shares issued to acquire fixed assets	$	15,000		$	—
Shares issued to acquire the Mary Jane companies	$	—		$	46,066

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES:

Debt discount associated with convertible debt	$	919,690		$	—
Derivative liability associated with convertible debt	$	(199,190	)	$	—
Shares issued for convertible debt	$	114,799		$	—
Warrants issued as loan inducement	$	8,894		$	—
Forgiveness of related party loan	$	—		$	7,270

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

F-6

THE MARYJANE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

On February 27, 2014, we entered into and closed a Securities Exchange Agreement by and among the Company, Capital Growth Corporation, a Colorado corporation (“CGC”) and the shareholders of CGC on February 27, 2014 (the “CGC Acquisition”) and on March 14, 2014, we entered into and closed a Securities Exchange Agreement between the Company and the managing member of Mary Jane Entertainment, LLC, Mile High Times, LLC, Mary Jane Tours, LLC, and Dab City Radio, LLC, each a Colorado limited liability company (referred to individually by name or collectively as the “Mary Jane companies”) (the “Mary Jane companies Acquisition”). As a result, we ceased being a shell company upon the acquisition of the five operating subsidiaries. Shortly thereafter, the Company changed its name to The MaryJane Group, Inc.

Subsequent to completing the CGC and Mary Jane companies Acquisitions, we formed the following Colorado limited liability corporations as wholly-owned subsidiaries, namely: Mary Jane Glassworks, LLC and Bud and Breakfast, LLC, (both organized on April 10, 2014), Mary Jane Hospitality, LLC and Mary Jane Events, LLC (both organized on July 22, 2014), and Mary Jane Designs, LLC (organized on August 28, 2014). In an effort to streamline the operation, on November 21, 2014, we dissolved the following entities; Mary Jane Tours, LLC; (ii) Mile High Times, LLC; (iii) Dab City Radio, LLC; and (iv) Mary Jane Glassworks, LLC.

Change in Officers

On June 27, 2014, we entered into an Executive Employment Agreement with Charles G. Berkowitz wherein Mr. Berkowitz was hired to serve as our Chief Operating Officer for an initial term of three years. Upon execution of the Agreement, Mr. Berkowitz was issued 250,000 shares of our common stock. On August 29, 2014, our Board of Directors terminated the Executive Employment Agreement for cause retroactive to August 4, 2014.

Overview of Operating Businesses

Our primary focus includes providing lodging, events, spa services and brand merchandising concentrated in the cannabis industry. Our operating subsidiaries, as outlined herein, were formed for the purpose of providing financing to assist Colorado marijuana growers, providing cannabis-friendly lodging and providing value added services of information and entertainment to consumers supporting the recreational marijuana industry. While our services are currently concentrated only in Colorado, we believe that our business model can easily be expanded as recreational marijuana becomes legal in other states.

F-7

Legalization of recreational marijuana initially in Colorado and Washington and the growing number of jurisdictions with medical marijuana laws spawned a “Green Rush” in America in 2014. On January 1, 2014, the State of Colorado became the first state to legalize the use of recreational marijuana. Colorado residents, who are at least 21 years of age with photo identification, may legally purchase as much as one ounce of marijuana in a single transaction. Non-Colorado residents, bearing the same identification, may purchase as much as one-quarter ounce. Marijuana cannot be consumed in any public space, including the shops where it was purchased. In 2015, Oregon, Alaska and the District of Columbia legalized marijuana for recreational use; however, sales currently remain banned in the District. Additionally, 23 states have legalized marijuana for medical purposes.

Capital Growth Corporation, organized on February 4, 2014 (“Capital Growth”), was formed for the purpose of providing short- and long-term financing to assist growers and retail establishments engaged in the manufacture and distribution of recreational marijuana within the State of Colorado. Since its formation, Capital Growth has not entered into any funding transactions. The Company utilizes Capital Growth as a business development company. Mary Jane Entertainment, LLC was formed to provide contracted limousine and party-bus services and currently continues to operate on a limited basis. Bud and Breakfast, LLC was formed to operate and manage our two marijuana-friendly Bud + Breakfast locations with a third location opening in mid-July 2015. We intend to actively seek additional Bud + Breakfast locations. Mary Jane Hospitality, LLC was formed to seek additional lodging and hospitality businesses located in Colorado, and to also seek the same type of businesses in other jurisdictions as recreational marijuana becomes legal in other states. Mary Jane Events, LLC was formed for the purposes of planning private and corporate events focused upon the recreational/medicinal marijuana industry. Mary Jane Designs, LLC was formed to expand and promote our branded merchandise at our properties.

Fiscal year end

We elected April 30^th as our fiscal year ending date.

Basis of presentation and going concern uncertainty

The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplates continuation of the Company as a going concern, dependent upon our ability, among other matters, to establish itself as a profitable business. At April 30, 2015, we had an accumulated deficit of $2,934,048 and for the years ended April 30, 2015 and 2014, incurred losses of $2,680,584 and $238,140, respectively.

Our ability to continue in business is dependent upon obtaining sufficient financing or attaining profitable operations. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations, and therefore, these matters raise substantial doubt about our ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties, nor do they include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash

For purposes of the Statements of Cash Flows, we consider amounts held by financial institutions and short-term investments with an original maturity of 90 days or less at the time of purchase to be cash and cash equivalents. Beginning January 1, 2013, insurance coverage reverted to $250,000 per depositor at each financial institution, and our non-interest bearing cash balances may exceed federally insured limits. We had no interest-bearing amounts on deposit in excess of federally insured limits at April 30, 2015 and 2014.

F-8

Trade Accounts Receivable

Trade accounts receivable are customer obligations due under normal trade terms. We provide an allowance for doubtful accounts, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Trade accounts receivable passed due by more than 90 days are considered delinquent. Delinquent receivables are written off based on individual credit evaluations, results of collection efforts, and specific circumstances of the customer. Recoveries of accounts previously written off are recorded as reductions of bad debt expense when received. At April 30, 2015 and 2014, we had no trade accounts receivable.

Fixed Assets

Fixed assets are stated at cost, net of accumulated depreciation. Maintenance and repair costs, which do not significantly extend the useful lives of the respective assets, are charged to operating expenses as incurred. We use the straight-line method of depreciation for its property and equipment based on the estimated useful lives of the assets, generally three to five years.

Revenue Recognition

We recognize revenue in accordance with ASC Topic 605, Revenue Recognition, which requires 1) evidence of an arrangement, 2) delivery of the product or service, 3) a fixed or determinable price, and 4) assurance of collection within a reasonable period of time.

Fair Value of Financial Instruments

Our financial instruments consist primarily of receivables, accounts payable, accrued expenses and short- and long-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximates our fair value because of the short-term maturity of such instruments. We have elected not to carry our debt instruments at fair value. The carrying amount of our debt approximates fair value. Interest rates that are currently available to us for issuance of short- and long-term debt with similar terms and remaining maturities are used to estimate the fair value of the our short- and long-term debt and would be considered Level 3 inputs under the fair value hierarchy.

We have categorized our assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy in accordance with GAAP. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3).

Assets and liabilities recorded in the consolidated balance sheets at fair value are categorized based on a hierarchy of inputs, as follows:

Level 1 -

Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 -

Quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

Level 3 -

Unobservable inputs for the asset or liability.

The Company’s financial assets and liabilities recorded at fair value on a recurring basis include the fair value of warrant liability as detailed below. The fair value of this warrant liability is included in long-term liabilities on the accompanying consolidated financial statements.

F-9

The following table provides the financial assets and liabilities reported at fair value and measured on a recurring basis:

Description		Assets/ (Liabilities) Measured at Fair Value				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Other Unobservable Inputs (Level 3)
Fair value of warrant liability		$	(203,145	)		$	—			$	—			$	(203,145	)

The following table provides a summary of changes in fair value associated with the Level 3 liabilities for the year ended April 30, 2015

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Balance at April 30, 2014	$	—
Issuances of derivative liabilities		(199,190	)
Change in fair value of derivative liabilities		(3,955	)
Transfers in and/out of Level 3		—
Ending balance at April 30, 2015	$	(203,145	)

The above table of Level 3 liabilities begins with the prior period balance and adjusts the balance for changes that occurred during the current period. The ending balance of the Level 3 securities presented above represent our best estimates and may not be substantiated by comparisons to independent markets and, in many cases, could not be realized in immediate settlement of the instruments.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized when the rate change is enacted. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized.

In accordance with ASC Topic 740, Income Taxes, we recognize the effect of uncertain income tax positions only if the positions are more likely than not of being sustained in an audit, based on the technical merits of the position. Recognized uncertain income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which those changes in judgment occur. We recognize both interest and penalties related to uncertain tax positions as part of the income tax provision.

Basic Income (Loss) Per Share

We calculate earnings per share (“EPS”) in accordance with ASC Topic 260, Earnings Per Share, which requires the computation and disclosure of two EPS amounts, basic and diluted. Basic EPS is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is

F-10

computed based on the weighted average number of common shares outstanding plus all potentially dilutive common shares outstanding during the period. Such potential dilutive common shares consist of convertible debt, stock options and warrants to purchase common stock of the Company. Potential common shares totaling 428,143,468 and 1,497,000 at April 30, 2015 and 2014, respectively, have been excluded from the diluted earnings per share calculation as they are anti-dilutive due to our reported net loss.

Stock Based Compensation

We recognize compensation expense for all stock based payments granted based on the grant date fair value estimated in accordance with ASC Topic 718, Share Based Payments. Compensation expense is generally recognized on a straight-line basis over the employee’s requisite service period based on the award’s estimated lives for fixed awards with ratable vesting provisions. We recognized no stock based compensation during the years ended April 30, 2015 and 2014.

Use of Estimates

Our consolidated financial statements have been prepared in accordance GAAP. The preparation of these consolidated financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We evaluate our estimates, including those related to contingencies, on an ongoing basis. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Recently Issued and Newly Adopted Accounting Pronouncements

During the year ended April 30, 2015 and through this date, the Financial Accounting Standards Board has issued various Accounting Standards Updates through Accounting Standards Codification No. 2015-11, most of which are specific in nature. We have made a determination that these updates do not currently impact our financial reporting process and we do not believe that they will materially affect us in the future.

Reclassifications

Certain 2014 amounts have been reclassified to conform to current year presentation.

NOTE 3 – FIXED ASSETS

Fixed assets consist of the following:

	April 30,
	2015			2014
Furniture and fixtures	$	23,194		$	19,752
Leasehold improvements		2,320			—
Equipment		865			40,670
		26,379			60,422
Less: accumulated depreciation		(8,066	)		(8,986	)
TOTAL PROPERTY AND EQUIPMENT	$	18,313		$	51,436

Depreciation expense for the years ended April 30, 2015 and 2014 was $5,608 and $8,986, respectively.

F-11

NOTE 4 – CONVERTIBLE PROMISSORY NOTES

A summary of our convertible promissory notes is as follows:

Issue Date Due Date	Interest Rate	Original Amount		Current Balance			Conversion Rate
4/07/14 4/30/15	5%	$	50,000	$	—	⁽¹⁾	NA
4/07/14 4/30/15	5%	$	35,000		—	⁽²⁾	NA
4/23/14 4/23/15	10%	$	48,500		—	⁽³⁾	NA
4/30/14 4/30/15	8%	$	50,000		50,000	⁽⁴⁾	NA
5/21/14 5/21/15	8%	$	50,000		—	⁽⁵⁾	NA
6/16/14 6/16/15	8%	$	23,750		23,750		$1.00 per share
7/01/14 7/01/15	8%	$	23,750		23,750		$1.00 per share
7/10/14 7/10/15	8%	$	36,000		—	⁽⁶⁾	NA
8/13/14 2/13/16	8%	$	61,600		59,839	⁽⁷⁾	60% discount to the lowest daily volume weighted average price for (i) the 20 trading days immediately prior to the original issue date or (ii) the 20 trading days prior to the date of conversion
9/12/14 9/12/15	8%	$	52,500		42,500	⁽⁸⁾	43% discount of the lowest trading price of our Common Stock for the 18 days prior to conversion
9/30/14 7/10/15	8%	$	86,000		77,876	⁽⁹⁾	lesser of $0.10 or a 45% discount to the market price
10/22/14 3/22/16	10%	$	60,000		41,250	⁽¹⁰⁾	$0.25 per share, subject to certain adjustments
11/26/14 8/26/15	8%	$	50,000		50,000		45% discount to the average of the lowest two trading prices during the twenty-five trading day period ending on the latest complete trading day prior to the date of conversion
12/22/14 12/22/15	10%	$	50,000		50,000		lesser of $0.08 or a 50% discount to the market price during the 20 consecutive trading days prior to the conversion date
3/13/15 3/13/16	8%	$	52,500		52,500	⁽⁸⁾	43% discount of the lowest trading price of our Common Stock for the 18 days prior to conversion
3/16/15 3/16/16	5%	$	99,340	$	47,840	⁽¹¹⁾	Lesser of (i) a 50% discount to the market price during the 20 consecutive trading days prior to the conversion date or (ii) $0.001
3/20/15 3/20/16	8%	$	50,000		50,000		45% discount to the average of the lowest two trading prices during the twenty-five trading day period ending on the latest complete trading day prior to the date of conversion
4/2/15 4/2/16	8%	$	73,500		73,500	⁽¹²⁾
4/2/15 4/2/16	8%	$	42,000		42,000
4/10/15 10/10/15	10%	$	25,000		25,000		48% discount from the lowest intra-day trading price for the 15 days prior to the date of conversion
4/20/15 4/20/16	8%	$	53,244		35,496	⁽¹³⁾	48% discount from the lowest intra-day trading price for the 15 days prior to the date of conversion
					745,301
Unamortized debt discount					(417,752	)
				$	327,549

F-12

(1)

This convertible note (including principal and accrued interest) was purchased by a third party on March 16, 2015. See #11 above and below.

(2)

This convertible note (including principal and accrued interest) was purchased by a third party on April 2, 2015. See #12 above and below.

(3)

This convertible note (including principal and accrued interest) was purchased by a third party on April 20, 2015. See (#13) above and below.

(4)

At April 30, 2014, this convertible note was in default, however it was purchased by a third party on May 22, 2015. See Note 11.

(5)

This convertible note (including principal and accrued interest) was combined with #6 (see above and below) and replaced with #9 (see above and below) on September 30, 2014.

(6)

This convertible note (including principal and accrued interest) was combined with #5 (see above and below) and replaced with #9 (see above and below) on September 30, 2014.

(7)

This convertible note (including principal and accrued interest) was transferred from long term convertible debt on February 9, 2015. See #3 in Note 7. We also issued a Common Stock Purchase Warrant for the purchase of 513,333 shares of our Common. The five-year warrant is exercisable at $0.132 per share and contains provisions for a cashless exercise.

(8)

On September 12, 2014, we issued two 8% Convertible Redeemable Notes each in the amount of $52,500 for an aggregate principal amount of $105,000 (the “First September 2014 Note” and “Second September 2014 Note”). On September 17, 2014, we received payment of $45,000, net of legal fees of $2,500 and finder’s fees of $5,000, under the First September 2014 Note. On March 13, 2015, we received payment of $45,000, net of legal fees of $2,500 and finder’s fees of $5,000, under the Second September 2014 Note. Prior to April 30, 2014, $10,000 was converted into 570,342 shares of our Common Stock.

(9)

This convertible note replaced #s 5 and 6 above on September 30, 2014, and contained provisions wherein we (i) issued 350,000 shares of our Common Stock to the entity and (ii) canceled 62,500 warrants to purchase shares of our Common Stock and 125,000 previously authorized but unissued warrants to purchase shares of our Common Stock. On April 29, 2015, $8,124 was converted into 889,814 shares of our Common Stock.

(10)

This convertible note (including principal and accrued interest) was transferred from long term convertible debt on March 22, and the original issue discount of $5,000, was funded on October 22, 2014 and was immediately deemed eligible for conversion. The funding of the remaining three tranches in the amount of $50,000 each (net of the original issue discount of $5,000) is yet to be determined, but will be deemed eligible for conversion on the date of funding. In conjunction with the issuance of the October Note, we issued four warrants to purchase shares of our Common Stock (“Warrant(s)”) (designated Warrant #1, Warrant #2, Warrant #3 and Warrant #4). Warrant #1 is for the purchase of 176,471 shares of our Common Stock. Warrants #2, #3 and #4 are for an amount determined by dividing $27,500 by our Common Stock’s market price on the date corresponding with the second, third and fourth funding. Prior to April 30, 2015, $21,861 was converted into 2,186,087 shares of our Common Stock.

(11)

This convertible note was purchased from #1 above, and #1 in Note 7. On April 7, April 15, April 22, and April 30, 2015, $25,000, $10,000, $10,000, and $6,000 were converted into 616,523, 1,000,000, 1,000,000, and 1,274,510 shares of our Common Stock, respectively.

(12)

This convertible note was purchased from #2 above, and #2 in Note 7.

(13)

This convertible note was purchased from #3 above. On April 23, 2015, $17,748 was converted into 1,613,445 shares of our Common Stock.

NOTE 5 – PROMISSORY NOTES

On February 12, 2015, we entered into a loan agreement with an entity and borrowed $39,000. Pursuant to the terms of the loan agreement, we are required to make 100 equal installments of $553, or an aggregate of $55,300, to repay the principal balance and interest in full.

NOTE 6 – OTHER CURRENT LIABILITIES

Other current liabilities consist of the following:

	April 30,
	2015		2014
Payroll tax liability	$	182,142	$	13,290
Accrued IRS and state interest and penalties		41,812		—
Accrued lodging and sales tax		35,269		—
Accrued interest expense		22,373		236
Accrued payroll		4,424		24,508
Other current liabilities		1,858		499
Accrued outside services		—		11,690
TOTAL OTHER CURRENT LIABILITIES	$	287,878	$	50,223

F-13

NOTE 7 – LONG-TERM CONVERTIBLE DEBT

A summary of our long-term convertible promissory notes is as follows:

Issue Date Due Date	Interest Rate	Original Amount		Current Balance			Conversion Rate
3/20/14 3/20/17	5%	$	45,000	$	—	⁽¹⁾	NA
3/20/14 3/20/17	5%	$	45,000		—	⁽²⁾	NA
8/13/14 2/13/16	8%	$	61,600		—	⁽³⁾	NA
10/22/14 3/22/16	10%	$	60,000		—	⁽⁴⁾	NA
2/9/15 7/9/16	10%	$	27,500		27,500	⁽⁵⁾	60% discount to the lowest daily volume weighted average price for (i) the 20 trading days immediately prior to the original issue date or (ii) the 20 trading days prior to the date of conversion
					27,500
Unamortized debt discount					(23,237	)
				$	4,263

(1)

This 5% debenture (including principal and accrued interest) was purchased by a third party on March 16, 2015. See #11 in Note 4 – Convertible Promissory Notes.

(2)

This 5% debenture (including principal and accrued interest) was purchased by a third party on April 2, 2015. See #12 Note 4 – Convertible Promissory Notes.

(3)

This convertible note (including principal and accrued interest) was transferred to short term convertible debt on February 9, 2015. See #7 in Note 4 – Convertible Promissory Notes.

(4)

This convertible note (including principal and accrued interest) was transferred to short term convertible debt on March 22, 2015. See #10 in Note 4 – Convertible Promissory Notes.

(5)

We issued a Common Stock Purchase Warrant for the purchase of 458,333 shares of our Common Stock to an entity. See Note 8.

NOTE 8 – CAPITAL STOCK

Preferred Stock

At April 30, 2015 we had 2,000,000 shares of preferred stock, $0.001 par value authorized (the “Preferred Shares”). We had no Preferred Shares outstanding at April 30, 2015.

Common Stock

At April 30, 2015 we had 200,000,000 shares of common stock, $0.001 par value authorized (the “Common Shares”), with 30,637,844 Common Shares issued and outstanding. We also had 428,143,468 Common Shares reserved for potential debt conversions at April 30, 2015.

F-14

Common Stock Issuances During the Year Ended April 30, 2015

Shares Issued		Fair Market Value of Shares Issued		Purpose
	9,290,844	$	114,799	Debt conversion
	1,605,000		853,850	Pursuant to terms of employment agreements
	755,000		196,000	Pursuant to terms of consulting agreements
	700,000		15,000	Pursuant to private placements agreements
	350,000		8,864	Loan consideration
	57,000		29,900	Services rendered
	20,000		52,300	Pursuant to terms of property lease agreements
	12,777,844	$	1,270,713

Common Stock Issuances During Year Ended April 30, 2014

During May and June 2013, we entered into a Securities Purchase Agreement with multiple investors for the issuance and sale of Company Shares (the “May/June 2013 Private Placement”). The May/June 2013 Private Placement closed on June 21 2013, through which we sold an aggregate of 1,220,000 Company Shares at $0.01 per share, for an aggregate purchase price of $12,200. Company Shares included in the May/June 2013 Private Placement were registered pursuant to a Form S-1 Registration Statement under the Securities Act of 1933 which was deemed effective by the Securities Exchange Commission (“SEC”) on April 12, 2014 (the “April 12, 2014 Form S-1").

On February 27, 2014, pursuant to the terms of the CGC Acquisition, we acquired 100% of the issued and outstanding shares of CGC and 100% of the issued and outstanding Common Stock Purchase Warrants of CGC (the “CGC Warrants”), in exchange for the issuance of an aggregate of 5,000,000 Company Shares and Common Stock Purchase Warrants for the purchase of an aggregate of 1,497,000 Company Shares (the “Company Warrants”). The Company Shares included 4,502,000 shares to be issued to Mr. Schneider, our sole officer and director. The Company Warrants are exercisable for a term of five years commencing six months from the date of issuance at an exercise price of $1.00 per share.

On March 14, 2014, pursuant to the terms of the Mary Jane companies Acquisition, we agreed to purchase and the managing member of the Mary Jane companies agreed to sell 100% of their issued and outstanding shares or membership interests (the “Mary Jane companies Stock”) in exchange for an aggregate of 2,500,000 Company Shares. In addition, the number of Company Shares to be issued may be increased, but not decreased, one time only on the first year anniversary of the closing of the Mary Jane companies Acquisition, so as to ensure that the value of the Company shares issued in the transaction exceeds $0.40 per share or an aggregate of $1,000,000.

Warrants to Purchase Common Stock of the Company

We use the Black-Scholes-Merton option pricing model (“Black-Scholes Model”) to determine the fair value of Warrant(s). The Black-Scholes Model is an acceptable model in accordance with GAAP.

Warrant Activity during the Year Ended April 30, 2015

On May 21, 2014, we issued Warrants to purchase 7,500 shares of our Common Stock to each of two individuals for services to be rendered (the “May 2014 Service Warrants”). The May 2014 Service Warrants have an exercisable term of three years and are exercisable at $1.50 per share. The fair value of the May 2014 Service Warrants of $159,948 was determined by using the Black-Scholes Model on the date of the grant. The fair value of the May 2014 Service Warrants was recorded as an expense in the accompanying consolidated financial statements.

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On May 21, 2014, we also issued a Warrant for the purchase of 62,500 shares of our Common Stock in connection with the issuance of a convertible promissory note (the “May 2014 Warrant”) In September 2014, the May 2014 Warrants were canceled (see Note 4).

On August 13, 2014, we issued a Warrant for the purchase of an aggregate of 513,333 shares of our Common Stock in connection with the issuance of convertible promissory notes (the “August 2014 Warrant”) (see Note 4). The August 2014 Warrant have an exercisable term of five years and are exercisable at $0.132 per share. The fair value of the August 2014 Warrant of $126,476 was determined by using the Black-Scholes Model on the date of the grant. The change in fair value as of April 30, 2015 was determined to be $2,691. The fair value of the August 2014 Warrant was recorded as a derivative liability and the change in fair value was recorded as an interest expense in the accompanying consolidated financial statements.

On October 22, 2014, we issued a Warrants for the purchase of an aggregate of 176,471 shares of our Common Stock in connection with the issuance of a convertible promissory note (the “October 2014 Warrant”) (see Note 4). The October 2014 Warrant have an exercisable term of five years and are exercisable at $0.17 per share. The fair value of the October 2014 Warrant of $26,982 was determined by using the Black-Scholes Model on the date of the grant. The change in fair value as of April 30, 2015 was determined to be $1,024. The fair value of the October 2014 Warrant was recorded as a derivative liability and the change in fair value was recorded as an interest expense in the accompanying consolidated financial statements.

On February 9, 2015, we issued a Warrant for the purchase of an aggregate of 458,333 shares of our Common Stock in connection with the issuance of convertible promissory notes (the “February 2015 Warrant”) (see Note 6). The five-year February 2015 Warrant is exercisable at $0.06 per share and contains provisions for a cashless exercise. The fair value of the February Warrant of $47,732 was determined by using the Black-Scholes Model on the date of the grant. The change in fair value as of April 30, 2015 was determined to be $240. The fair value of the February 2015 Warrant was recorded as a derivative liability and the change in fair value was recorded as an interest expense in the accompanying consolidated financial statements.

Warrant Activity during the Year Ended April 30, 2014

On February 27, 2014, we issued Warrants or the purchase of an aggregate of 748,500 shares of our Common Stock to two entities (the “February 2014 Warrants”). The February 2014 Warrants have an exercisable term of five years and are exercisable at $1.00 per share. The fair value of the October 2014 Warrants of $1,498 was determined by using the Black-Scholes Model on the date of the grant. The fair value of the February 2014 Warrants was recorded as a warrant liability in the accompanying condensed consolidated financial statements.

Stock Options

Effective May 9, 2014, we established the MaryJane Group, Inc. 2014 Equity Incentive Plan ("2014 Plan”) pursuant to which 1,000,000 shares of our Company Shares were reserved for issuance upon the exercise of options ("2014 Plan Option(s)”). The 2014 Plan was designed to serve as an incentive for retaining our qualified and competent key employees, officers and directors, and certain consultants and advisors. The 2014 Plan Options have an exercise period of ten years from the date of issuance. At April 30, 2015, no options were granted under the 2014.

NOTE 9 – INCOME TAXES

At April 30, 2015, we had a federal net operating tax loss carry-forward of approximately $3,000,000. The tax loss carry-forwards are available to offset future taxable income with the federal carry-forwards beginning to expire in 2033. Future tax benefits which may arise as a result of these losses have not been

F-16

recognized in these consolidated financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The difference between the expected income tax expense (benefit) and the actual tax expense (benefit) computed by using the Federal statutory rate of 34% is as follows:

	Tax Years Ended April 30,
	2015			2014
Expected income tax benefit at statutory rate of 34%	$	(997,577	)	$	(86,178	)
Change in valuation account		997,577			86,178
Income tax expense (benefit)	$	—		$	—

Deferred tax assets and liabilities are provided for significant income and expense items recognized in different years for tax and financial reporting purposes. Temporary differences, which give rise to a net deferred tax asset, are as follows:

	Tax Years Ended April 30,
	2015			2014
Deferred Tax Assets:
Tax benefit of net operating loss carry-forward	$	997,577		$	86,178
Less: valuation allowance		(997,577	)		(86,178	)
Net deferred tax asset	$	—		$	—

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Office Leases

On July 21, 2014, we relocated our principal office, and that of our subsidiaries, to 910 Sixteenth Street, Suite 412, Denver, Colorado 80202 when we entered into a three-year lease. We lease 1,129 square feet of office space under the lease which expires on July 31, 2017. The monthly lease amount through July 31, 2015 is $1,505; thereafter, it increases to $1,600 and $1,700 on August 1, 2015 and 2016, respectively. The lease permits a one-time extension of the lease for a two-year period with the lease amount being increased to $1,800 and $1,900, respectively. Rent expense for the period from July 21, 2014 to April 30, 2015 was $13,545.

As of April 30, 2015, future minimum rental payments are as follows:

Years Ending April 30,
2015	$	18,915
2016		20,100
2017		5,100
Total	$	44,115

On September 1, 2013, we entered into a Commercial Lease Agreement (the “2013 Lease”) for 4,000 square feet of office and warehouse space expiring November 30, 2018. The base lease rate is $2,699 per month. The lease was terminated as of August 1, 2014. Rent expense for the periods from May 1, 2014 to July 31, 2014 and September 1, 2013 to April 30, 2014 was $8,097 and $21,592, respectively.

On April 1, 2014, we entered into a Commercial Lease Agreement (the “2014 Lease”) for 4,000 square feet of retail and warehouse space expiring November 30, 2018. The base lease rate is $2,950 per month. The lease was terminated as of August 1, 2014. Rent expense for the periods from May 1, 2014 to July 31, 2014 and April 1, 2014 to April 30, 2014 was $8,850 and $2,950, respectively.

F-17

Property Leases

On April 9, 2014 we entered into a one year lease with the owner of the Adagio Vista Bed and Breakfast (“Adagio”) located at 1430 Race Street, Denver, Colorado (the “Adagio Lease”). The Adagio Lease commenced April 10, 2014 and expires April 9, 2015. The monthly rent is $9,000 per month, plus 2 1/2% of the monthly gross lodging revenue. As additional consideration, we issued the owner of the Adagio 10,000 shares of our Common Stock. We entered into a six-month lease agreement for the monthly rate of $10,000 plus a 2 ½ % gross revenue royalty which ends on December 31, 2015. As additional consideration, we put down an additional $10,000 as a refundable deposit.

On September 4, 2014, we entered into a one year lease with the owners of the Mountain Vista Bed and Breakfast (“Mountain Vista”), located at 358 Lagoon Lane, Silverthorne Colorado (the “Mountain Vista Lease”). The Mountain Vista Lease commenced October 1, 2014 and expires September 30, 2015. The monthly rent is $3,500 per month, plus 2% of the monthly gross lodging sales. As additional consideration, we agreed to issue the owners of the Mountain Vista 10,000 shares of our Common Stock. Pursuant to the terms of the Mountain Vista Lease, we were granted the exclusive option to purchase the Mountain Vista at the market value of the premises determined by a commercial appraisal on the option date.

Income Taxes Returns

Federal and state income tax returns for the partial fiscal year ended April 30, 2012 and the fiscal years ended April 30, 2013 and 2014 have not been filed. No taxable income was reported during those periods; therefore, no taxes will be due. Penalties and interest related to non-filing of the returns may be due, however management has determined that charges, if any, will be nominal and no accrual for this expense has been recorded in the accompanying consolidated financial statements.

NOTE 11 – SUBSEQUENT EVENTS

Corporate Actions

Amendment to Articles of Incorporation

On May 11, 2015, the Board of Directors and shareholders owning a majority of the shares outstanding of the Company approved an increase in its authorized shares of common stock. The Company filed a Certificate of Amendment to Certificate of Incorporation with the Nevada Secretary of State to increase its authorized shares of common stock from 200,000,000 to 1,000,000,000 shares, $0.001 par value per share.

On June 19, 2015, the Board of Directors designated 100,000 shares of its blank check preferred stock as Series A Preferred Stock, par value $0.001 per share. Each share of Series A Preferred Stock shall entitle the holder thereof to 10,000 votes on all matters submitted to a vote of the stockholders of the Company.

On June 25, 2015, the Board of Directors and a majority of the shareholders approved an increase in its authorized shares and filed a Certificate of Amendment to Certificate of Incorporation with the Nevada Secretary of State to increase its authorized capital to 2,002,000,000 shares including 2,000,000,000 shares of common stock, $0.001 par value per share, and 2,000,000 of preferred stock, $0.001 par value per share.

Issuance of Series A Preferred Stock

On June 23, 2015, the Board of Directors approved the issuance of 100,000 shares of Series A Preferred Stock to Joel Schneider, the Company’s Chief Executive Office and President, for certain financial accommodations made to the Company including personal guarantees on loans and property leases.

F-18

Formation of Subsidiaries

We formed two subsidiaries, MJ Ranch, LLC and SA Hotel, LLC, on June 8 and June 23 2015, respectively. MJ Ranch, LLC will be used to search for a new property that is suitable to host Cannacamp. SA Hotel, LLC will be used to develop and maintain operations for our new property in Colorado Springs, CO.

Property Transactions

Hotel San Ayre

Adagio

On February 27, 2015, we exercised our option to purchase the Adagio and executed a Contract to Buy and Sell Real Estate (the “Sales Contract”) with A Capital Inn, Inc. (the “Seller”). The purchase price for the Adagio was $1,500,000 with the Seller agreeing to finance $1,000,000. Upon execution of the Sales Contract, the Company made a non-refundable deposit of $50,000 and on May 15, 2015 we made an additional $25,000 non-refundable deposit; however, we were unable to secure proper financing to close the purchase. Subsequently, we entered into a six-month lease agreement for the monthly rate of $10,000 plus a royalty of 2 ½% of gross lodging revenue which ends on December 31, 2015. We are currently seeking a larger property to replace the Adagio. Our ideal property would be a 20 to 25 room hotel within walking distance of the Denver metropolitan area.

Canna-camp

On May 22, 2015, we entered into a joint-venture agreement with the owners of the Wilderness Trails Ranch, LLC to open an exclusive cannabis resort near Durango, Colorado. As of July 2, 2105 we withdrew our position in the joint-venture due to our partner’s lack of ability to perform. We are currently seeking a new location for Canna-camp 2016. The Company spent approximately $20,000 towards this project and is seeking to recoup $10,000 from our property partner.

Issuance of Convertible Debt

On June 1, 2015, we entered into an agreement with an investor to retire certain outstanding debt in exchange for another convertible promissory note in the principal amount of $53,274 bearing interest at 12% annually. The principal and all accrued but unpaid interest is due on May 26, 2016. In addition, we issued and sold a convertible promissory note bearing interest at 12% annually, compounded monthly, in the principal amount of $48,000. The principal and all accrued but unpaid interest is due on May 22, 2016. We agreed to pay the investor’s expenses associated with the transaction in the amount of 5,000. The note is convertible at a price of the lesser of (i) $0.02 per share or (ii) 40% of the lowest Trading Price in the 10 trading days prior to conversion. The holder’s ability to convert the note, however, is limited in that it will not be permitted to convert any portion of the note if the number of shares of our common stock beneficially owned by the holder and its affiliates, together with the number of shares of our common stock issuable upon any full or partial conversion,

F-19

would exceed 4.99% of our outstanding shares of common stock. The holder has the right to waive this term upon 61 days’ notice to us.

On June 11, 2015, we issued an 8% Convertible Promissory Note in the aggregate amount of $60,000. This note matures on June 11, 2016 and is convertible at 57% of the lowest trading price for the 20 days prior to the conversion date. We received $57,000 in net proceeds from this transaction which we used for general working capital.

On June 12, 2015, a third party purchased two Convertible Promissory Notes issued on June 16, 2014 and July 1, 2014. We issued a Convertible Promissory Note in the aggregate amount of $52,087 and an 8% Convertible Promissory Note in the aggregate amount of $30,000. The notes mature June 12, 2016 and is convertible at 59% of the lowest trading price for the 20 days prior to the conversion date. We received $28,500 in net proceeds from this transaction which we used for general working capital.

On June 23, 2015, we issued a 10% Convertible Promissory Note in the aggregate amount of $69,000. The note matures June 23, 2016 and is convertible at 50% to the lowest sale price of common stock in (i) 25 trading days immediately prior to the Original Issue Date or (ii) the 25 trading days prior to the conversion date. We received $60,000 in net proceeds from this transaction which we used for general working capital.

On June 30, 2015, we issued an 8% Convertible Promissory Note in the aggregate amount of $50,750. The note matures March 30, 2016 and is convertible at 55% of the average of the two lowest prices in the prior 5 trading days prior to the conversion date. We received $45,000 in net proceeds from this transaction which we used for general working capital.

Amendment of Convertible Debt Instrument

On July 10, 2015, we agreed to amend a secured convertible promissory note originally entered into on October 22, 2014 in the principal amount of $225,000, of which we only received $50,000. The amendment provides that we may not prepay the note without the written consent of the noteholder. The amendment deleted all prior conversion terms and now allows the investor to convert the remainder of the debt at a conversion price equal to 50% of the lowest closing bid price of our common stock in the twenty (20) trading days immediately preceding conversion. The change in conversion terms was beneficial to us in that it reduced the effective conversion discount of the note from 65% to 50% and eliminated all true-up conditions. In addition, all warrants issued in the original transaction with the investor were canceled. The outstanding principal balance due under this note as of July 10, 2015 is $35,437.

Unregistered Sales of Equity Securities

Subsequent to April 30, 2015, we converted debt in the aggregate amount of $661,322 into 869,238,855 shares of our Common Stock.

F-20

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

~~Not~~Effective ~~Applicable~~January 14, 2015, the Board of Directors of the Company approved a change in independent registered public accountants from Harris & Gillespie, CPAs, PLLC, f/k/a Thomas J. Harris, CPA (“Harris & Gillespie”) to Turner, Stone and Company LLP (“Turner Stone”). Accordingly we terminated our relationship with Harris & Gillespie and engaged Turner Stone to serve as our independent registered public accountants.

At the time of this filing, Harris & Gillespie is dissolved; therefore, we were unable to obtain their consent and updated opinion required to be filed as exhibits to this Report pertaining to the audit conducted by Harris & Gillespie for the year ended April 30, 2014.

ITEM 9A.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As of April 30, ~~2014~~2015, management carried out an evaluation, under the supervision and with the participation of our chief executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures. Based upon the evaluation, our chief executive officer and principal financial officer concluded that, as of April 30, ~~2014~~2015, our disclosure controls and procedures were effective at the reasonable assurance level.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurances of achieving their control objectives.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, is a process designed by, or under the supervision of, the chief executive officer and chief financial officer, or persons performing similar functions, and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Our management, under the supervision and with the participation of our chief executive officer and principal financial officer, ~~conducted~~ conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth in 1992 by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework. Based on this evaluation our management concluded that our internal control over financial reporting was not effective as of April 30, ~~2014~~2015.

Changes in Internal Control Over Financial Reporting

There were no material changes in our internal control over financial reporting that occurred during the ~~fourth~~three ~~quarter~~month ofperiod ~~2014~~ended ~~that~~April 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION.

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

Directors, Executive Officers, Promoter and Control Persons

The following table sets forth information on our executive officers and directors as of the filing of this Report. All executive officers serve at the discretion of the Board of Directors. The term of office of each of our directors expire at our next Annual Meeting of Shareholders or until their successors are duly elected and qualified. We do not have any promoters or control persons.

Name	Age	Position	Date Elected Director	Date Appointed Officer
Joel C. Schneider	5556	Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer, Sole Director	February 22, 2014	February 22, 2014
Charles G. Berkowitz	34	Chief Operating Officer	N/A	June 27, 2014

Business Experience of Directors and Executive Officers

Joel Schneider – President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and sole Director

On February 22, 2014, Mr. Schneider became our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and sole Director. Mr. Schneider was admitted to the New York State Bar in 1984. He earned a Bachelor of Arts Degree in Political Science in 1981 at State University of New York at Buffalo. He received a Juris Doctor degree from California Western School of Law in San Diego, California in 1984. Mr. Schneider has been in the private practice of law from 1984 to 1989 and from 1995 to the present. From 1990 to 1995, Mr. Schneider was the Chairman of the Board and Chief Executive Officer of E.S.C. Industries, Inc. and Economy Fasteners, both companies which specialized in the distribution of fastening and anchoring devices. From 1990 to 1991, Mr. Schneider was Chairman of the Board of Protective Apparel Corporation of America, a manufacturer of bullet resistant vests. During his years of practicing law, Mr. Schneider has represented many public companies as corporate and securities counsel.

Charles G. Berkowitz – Chief Operating Officer

On June 27, 2014, Mr. Berkowitz became our Chief Operating Officer. Mr. Berkowitz is the owner of NYC 420 Investors, an organization for those interested in investing in the medical marijuana sector, in addition to other companies that conduct seminars and events relative to raising capital for the cannabis industry. Previously, Mr. Berkowitz owned and operated First Response DataCom and First Response Security, companies specializing in data storage and low voltage security.

Involvement in Certain Legal Proceedings

Currently, and for the past ten years, ~~neither~~ our ~~officers~~sole ~~had~~officer has not been involved in any legal proceeding concerning (i) any bankruptcy petition filed by or against any business of which he was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) being subject to any order, judgment or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction permanently or temporarily enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity; or (iv) being found by a court, the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law (and the judgment has not been reversed, suspended or vacated).

other minor offenses); (iii) being subject to any order, judgment or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction permanently or temporarily enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity; or (iv) being found by a court, the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law (and the judgment has not been reversed, suspended or vacated).

Family Relationships

There are no family relationships between our officers and directors.

Other Directorships

Other than as indicated within this section at Business Experience, our sole director does not hold or has not been nominated to hold a directorship in any company with a class of securities registered pursuant to Section 12 of the Exchange Act (the “Act”) or subject to the requirements of Section 15(d) of the Securities Act of 1933, or any company registered as an investment company under the Investment Company Act of 1940.

Committees of the Board

We have not yet appointed an Audit Committee or Nominating Committee. Until such time as appointments are made, our ~~Board~~sole ~~of Directors~~director will serve in those capacities.

Codes of Conduct

On March 31, 2014, our Board of Directors approved (i) a Code of Business Conduct and Ethics for each director and executive officer, (ii) a Code of Ethics for Financial Executives for all officers with financial oversight responsibilities, and (iii) an Insider Trading Policy for each director and executive officer. A form of the Code of Business Conduct and Ethics, Code of Ethics for Financial Executives, and Insider Trading Policy is attached hereto as an exhibit and is included herein by reference. We will provide a copy of these policies free of charge upon written request.

The Code of Business Conduct and Ethics is applicable to all of our directors and executive officers. This code is intended to focus the members of our Board of Directors and each executive officer on areas of ethical risk, provide guidance to directors and executive officers to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help foster a culture of honesty and accountability. All members of our Board of Directors and all executive officers are required to sign this code on an annual basis.

The Code of Ethics is applicable to all financial executives and any other senior officer with financial oversight responsibilities. This code governs the professional and ethical conduct of our financial executives, and directs that they: (i) act with honesty and integrity; (ii) provide information that is accurate, complete, objective, relevant, and timely; (iii) comply with federal, state, and local rules and regulations; (iv) act in good faith with due care, competence and diligence; and (v) respect the confidentiality of information acquired in the course of their work and not use the information acquired for personal gain. All of our financial executives are required to sign this code on an annual basis.

The Insider Trading Policy is applicable to all directors and officers. Insider trading generally refers to the buying or selling of a security in breach of a fiduciary duty or other relationship of trust and confidence while in possession of material, non-public information about the security. Insider trading violations may also include “tipping” such information, securities trading by the person “tipped,” and securities trading by those who misappropriate such information. The scope of insider trading violations can be wide reaching. As such, our Board of Directors has adopted an Insider Trading Policy that outlines the definitions of insider trading, the penalties and sanctions determined, and what constitutes material, non-public information. Illegal insider trading is against our policy as such trading can cause significant harm to our reputation for integrity and ethical conduct. Individuals who fail to comply with the requirements of the policy are subject to disciplinary action, at the sole discretion of the Company, including dismissal for cause. All members of our Board of Directors and all executive officers are required to ratify the terms of this policy on an annual basis.

conduct. Individuals who fail to comply with the requirements of the policy are subject to disciplinary action, at the sole discretion of the Company, including dismissal for cause. All members of our Board of Directors and all executive officers are required to ratify the terms of this policy on an annual basis.

Indemnification

Section 145 of the Nevada Corporation Law provides in relevant parts as follows:

(1) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(2) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine on application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(3) To the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in (1) or (2) of this subsection, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(4) The indemnification provided by this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

The foregoing discussion of indemnification merely summarizes certain aspects of indemnification provisions and is limited by reference to the above discussed sections of the Nevada Corporation Law.

Our Articles of Incorporation and Bylaws provide that we may indemnify to the full extent of its power to do so, all directors, officers, employees, and/or agents. Insofar as indemnification by us for liabilities arising under the Securities Act that may be permitted to our officers and directors pursuant to the foregoing provisions or otherwise, we are aware that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

2223

or otherwise, we are aware that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 11.

EXECUTIVE COMPENSATION.

Summary Compensation Table

The table below shows certain compensation information for services rendered in all capacities for the last two fiscal years ended April 30, ~~2014~~2015 and ~~2013~~2014. The information includes the dollar value of base salaries, bonus awards, the number of non-qualified stock options (“Options”) granted and certain other compensation, if any, whether paid or deferred.

Name and Principal Position	Year	Salary($)	Bonus ($)	Stock Awards ($)	Option Awards ($)(1)	Non- Equity Incentive Plan Compen- sation ($)	Nonquali- fied Deferred Compen- sation Earnings ($)	All Other Compen- sation ($)	Total ($)
Joel C. Schneider(1) (CEOCFO)	2014	$12,500	—	—	—	—	—	—	$12,500
Joel C. Schneider(1) (CEO/CFO)	2015	$108,617	—	—	—	—	—	$6,000	$114,617
	2013	0	—	—	—	—	—	—	0
	2014	$5,498	—	—	—	—	—	—	$5,498
Charles G. Berkowitz(2) (COO)	2014	0	—	—	—	—	—	—	0
Gabe Berkowitz (former officer)	2015	$4,167	—	—	—	—	—	—	$4,167
	2013	0	—	—	—	—	—	—	0
	2014	—	—	—	—	—	—	—	—
Jose Ramirez(3) (former officer and director)	2014	$12,500	—	—	—	—	—	—	$12,500
Jose Ramirez (former officer)	2015	$7,897	—	—	—	—	—	—	$7,897
	2013	0	—	—	—	—	—	—	0
	2014	$14,206	—	—	—	—	—	—	$14,206
LaRon Bradford(4) (former officer)	2014	$7,692	—	—	—	—	—	—	$7,692
LaRon Bradford (former officer)	2015	—	—	—	—	—	—	—	—
	2013	0	—	—	—	—	—	—	0
	2014	$7,445	—	—	—	—	—	—	$7,445
Lisbeth Guerrero(5) (former officer)	2014	0	—	—	—	—	—	—	0
	2013	0	—	—	—	—	—	—	0

(1) For ~~2014~~2015: All Other Compensation includes $~~500~~6,000 for car allowance and $0 for health insurance premiums paid on Mr. Schneider’s behalf.

(2) For 2014: All Other Compensation includes $0 for car allowance and $0 for health insurance premiums paid on Mr. Berkowitz’s behalf.

(3) For 2014: All Other Compensation includes $500 for car allowance and $0 for health insurance premiums paid on Mr. Ramirez’s behalf.

(4) For 2014: All Other Compensation includes $0 for car allowance and $0 for health insurance premiums paid on Mr. Bradford’s behalf.

(5) For 2014: All Other Compensation includes $0 for car allowance and $0 for health insurance premiums paid on Ms. Guerrero’s behalf. Ms. Guerrero resigned on February 22, 2014. For 2013: All Other Compensation includes $0for car allowance and $0 for health insurance premiums paid on Ms. Guerrero’s behalf.

Outstanding Equity Awards at Fiscal Year End

The Company had no outstanding equity awards to officers as of the fiscal ~~year~~years ended April 30, 2015 and 2014. No executive officers have exercised any of their equity awards.

Employment Agreements with Executive Officers

On March 24, 2014, in conjunction with the Mary Jane Group Acquisition, our CGC subsidiary entered into an Employment ~~Agreements~~Agreement with ~~Executive’s~~ Joel Schneider (as President and Chief Executive Officer), ~~Jose Ramirez (Vice President and Chief Operating Officer) and LaRon Bradford (Vice President and Director of Sales and Marketing), each~~ for a term of three years. The Employment ~~Agreements~~ Agreement can be extended for additional one-year terms on the anniversary date thereof. ~~Salaries~~Salary under the Employment ~~Agreements~~Agreement ~~are~~is $100,000 through December 31, 2014, $125,000 for calendar year 2015, and $150,000 for the remaining term of the Employment ~~Agreements~~Agreement. ~~The~~ ~~Executives~~Mr. Schneider’s base annual salary may be increased from time to time as determined by the Board of Directors, and, if so increased, such base annual salary shall not thereafter, during ~~the~~Mr. ~~Executives~~Schneider’s employment under the Agreement, be decreased. The Employment ~~Agreements~~ Agreement also provides ~~provide~~ that ~~the~~Mr. ~~Executives~~Schneider ~~are~~ paid a car allowance of $500 per month and Mr. Schneider is also paid living expenses of $1,500 per month from the date of the ~~agreement~~Employment Agreement through December 2014. The Employment Agreements contain non-compete clauses ~~that~~ that expire two years after the termination date and non-solicitation clauses that expire one year after the termination date of the Employment ~~Agreements~~Agreement. The Company may, in its discretion and at its option, terminate ~~the~~Mr. ~~Executives~~Schneider’s employment with or without ~~Cause~~ cause, and without prejudice to any other right or remedy to which the Company or ~~the~~Mr. ~~Executives~~Schneider may be entitled at law or in equity or under the Employment ~~Agreements~~Agreement.

On ~~April~~March 2124, 2014, we ~~terminated~~entered ~~the~~into ~~employment~~an ofEmployment ~~Mr.~~Agreement with LaRon Bradford, (Vice President and Director of Sales and Marketing, ) for ~~cause.~~a ~~Pursuant to~~term ~~the~~of ~~terms~~three ofyears. ~~his~~Salary ~~employment~~under ~~agreement,~~the ~~upon~~Employment ~~termination~~Agreement ~~for~~was ~~cause~~$100,000 hethrough ~~was~~December ~~not~~31, ~~eligible~~2014. ~~for~~On ~~any~~April ~~compensation~~21, ~~other~~2014, ~~than his~~we ~~base~~terminated ~~salary accrued through~~ the ~~date~~employment of ~~termination~~Mr. Bradford for

On June 8, 2014, Mr. Ramirez resigned as Vice President and Chief Operating Officer. Pursuant to the terms of his employment agreement, he was not eligible for any compensation other than his base salary accrued through the date of resignation.

On June 27, 2014, we entered into an Executive Employment Agreement (the “Agreement”) with Charles G. Berkowitz wherein Mr. Berkowitz was hired to serve as our Chief Operating Officer for an initial term of three years. The Agreement will be automatically extended on its anniversary date for subsequent one-year terms unless either party gives notice that they intend not to renew at least three months in advance of the automatic renewal date. Mr. Berkowitz will receive a base annual salary of $100,000 through December 31, 2014, $125,000 for calendar year 2015 and $150,000 for the remaining initial term. Mr. Berkowitz will receive a monthly car allowance of not less than $500. Upon execution of the Agreement, Mr. Berkowitz was issued 250,000 shares of the Company’s Common Stock and will receive an additional 250,000 shares per month for the subsequent nine months for an aggregate issuance of 2,500,000 shares. Mr. Berkowitz agreed not to compete for a period of two years following the end of his employment.

Director Compensation

We do not pay cash fees to directors who attend regularly scheduled and special board meetings. We paid no compensation to our directors for services rendered for the year ended April 30, 2014.

cause. Pursuant to the terms of the Employment Agreement, upon termination for cause, he was not eligible for any compensation other than his base salary accrued through the date of termination.

On March 24, 2014, we entered into an Employment Agreement with Jose Ramirez (Vice President and Chief Operating Officer) for a term of three years. Salary under the Employment Agreement was $100,000 through December 31, 2014. On June 8, 2014, Mr. Ramirez resigned as Vice President and Chief Operating Officer. Pursuant to the terms of the Employment Agreement, he was not eligible for any compensation other than his base salary accrued through the date of resignation.

On June 27, 2014, we entered into an Executive Employment Agreement with Charles Berkowitz wherein Mr. Berkowitz was hired to serve as our Vice President and Chief Operating Officer for an initial term of three years. Salary under the Executive Employment Agreement was $100,000 through December 31, 2014. Upon execution of the Executive Employment Agreement, Mr. Berkowitz was issued 250,000 shares of the Company’s Common Stock. On August 29, 2014, Mr. Berkowitz was terminated as Vice President and Chief Operating Officer. Pursuant to the terms of the Executive Employment Agreement, he was not eligible for any compensation other than his base salary accrued through the date of resignation.

Director Compensation

We do not pay cash fees to directors who attend regularly scheduled and special board meetings. We paid no compensation to our directors for services rendered for the year ended April 30, 2015.

ITEM 12.

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

Beneficial Security Ownership Table

As of the date of this filing, the following table sets forth certain information with respect to the beneficial ownership of our Common Stock and Preferred Stock by (i) each shareholder known by us to be the beneficial owner of more than five percent (5%) of our Common Stock and Preferred Stock, (ii) by each of our current directors and executive officers as identified herein, and (iii) all of our directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of Common Stock and Preferred Stock, except as otherwise indicated. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of Common Stock and Preferred Stock, non-qualified stock options (“Options”), common stock purchase warrants (“Warrants”), and convertible securities that are currently exercisable or convertible into shares of our Common Stock within sixty (60) days of the date of this document, are deemed to be outstanding and to be beneficially owned by the person holding the Options, Warrants, or convertible securities for the purpose of computing the percentage ownership of the person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise noted, the address for all officers and directors listed below is ~~625~~910 E.Sixteenth ~~70th~~ Street, ~~Unit~~Suite 5412, Denver, CO ~~80229~~80202.

Title of Class	Name and Address of Officer and Directors	~~Name~~Amount and ~~Address~~Nature of ~~Officer~~Beneficial ~~and Directors~~Ownership(1)	Percent of Class	~~Amount and Nature of Beneficial Ownership(1)~~			~~Percent of Class~~
Common Stock	Joel C. Schneider (Chief Executive Officer, President, Secretary, Treasurer, Director)	~~Joel C. Schneider (Chief Executive Officer~~12, ~~Chief Financial Officer~~502, ~~President, Secretary, Treasurer, Director)~~000	1.38%		~~12,502,000~~			~~67.38~~	%
Common Stock	All Officers & Directors as a Group (1 persons)	~~Charles G. Berkowitz (Chief Operating Officer)~~12,502,000	1.38%		~~250,000~~	~~(2)~~		~~1.35~~	%
Common Stock		All directors and executive officers as a group (2 people):			12,752,000			68.73	%
Preferred Stock	Joel C. Schneider (Chief Executive Officer, President, Secretary, Treasurer, Director)	100,000	100.0%
Preferred Stock	All Officers & Directors as a Group (1 persons)	100,000	100.0%

(1) Unless otherwise noted, we believe that all shares are beneficially owned and that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock and Preferred Stock owned by them. Applicable percentage of ownership is based on 18903,~~552~~876,~~500~~699 and 100,000 shares of Common Stock ~~currently~~and ~~outstanding~~Preferred Stock, asrespectively, ~~adjusted~~currently ~~for each shareholder~~outstanding.

(2) Pursuant to Mr. Berkowitz’ employment agreement, 250,000 shares of Common Stock vest every thirty days up to a total of 2,500,000.

Under Rule 144 promulgated under the Securities Act, our officers, directors and beneficial shareholders may sell up to one percent (1%) of the total outstanding shares (or an amount of shares equal to the average weekly reported volume of trading during the four calendar weeks preceding the sale) every three months provided that (1) current public information is available about our Company, (2) the shares have been fully paid for at least one year, (3) the shares are sold in a broker’s transaction or through a market-maker, and (4) the seller files a Form 144 with the SEC.

Section 16(a) Beneficial Ownership Reporting Compliance

During the year ended April 30, 2014, we acknowledge that none of our officers and directors failed to file on a timely basis certain ownership forms required by Section 16(a) of the Exchange Act

Under Rule 144 promulgated under the Securities Act, our officers, directors and beneficial shareholders may sell up to one percent (1%) of the total outstanding shares (or an amount of shares equal to the average weekly reported volume of trading during the four calendar weeks preceding the sale) every three months provided that (i) current public information is available about our Company, (ii) the shares have been fully paid for at least one year, (iii) the shares are sold in a broker’s transaction or through a market-maker, and (iv) the seller files a Form 144 with the SEC.

Section 16(a) Beneficial Ownership Reporting Compliance

During the year ended April 30, 2015, we acknowledge that none of our officers and directors failed to file on a timely basis certain ownership forms required by Section 16(a) of the Exchange Act.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

None of our directors, officers or principal shareholders, nor any associate or affiliate of the foregoing, has any interest, direct or indirect, in any transaction or in any proposed transaction, which materially affected us during the year ended April 30, ~~2014~~2015.

Director Independence

Although our Board of Directors believes that our directors will exercise their judgment independently, no director is totally free of relationships that, in the opinion of the Board of Directors, might interfere with their exercise of independent judgment as a director.

Promoters and Certain Control Persons

None.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees. The aggregate amount expected to be billed for professional services rendered by Harris & Gillespie CPAs PLLC. for the 2014 quarterly reviews and the annual integrated audit for the year ended April 30, 2014 is estimated to be $33,000. We were billed $7,500 for professional services rendered for the annual audit fee for the year ended April 30, 2013 and for quarterly review of our financial statements for 2012, and other services that are normally provided by an accountant in connection with statutory and regulatory filings or engagements for the fiscal year.

~~Tax~~Turner ~~Fees.~~ Stone—The aggregate amount expected to be billed for ~~tax~~professional ~~return~~services ~~preparation~~rendered ~~for~~by ~~the~~Turner ~~year~~Stone ~~ended~~for ~~April~~the ~~30,~~quarterly review ~~2014~~for ~~rendered by~~the ~~Tannenbaum~~three &month ~~Associates~~period isended ~~approximately~~January $331,~~000. We~~ ~~were~~2015 ~~billed~~and $0the ~~for~~annual ~~tax~~integrated ~~return~~audit ~~preparation~~ for the year ended April 30, ~~2013~~2015 is estimated to be $29,000.

~~All~~Harris ~~Other~~& ~~Fees~~Gillespie—The aggregate amount be billed for professional services rendered by Harris & Gillespie for the year ended April 30, 2015 for quarterly reviews and the annual integrated audit totaled $9,000. We ~~incurred~~The noaggregate ~~other~~amount ~~fees~~billed for professional services rendered by Harris & Gillespie for the year ended April 30, 2014 for quarterly reviews and ~~2013~~the ~~fiscal~~annual integrated ~~years~~audit totaled $15,000.

Tax Fees. We incurred no other fees for the 2015 and 2014 fiscal years.

All Other Fees. We incurred no other fees for the 2015 and 2014 fiscal years.

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Exhibit No.	Date of Document	Name of Document
2.1	February 2427, 2014	Securities Exchange Agreement by and among Pladeo Corp., Capital Growth Corporation and the Shareholders of Capital Growth Corporation(2)
2.2	March 14, 2014	Securities Exchange Agreement by and between Pladeo Corp. and the Principal Shareholders of Mary Jane Entertainment, LLC, Mile High Times, LLC, Dab City Radio and Mary Jane Tours, LLC(3)
3.1	February 16, 2012	Articles of Incorporation(1)
3.2	~~n/a~~March 24, 2014	~~Bylaws~~Certificate of Amendment to Articles of Incorporation (1to change name to The MaryJane Group, Inc.)*
3.3	~~March~~April 248, ~~2014~~2015	Certificate of Amendment to Articles of Incorporation (toincrease ~~change name~~ to ~~The~~202,000,000 ~~MaryJane~~authorized ~~Group,~~capital Inc.*shares) (8)
10.3	March 14, 2014	Employment Agreement between Capital Growth Corporation and Joel C. Schneider(3)
3.4	May 11, 2015	Certificate of Amendment to Articles of Incorporation (increase to 1,002,000,000 authorized capital shares)(9)
10.4	March 14, 2014	Employment Agreement between Capital Growth Corporation and Jose Ramirez(3)
3.5	June 22, 2015	Certificate of Designation (to establish Series A Preferred Stock) (10)
10.5	March 14, 2014	Employment Agreement between Capital Growth Corporation and LaRon Bradford(3)
3.6	June 25, 2015	Certificate of Amendment to Articles of Incorporation (increase to 2,002,000,000 authorized capital shares) (10)
10.6		Lease between MaryJane Entertainment LLC and Washington Commerce Center, LLC dated August 8, 2013(3)
3.7	n/a	Bylaws(1)
10.7	March 20, 2014	Securities Purchase Agreement, form of(3)
10.0	March 14, 2014	Employment Agreement between Capital Growth Corporation and Joel Schneider(3)
10.8	March 20, 2014	Convertible Debenture, form of(3)
10.1	March 14, 2014	Employment Agreement between Capital Growth Corporation and Jose Ramirez(3)
10.9	n/a	Insider Trading Policy(3)
10.2	March 14, 2014	Employment Agreement between Capital Growth Corporation and LaRon Bradford(3)
10.10	June 8, 2014	Resignation of Jose Ramirez(4)
10.3	August 8, 2013	Lease between MaryJane Entertainment LLC and Washington Commerce Center, LLC(3)
10.11	June 27, 2014	Executive Employment Agreement with Charles G. Berkowitz(5)
10.4	March 20, 2014	Securities Purchase Agreement, form of(3)
10.12	July 21, 2014	University Office Building Lease*
10.5	March 20, 2014	Convertible Debenture, form of(3)
10.6	n/a	Insider Trading Policy(3)
10.7	June 8, 2014	Resignation of Jose Ramirez(4)
10.8	June 27, 2014	Executive Employment Agreement with Charles G. Berkowitz(5)
10.9	July 21, 2014	University Office Building Lease*
10.10	September 4, 2014	Lease between the Company and Mountain Vista Bed and Breakfast(6)
10.11	February 5, 2015	Consulting Agreement between the Company and dLOMa Performance Hospitality, LLC and Dustin Lombard*
10.12	February 25, 2015	Contract to Buy and Sell Real Estate between the Company and A Capital Inn, Inc.(7)
10.13	May 22, 2015	Venture Agreement between Wilderness Ranch Trails, LLC and the Company*
10.14	May 25, 2015	Consulting Agreement between Cultivating Spirits, LLC and Philip Wolf and the Company*
10.15	June 23, 2015	Lease between the Company and Hotel San Ayre, LLC(11)
14.00	n/a	2014 Code of Business Conduct and Ethics, form of(3)
14.01	n/a	2014 Code of Business Ethics for Financial Executives, form of(3)
14.01	n/a	2011 Code of Business Ethics for Financial Executives, form of(3)
21.00	July 27, 2015	Subsidiaries of the Registrant*
21.00	August [ ], 2014	Subsidiaries of the Registrant*
31.1	July 27, 2015	Certification of Chief Executive Officer and Chief Financial Officer of Periodic Report pursuant to Rule 13a-14a and Rule 14d-14(a).*
31.1	August [ ], 2014	Certification of Chief Executive Officer and Chief Financial Officer of Periodic Report pursuant to Rule 13a-14a and Rule 14d-14(a).*
32.1	July 27, 2015	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.*
32.1	August [ ], 2014	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.*
101.INS	n/a	XBRL Instance Document*
101.INS	n/a	XBRL Instance Document†
101.SCH	n/a	XBRL Taxonomy Extension Schema Document*
101.SCH	n/a	XBRL Taxonomy Extension Schema Document†
101.CAL	n/a	XBRL Taxonomy Extension Calculation Linkbase Document*
101.CAL	n/a	XBRL Taxonomy Extension Calculation Linkbase Document†
101.DEF	n/a	XBRL Taxonomy Extension Definition Linkbase Document*
101.DEF	n/a	XBRL Taxonomy Extension Definition Linkbase Document†
101.LAB	n/a	XBRL Taxonomy Extension Label Linkbase Document*
101.LAB	n/a	XBRL Taxonomy Extension Label Linkbase Document†
101.PRE	n/a	XBRL Taxonomy Extension Presentation Linkbase Document*
101.PRE	n/a	XBRL Taxonomy Extension Presentation Linkbase Document†

⁽¹⁾

Filed as an exhibit to the Company’s Registration Statement on Form S-2 filed with the Commission on July 17, 2012, which exhibit is incorporated herein by reference.

~~(2) Filed as an exhibit to the Company’s Current Report on Form 8-K, as amended, filed with the Commission on March 17, 2014, as amended, which exhibit is incorporated herein by reference.~~27

(32) Filed as an exhibit to the Company’s Current Report on Form 8-K, as amended, filed with the Commission on ~~April~~March 318, 2014, which exhibit is incorporated herein by reference.

⁽³⁾

Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on April 4, 2014, which exhibit is incorporated herein by reference.

⁽⁴⁾

Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on June 12, 2014, which exhibit is incorporated herein by reference.

⁽⁵⁾

Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on July 3, 2014, which exhibit is incorporated herein by reference.

⁽⁶⁾

Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on September 10, 2014, which exhibit is incorporated herein by reference.

⁽⁷⁾

Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on March 3, 2014, which exhibit is incorporated herein by reference.

⁽⁸⁾

Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on April 13, 2015, which exhibit is incorporated herein by reference.

⁽⁹⁾

Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on May 11, 2015, which exhibit is incorporated herein by reference.

⁽¹⁰⁾

Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on June 26, 2015, which exhibit is incorporated herein by reference.

⁽¹¹⁾

Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on June 29, 2015, which exhibit is incorporated herein by reference.

Filed herewith.

† Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.28

SIGNATURES

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

DATE: August __, 2014
DATE: July 27, 2015
	THE MARYJANE GROUP, INC.
	By:	/s/ Joel C. Schneider
		Joel C. Schneider
		Chief Executive Officer/Chief Financial Officer
		Principal Executive Officer
		Chief Accounting Officer

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Filing Compare · MaryJane Group, Inc.