UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2015

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

	For the quarterly period ended July 31, 2015

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

	For the transition period from________ to ___________

¨ TRANSITION REPORT PURSUANT TO 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.)

(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 16th Street, Suite 412, Denver, CO 80202		(303) 835-8603
(Address of principal executive offices)		(Registrant’s Telephone Number)

N/A ~~(Former name, former address and former fiscal year, if changed since last report)~~

(Former name, former address and former fiscal year, if changed since last report)

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 þ No ¨

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

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 þ

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

~~Yes~~The ¨number Noof þshares outstanding of each of the issuer’s classes of Common Stock as of September 11, 2015 was 996,362,512.

The number of shares outstanding of each of the issuer’s classes of Common Stock as of March 12, 2015 was 21,322,000.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains both historical and forward-looking statements. The forward-looking statements in this quarterly report are not based on historical facts, but rather reflect the current expectations of our management concerning future results and events. These forward-looking statements include, but are not limited to, statements concerning our plans to continue the marketing, commercialization and sale of our services and planned future products and product candidates; address certain markets; and evaluate additional product candidates for subsequent sales. In some cases, these statements may be identified by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” or the negative of such terms and other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, we cannot guarantee future results, the outcome of an ongoing contractual dispute in connection with our accounts receivable factoring arrangement, levels of business activity, performance, or achievements. These statements involve known and unknown risks and uncertainties that may cause our or our industry’s results, levels of activity, performance or achievements to be materially different from those expressed or implied by forward-looking statements.

Management’s Discussion and Analysis (“MD&A”) should be read together with our financial statements and related notes included elsewhere in this quarterly report. This quarterly report, including the MD&A, contains trend analysis and other forward-looking statements. Any statements in this quarterly report that are not statements of historical facts are forward-looking statements. These forward-looking statements made herein are based on our current expectations, involve a number of risks and uncertainties and should not be considered as guarantees of future performance.

Other factors that could cause actual results to differ materially include without limitation:

	●	our ability to continue to finance our business;

	●	an inability to arrange debt or equity financing;

	●	adverse changes in laws or rules or regulations of governmental agencies;

	●	interruptions or cancellation of existing contracts;

	●	impact of competitive services and pricing;

	●	the ability of management to execute plans and motivate personnel in the execution of those plans;

	●	the presence of competitors with greater financial resources;

	●	our ability to maintain our current pricing model and/or decrease our cost of sales;

	●	the adoption of new, or changes in, accounting principles;

●

the costs inherent with complying with new statutes and regulations applicable to public reporting companies, such as the Sarbanes-Oxley Act of 2002

These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in the forward-looking statements in this quarterly report. Other unknown or unpredictable factors also could have material adverse effects on our future results. The forward-looking statements in this quarterly report are made only as of the date of this quarterly report, and we do not have any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances.

~~THE~~INDEX TO ~~MARYJANE~~FINANCIAL ~~GROUP, INC. AND SUBSIDIARIES INDEX~~STATEMENTS

		Page
PART I - FINANCIAL INFORMATION
Consolidated Balance Sheets as of July 31, 2015 and April 30, 2015		F-1
Item. 1	Financial Statements
Consolidated Statements of Operations for the three months ended July 31, 2015 and 2014		F-2
	Condensed Consolidated Balance Sheets as of January 31, 2015 (Unaudited) and April 30, 2014	4
Consolidated Statements of Cash Flows for the three months ended July 31, 2015 and 2014		F-3
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended January 31, 2015 and 2014 (Unaudited)	5
Condensed Notes to Consolidated Financial Statements		F-4
	Condensed Consolidated Statements of Cash Flows for the Three and Nine Months Ended January 31, 2015 and 2014 (Unaudited)	6
	Notes to the Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	21
Item 4.	Controls and Procedures	21
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	24

3THE MARYJANE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

THE MARYJANE GROUP, INC. AND SUBSIDIARIES f/k/a PLADEO CORP. CONDENSED CONSOLIDATED BALANCE SHEETS

	July 31,			April 30,
	2015			2015

ASSETS
Current Assets:
Cash	$	24,245		$	44,990
Inventory		2,160			—
Prepaid expenses		11,014			39,808
Employee advances		55			55
Total current assets		37,474			84,853

Fixed assets, net		32,644			18,313
Security deposits		24,500			14,500
Non-refundable purchase deposit		30,000			—
Total assets	$	124,618		$	117,666

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Convertible notes payable, net of debt discount of $239,788 and $417,752, respectively	$	100,589		$	327,549
Accounts payable		31,447			23,056
Promissory note		22,565			17,160
Other current liabilities		328,156			287,879
Total current liabilities		482,757			655,644

Long-term Liabilities:
Convertible notes payable, net of debt discount of $18,334 and $0, respectively		9,166			4,263
Accrued interest		1,205			603
Derivative liabilities		164,245			203,145
Total long-term liabilities		174,616			208,011
Total liabilities		657,374			863,655

Commitments and Contingencies Stockholders’ Deficit:
Series A Preferred stock - par value $0.001; 2,000,000 shares authorized; 100,000 shares issued and outstanding		—			—
Common stock - par value $0.001; 2,000,000,000 shares authorized; 924,862,512 and 30,637,844 issued and outstanding, respectively		924,838			30,638
Additional paid in capital		2,405,805			2,211,957
Prepaid services		(24,602	)		(54,536	)
Accumulated deficit		(3,838,797	)		(2,934,048	)
Total stockholders’ deficit		(532,756	)		(745,989	)
Total liabilities and stockholders’ deficit	$	124,618		$	117,666

	January 31
	2015			April 30,
	(unaudited)			2014
ASSETS
Current Assets:
Cash	$	325		$	3,431
Prepaid expenses		67,985			10,149
Employee advances		55			3,300
Total current assets		68,365			16,880
Fixed assets, net		19,079			51,436
Security deposits		24,500			10,000
Total assets	$	111,944		$	78,316
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Convertible notes payable, net of debt discount of $188,842 and $0, respectively	$	270,658		$	75,000
Accounts payable		22,996			12,358
Other current liabilities		205,850			50,223
Bank overdraft		—			13,757
Total current liabilities		499,504			151,338
Long-term Liabilities:
Convertible notes payable, net of debt discount of $90,693 and $0, respectively		30,907			—
Convertible debentures		90,000			90,000
Accrued interest		7,877			506
Derivative liabilities		153,458			—
Total long-term liabilities		282,242			90,506
Total liabilities		781,746			241,844
Commitments and Contingencies
Stockholders’ Deficit:
Common stock - par value $0.001; 75,000,000 shares authorized; 21,072,000 and 17,860,000 shares issued and outstanding, respectively		21,072			17,860
Additional paid in capital		1,748,722			72,076
Prepaid services		(104,057	)		—
Accumulated deficit		(2,335,539	)		(253,464	)
Total stockholders’ deficit		(669,802	)		(163,528	)
Total liabilities and stockholders’ deficit	$	111,944		$	78,316

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

~~The accompanying footnotes are an integral part of these condensed consolidated financial statements.~~F-1

4THE MARYJANE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS

THE MARYJANE GROUP, INC. AND SUBSIDIARIES f/k/a PLADEO CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended July 31,
	2015			2014

Revenues, net	$	237,021		$	112,939

Cost of revenue		172,251			87,097

Gross profit		64,770			25,842

Operating expenses:
General and administration		391,104			481,460
Sales and marketing		16,507			7,117
Depreciation and amortization		2,301			1,008
Total operating expense		409,912			489,585

Operating loss		(345,142	)		(463,743	)

Other income and (expense)
Miscellaneous income		36			2,595
Interest expense		(415,030	)		(64,395	)
Disposal of fixed assets		—			(52,142	)
Loss on settlement of debt		(145,415	)		—
Change in fair value of derivative liability		802
Total other income (expense)		(485,672	)		(113,942	)

Loss before taxes		(904,749	)		(577,685	)

Provision for income taxes		—			—

Net loss	$	(904,749	)	$	(577,685	)

Loss per share, basic	$	(0.00	)	$	(0.03	)

Weighted average number of shares outstanding		431,700,937			18,380,021

	Three Months Ended January 31,						Nine Months Ended January 31,
	2015			2014			2015			2014
Revenue	$	140,086		$	—		$	417,318		$	—
Cost of revenue		122,269			—			303,518			—
Gross profit		17,817			—			113,800			—
Operating expenses:
General and administration		92,603			2,885			1,665,457			25,111
Sales and marketing		5,789			—			15,421			—
Depreciation		1,764			—			3,779			—
Total operating expenses		100,156			2,885			1,684,657			25,111
Operating loss		(82,339	)		(2,885	)		(1,570,857	)		(25,111	)
Other income (expense)
Miscellaneous income		9,359			—			25,278			—
Interest expense		(124,691	)		—			(279,192	)		—
Loan closing costs		(184,562	)		—			(205,162	)		—
Disposal of fixed assets		—			—			(52,142	)		—
Total other income (expense)		(299,894	)		—			(511,218	)		—
Loss before provision for income taxes		(382,233	)		(2,885	)		(2,082,075	)		(25,111	)
Provision for income taxes		—			—			—			—
Net loss	$	(382,233	)	$	(2,885	)	$	(2,082,075	)	$	(25,111	)
Loss per share, basic and diluted	$	(0.02	)	$	(0.00	)	$	(0.11	)	$	(0.00	)
Weighted average number of shares outstanding		19,879,500			10,360,000			19,461,448			10,284,203

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

~~The accompanying footnotes are an integral part of these condensed consolidated financial statements.~~F-2

5THE MARYJANE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

THE MARYJANE GROUP, INC. AND SUBSIDIARIES f/k/a PLADEO CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Three Months Ended July 31,
	2015			2014

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(904,749	)	$	(577,685	)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation		2,301			1,008
Amortization of prepaid services		45,934			107,292
Amortization of debt discount		384,833			58,930
Amortization of prepaid expense		28,794			—
Write off of non-cash consulting costs		4,000			81,250
Change in fair value of derivative liability		(802	)		—
Loss on disposal of fixed assets		—			52,142
Loss on settlement of debt		145,415			—
Change in operating assets and liabilities:
Accounts receivables		—			(11,529	)
Other current assets		(2,160	)		8,536
Accounts payable		8,391			10,106
Bank overdraft		—			(13,757	)
Other current liabilities		68,953			55,659
Other long-term liabilities		1,824			1,134
Net cash flows used in operating activities		(217,266	)		(226,914	)

CASH FLOWS FROM INVESTING ACTIVITIES
Security deposit		(10,000	)		(7,500	)
Non refundable purchase deposit		(30,000	)
Purchase of fixed assets		(16,633	)		(403	)
Proceeds from acquisitions		—			—
Net cash flows used in investing activities		(56,632	)		(7,903	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible promissory notes		223,500			232,000
Proceeds from promissory note		63,000			—
Proceeds from sale of common stock		—			5,000
Payment of promissory note		(57,595	)		—
Net cash flows provided by financing activities		288,905			237,000

Increase (decrease) in cash		(20,746	)		2,183
Cash, beginning of period		44,990			3,431
Cash, end of period	$	24,245		$	5,614

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	$	15,987		$	—
Cash paid for income taxes	$	—		$	—

SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITY

Non-cash additions of convertible notes	$	24,250		$	—

	Nine Months Ended January 31,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,082,075	)	$	(25,111	)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation		3,779			—
Amortization of prepaid expenses		92,315			—
Amortization of prepaid services		749,793			—
Amortization of debt discount		252,421			—
Non-cash loan closing costs		161,446			—
Non-cash consulting and service costs		119,264			—
Disposal of fixed assets		33,277			—
Change in operating assets and liabilities:
Other current assets		13,394			—
Accounts payable		12,138			—
Bank overdraft		(13,757	)		—
Other current liabilities		155,627			1,786
Other long-term liabilities		7,371			—
Net cash flows used in operating activities		(495,007	)		(23,325	)
CASH FLOWS FROM INVESTING ACTIVITIES
Security deposit		(14,500	)		—
Purchase of fixed assets		(4,699	)		—
Net cash flows used in investing activities		(19,199	)		—
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible promissory notes		506,100			—
Proceeds from sale of common stock		5,000			12,200
Net cash flows provided by financing activities		511,100			12,200
Decrease in cash		(3,106	)		(11,125	)
Cash, beginning of period		3,431			11,346
Cash, end of period	$	325		$	221
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES:
Beneficial conversion feature for convertible notes	$	531,956		$	—
Shares issued with employment agreements	$	853,850		$	—
Shares issued for services	$	170,664		$	—
Warrants issued with debt	$	153,458		$	—

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

~~The accompanying footnotes are an integral part of these condensed consolidated financial statements.~~F-3

THE MARYJANE GROUP, INC. AND SUBSIDIARIES

~~f/k/a~~NOTES ~~PLADEO~~TO ~~CORP.~~CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – THE COMPANY

The MaryJane Group, Inc., f/k/a Pladeo Corp., a Nevada corporation (the “Company”), had six wholly-owned subsidiaries at ~~January~~July 31, 2015, as listed below:

		Date of Organization or Incorporation
Mary Jane Entertainment, LLC		May 21, 2013
Capital Growth Corporation		February 4, 2014
Bud and Breakfast, LLC		April 10, 2014
Mary Jane Hospitality, LLC		July 22, 2014
Mary Jane Events, LLC		July 22, 2014
MJ Ranch, LLC		June 8, 2015
Mary Jane Designs, LLC		August 28, 2014
SA Hotel, LLC		June 23, 2015

OnUnless ~~November~~the ~~21,~~context ~~2014~~otherwise requires, the ~~following~~Company ~~entities~~and ~~were~~the ~~dissolved;~~above ~~(i)~~listed ~~Mary~~wholly-owned ~~Jane~~subsidiaries ~~Tours,~~collectively ~~LLC;~~are ~~(ii)~~sometimes ~~Mile~~referred to ~~High~~as ~~Times~~“our Company,” ~~LLC; (iii) Dab City Radio~~“we,” ~~LLC; and (iv) Mary Jane Glassworks~~“our,” ~~LLC~~or “us.”

Unless the context otherwise requires, the Company and the above listed wholly owned subsidiaries collectively are sometimes referred to as “our Company,” “we,” “our,” or “us.”

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 operating subsidiaries, as outlined herein, were formed for the purpose of providing financing to assist Colorado marijuana growers, providing cannabis- friendly lodging and to provide value added services of information and entertainment to the consumers supporting the recreational marijuana industry.

~~Change~~Bed inand ~~Officers~~Breakfast Lease

On June 824, ~~2014~~2015, ~~Jose~~The ~~Ramirez~~MaryJane Group, ~~our~~Inc. ~~Chief~~(the ~~Operating~~“Company”) ~~Officer~~executed a Lease Option Agreement (the “Lease”) with Hotel San Ayre, ~~tendered~~LLC ~~his~~for ~~60-day~~the ~~resignation.~~purchase Weof ~~accepted~~Hotel ~~his~~San ~~resignation~~Ayre asand ~~Chief~~its four property locations in Colorado Springs, Colorado. The two-year ~~Operating~~lease ~~Officer~~option term commences on July 15, 2015 and terminates the ~~Board~~earlier of ~~Directors~~July ~~requested~~14, ~~that~~2017 or the ~~resignation~~closing ~~take~~date ~~effect~~of ~~immediately~~the ~~rather~~purchase ~~than~~thereof. The inbase 60rental ~~days~~amount ~~to allow~~for the ~~Board~~first 12 months of ~~Directors~~the toLease ~~immediately~~is ~~commence~~$12,500 aand ~~search~~is $13,500 for ~~his~~the ~~replacement.~~last Mr12 months of the Lease. ~~Ramirez~~The Company ~~remained~~is asresponsible afor ~~member~~all operation, repair, use and maintenance of the ~~Board~~ premises during the term of ~~Directors~~the ~~until~~Lease. heJoel ~~was~~Schneider, the ~~removed~~Company’s onChief ~~July~~Executive 14Officer, ~~2014~~personally guaranteed the Lease.

OnUpon ~~June~~execution ~~27,~~of ~~2014~~the Lease, wethe ~~entered~~Company ~~into~~paid ana ~~Executive~~hard ~~Employment~~deposit ~~Agreement~~of ~~(the~~$30,000 ~~“Agreement”)~~which ~~with~~may ~~Charles~~be G.applied ~~Berkowitz wherein Mr. Berkowitz was hired~~ to ~~serve~~the asfuture ~~our~~purchase; ~~Chief~~however, ~~Operating~~is ~~Officer for an initial term of three years. The Agreement could have been~~not ~~automatically~~considered ~~extended~~a onsecurity ~~its~~deposit ~~anniversary~~and ~~date~~is ~~for~~not ~~subsequent~~refundable ~~one-year~~if ~~terms~~the ~~unless~~purchase ~~either~~option ~~party~~is ~~gave notice that they intended~~ not toexercised. ~~renew~~The atpurchase ~~least~~price ~~three~~for ~~months in advance of~~ the ~~automatic renewal date. Mr. Berkowitz was to receive a base annual salary~~Hotel ofSan ~~$100,000~~Ayre ~~through~~is ~~December 31, 2014,~~ $~~125~~2,~~000 for calendar year 2015 and $150~~100,000 ~~for~~on ~~the~~an ~~remaining~~as-is ~~initial term~~basis.

7F-5

THE MARYJANE GROUP, INC. AND SUBSIDIARIES

f/k/a PLADEO CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – THE COMPANY (Continued)

Mr. Berkowitz was to receive a monthly car allowance of not less than $500. Upon execution of the Agreement, Mr. Berkowitz was issued 250,000 shares of our common stock and was to 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. On August 29, 2014, our Board of Directors terminated the Agreement for cause retroactive to August 4, 2014.

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 for a two-year period with the lease amount being increased to $1,800 and $1,900, respectively.

Bed and Breakfast 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. On February 27, 2015, we executed a Contract to Buy and Sell Real Estate (the “Sales Contract”) with A Capital Inn, Inc. (the “Seller”) for the purchase of the Adagio. 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 deposit of $50,000. The Company expects the closing to take place on or before May 15, 2015.

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.

Fiscal year end

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

Going concern uncertainty

At ~~January~~July 31, 2015, we had an accumulated deficit of $23,~~335~~838,~~539,~~797 and for the three ~~nine~~ months ended ~~January~~July 31, 2015, we incurred ~~losses~~ losses of $2904,~~082,075~~749. 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.

THE MARYJANE GROUP, INC. AND SUBSIDIARIES

f/k/a PLADEO CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – THE COMPANY (Continued)

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 – BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Interim Financial Statements

The accompanying unaudited interim condensed consolidated financial statements of The MaryJane Group, Inc. have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, such financial statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with GAAP and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The balance sheet at April 30, ~~2014~~2015 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Results of operations for interim periods are not necessarily indicative of results for the full year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K/A for the year ended April 30, ~~2014~~2015 as filed with the SEC on July ~~August 29~~27, ~~2014~~2015.

Recently Issued and Newly Adopted Accounting Pronouncements

There have been no material changes to our significant accounting policies as summarized in NOTE 2 of our Annual Report on Form 10-K/A for the year ended April 30, ~~2014~~2015. We do not expect that the adoption of any recent accounting pronouncements will have a material impact on our accompanying condensed consolidated financial statements.

F-6

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

9NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~THE~~Fair ~~MARYJANE~~Value ~~GROUP,~~of ~~INC.~~Financial ~~AND SUBSIDIARIES~~Instruments

~~f/k/a~~Our ~~PLADEO~~financial ~~CORP~~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.

~~NOTES~~We TOhave ~~CONDENSED~~categorized ~~CONSOLIDATED~~our ~~FINANCIAL~~assets ~~STATEMENTS~~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).

~~NOTE~~Assets 3and –liabilities ~~FIXED~~recorded ~~ASSETS~~in the condensed 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 condensed consolidated financial statements.

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 (Level3)

Fair value of warrant liability	$	(164,245	)	$	—	$	—	$	(164,245	)

F-7

The following table provides a summary of changes in fair value associated with the Level 3 liabilities for the quarter ended July 31, 2015

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

Balance at April 30, 2015	$	(203,145	)
Issuances of derivative liabilities		—
Change in fair value of derivative liabilities		(802	)
Transfers in and/out of Level 3		—
Warrants exercised		(38,098	)
Ending balance at July 31, 2015	$	(164,245	)

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.

Reclassifications

Certain prior period amounts have been reclassified to conform to current year presentation.

NOTE 4 – FIXED ASSETS

Fixed assets consist of the following:

	January 31, 2015			April 30, 2014
	July 31, 2015			April 30, 2015
Furniture and fixtures	$	2239,~~131~~826		$	1923,~~752~~194
Leasehold improvements		2,320			—2,320
Equipment		865			~~16,670~~865
Vans and party buses		—			24,000
		43,011			26,379
		25,316			60,422
Less: accumulated depreciation		(10,367	)		(8,066	)
Less: accumulated depreciation		(6,237	)		(8,986	)
TOTAL PROPERTY AND EQUIPMENT	$	32,644		$	18,313
TOTAL PROPERTY AND EQUIPMENT	$	19,079		$	51,436

Depreciation expense for the three ~~and nine months~~ ended ~~January~~July 31, 2015 was $12,~~764 and $3,779, respectively~~301. ~~We incurred no depreciation expense during the three and nine months ended January 31, 2014.~~

NOTE 45 – ~~CONVERTIBLE~~ PROMISSORY NOTES

On ~~April~~February 712, ~~2014~~2015, we ~~issued~~entered into a loan agreement with an ~~aggregate~~entity ofand borrowed $7539,000. inPursuant ~~Convertible~~to ~~Promissory Notes (~~the ~~“Notes”)~~terms toof ~~two~~the ~~investors.~~loan ~~The~~agreement, ~~Notes~~we are ~~due~~required ~~and~~to ~~payable~~make on100 orequal ~~before~~installments ~~April~~of 30$553, ~~2015~~or an aggregate of $55,300, ~~including~~to ~~accrued~~repay ~~interest~~the ~~calculated~~principal atbalance 5%and ~~per~~interest in ~~annum~~full. ~~The~~On ~~Notes~~May ~~are~~13, ~~convertible~~ 2015, we entered into ~~shares~~a ofnew ~~our~~loan ~~Common~~agreement ~~Stock~~with atthe same lender and borrowed $163,000.00 ~~per~~Pursuant ~~share.~~to Atthe ~~January~~terms of ~~31,~~the ~~2015~~loan agreement, we are required to make 100 equal installments of $17894,~~202~~ ~~was~~or ~~reported~~an asaggregate ~~debt~~of ~~discount~~$89,400, to repay the principal balance and interest in full. We used approximately $5720,~~798~~500 ~~was~~to repay the February 12th loan and the balance of the ~~recorded~~proceeds were used as ~~interest~~working ~~expense~~capital. onDuring the ~~accompanying~~quarter, ~~condensed~~we ~~consolidated~~paid ~~financial~~an ~~statements~~additional $37,095 towards the principal.

On May 2322, ~~2014 and June 16~~2015, ~~2014,~~a wethird ~~issued~~party anpurchased ~~aggregate~~a ~~of $96,000 in~~ Convertible Promissory ~~Notes~~Note toissued anon ~~entity~~April ~~(the~~30, ~~“May/June~~ 2014 ~~Notes”).~~in ~~The May/June 2014 Notes bear interest at 10% per annum, are due twelve months from~~ the ~~date~~aggregate ofamount ~~issue and are convertible into shares~~ of ~~our Common Stock at~~ $153,275.~~00 per share. The debt discount of the May/June 2014 Notes was determined to~~ beWe ~~$48,738.~~issued Ata ~~January~~12% ~~31,~~Convertible ~~2015,~~Promissory ~~$10,984~~Note ~~was~~in ~~recorded as debt discount and $37,754 was recorded as interest expense on~~ the ~~accompanying condensed~~aggregate ~~consolidated~~amount ~~financial~~of ~~statements.~~

~~On May 2, 2014, pursuant to a Convertible Promissory Note issued on April 30, 2014 (the “April 2014 Note”), we received $50,000 from an entity. The April 2014 Note bears interest at~~ F-8% per annum, is due twelve months from the date of issue and is convertible into shares of our Common Stock at $2.00 per share. The debt discount for the April 2014 Note was determined to be $50,000. At January 31, 2015, $12,191 was recorded as debt discount and $37,809 was recorded as interest expense on the accompanying condensed consolidated financial statements.

~~On September 12~~$53,275. ~~2014,~~We we issued ~~two~~an 8additional 12% Convertible ~~Redeemable~~Promissory Note ~~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 $4538,000~~, net of legal fees of $2,500 and finder’s fees of $5,000, under the First September 2014 Note~~. ~~The~~ ~~First~~Each ~~September~~note ~~2014 Note~~ matures onMay ~~September 15~~22, ~~2015~~2016 and is convertible ~~into shares of our Common Stock~~ at a 4340% discount of from the lowest ~~trading~~Trading Price ~~price~~in ~~of our Common Stock for~~ the 1810 trading days prior to conversion date. ~~The~~We ~~funding~~received ~~of the Second September 2014 Note (to be~~ $4533,000 ~~after the payment of $2,500~~ in ~~legal~~net ~~fees~~proceeds ~~and~~from ~~$5,000~~this intransaction ~~finder’s~~which ~~fee)~~we ~~is yet to be determined, but will~~used ~~be deemed eligible~~ for ~~conversion~~general onworking ~~the funding date~~capital. The debt discount for the First September 2014 Note was determined to be $39,605. At January 31, 2015, $24,305 was recorded as debt discount and $15,300 was recorded as interest expense on the accompanying condensed consolidated financial statements.

10On 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.

~~THE~~On ~~MARYJANE~~June ~~GROUP~~12, ~~INC~~2015, a third party purchased two Convertible Promissory Notes issued on June 16, 2014 and July 1, 2014. ~~AND~~We ~~SUBSIDIARIES~~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.

~~f/k/~~On June 23, 2015, we issued a 10% Convertible Promissory Note in the aggregate amount of $69,000. The note matures June 23, 2016 ~~PLADEO~~and ~~CORP~~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.

~~NOTES~~On TOJune ~~CONDENSED~~30, ~~CONSOLIDATED~~2015, ~~FINANCIAL~~we ~~STATEMENTS~~issued an 8% Convertible Promissory Note in the aggregate amount of $50,750. The note matures March 30, 2015 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.

NOTE 46 – ~~CONVERTIBLE~~OTHER ~~PROMISSORY~~CURRENT ~~NOTES (Continued)~~LIABILITIES

On September 30, 2014, we issued a Convertible Promissory Note to an entity in the amount of $86,000 (the “September 2014 Replacement Note”) in replacement of a $50,000 note issued on May 15, 2014 (the “May 2014 Note”) and a $36,000 note issued on July 10, 2014 (the “July 2014 Note”). The September 2014 Replacement Note bears interest at 8% per annum, is due on July 10, 2015, and is convertible into shares of our Common Stock at the lesser of $0.10 or a 45% discount to the market price of our Common Stock. The September 2014 Replacement Note contained provisions wherein we (i) issued 350,000 shares of our Common Stock to the entity and (ii) canceled 125,000 previously authorized but unissued warrants to purchase shares of our Common Stock. The debt discount for the September 2014 Replacement Note was determined to be $86,000. At January 31, 2015, $48,621 was recorded as debt discount and $37,379 was recorded as interest expense on the accompanying condensed consolidated financial statements.

On November 26, 2014, we issued an 8% Convertible Promissory Note in the principal amount of $50,000 (the “November 2014 Note”). The November 2014 Note matures on August 26, 2015 and is convertible into shares of our Common Stock at a 45% discount to the market price of our Common Stock. “Market Price” as defined in the November 2014 Note means the average of the lowest two (2) trading prices for our Common Stock during the twenty-five trading day period ending on the latest complete trading day prior to the date of conversion. We received net proceeds of $44,250 from this transaction after payment of $2,750 in expenses and $3,000 in legal fees. The debt discount for November 2014 Note was determined to be $40,909. At January 31, 2015, $31,019 was recorded as debt discount and $9,890 was recorded as interest expense on the accompanying condensed consolidated financial statements.

On December 22, 2014, we issued a 10% Convertible Promissory Note in the principal amount of $220,000 (the “December 2014 Note”). The December 2014 Note matures on December 22, 2015 and is convertible into shares of our Common Stock at the lesser of $0.08 or a 50% discount to the market price during the 20 consecutive trading days prior to the conversion date. We received net proceeds of $45,000 from this transaction after payment of $2,000 in expenses and $3,000 in legal fees. The balance due under the December 2014 Note will be funded on or before December 22, 2015. The debt discount for December 2014 Note was determined to be $50,000. At January 31, 2015, $44,520 was recorded as debt discount and $5,480 was recorded as interest expense on the accompanying condensed consolidated financial statements.

NOTE 5 – OTHER CURRENT LIABILITIES

Other current liabilities consist of the following:

	January 31, 2015		April 30, 2014
	July 31, 2015		April 30, 2015
Payroll tax liability	$	~~143~~218,~~459~~556	$	13182,~~290~~143
Accrued lodging taxes		23,417		—
Accrued IRS and state interest and penalties		57,479		41,812
Accrued interest expense		19,635		236
Accrued state sales tax interest and penalties		4,133		—
Accrued payroll		17,351		24,508
Accrued lodging and sales tax		38,191		35,269
Other current liabilities		1,988		499
Accrued interest expense		6,084		22,373
Accrued outside services		—		11,690
Accrued payroll		2,212		4,424
TOTAL OTHER CURRENT LIABILITIES	$	205,850	$	50,223
Other current liabilities		1,501		1,858
TOTAL OTHER CURRENT LIABILITIES	$	328,156	$	287,879

THE MARYJANE GROUP, INC. AND SUBSIDIARIES

f/k/a PLADEO CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – LONG-TERM LIABILITIES

On March 18, 2014, we issued an aggregate of $90,000 in 5% Convertible Debentures (the “Debentures”) to two investors. The Debentures are due and payable on or before March 20, 2017, including accrued interest calculated at 5% per annum. The Debentures are convertible into shares of our Common Stock at $1.00 per share.

On August 13, 2014, we issued an 8% Original Issue Discount Convertible Promissory Note in the principal amount of $61,600 (the “August Note”) and a Common Stock Purchase Warrant for the purchase of 513,333 shares of our Common Stock to an entity (the “OID Warrant”). The August Note matures on February 13, 2016 and is convertible into shares of our Common Stock at a 60% discount to the lowest daily volume weighted average price of our Common Stock 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. The five-year OID Warrant is exercisable at $0.132 per share and contains provisions for a cashless exercise. We received net proceeds of $50,000 from this transaction after the payment of $6,000 in legal fees and the original discount of $5,600. The proceeds from the sale of the securities are being used as working capital. The debt discount for the August Note was determined to be $61,600. At January 31, 2015, $42,414 was recorded as debt discount and $32,867 was recorded as interest expense on the accompanying condensed consolidated financial statements.

On October 22, 2014, we issued a 10% Secured Convertible Promissory Note in the principal amount of $225,000 (the “October Note”). The October Note is convertible into shares of our Common Stock at $0.25 per share, subject to adjustments. The October Note is to be funded in four tranches. The first tranche of $50,000, net 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 $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. The debt discount for the October Note was determined to be $60,000. At January 31, 2015, $48,279 was recorded as debt discount and $11,721 was recorded as interest expense on the accompanying condensed consolidated financial statements.

NOTE 7 – CAPITAL STOCK

Preferred Stock

At July 31, 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 July 31, 2015. On 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. The Certificate of Designation is filed as an exhibit to this Current Report on Form 8K and is incorporated herein by reference.

F-9

Common Stock

At ~~January~~July 31, 2015 ~~and April 30, 2014,~~ we had 752,000,000,000 shares of ~~Common~~common ~~Stock~~stock, $0.001 par value, authorized (the “Common Shares”), with 21924,~~072~~862,~~000 and~~512 ~~17,860,000~~Common ~~shares~~Shares issued and outstanding~~, respectively~~.

Common Stock Issuances During the ~~Nine~~Quarter ~~Months~~ Ended ~~January~~July 31, 2015

● Pursuant to employment agreements with certain individuals, we issued an aggregate of 1,355,000 shares of our Common Stock having an aggregate fair market value on the date of issuance of $691,350.

Shares Issued		Fair Market Value of Shares Issued		Purpose
	861,429,828	$	682,569	Debt conversion
	4,000,000		20,000	Pursuant to terms of consulting agreements
	28,769,840		38,098	Warrant exercise
	894,199,668	$	740,667

● Pursuant to the terms of consulting agreements with certain individuals and/or entities, we issued an aggregate of 690,000 shares of our Common Stock having an aggregate fair market value on the date of issuance of $193,400.

● Pursuant to a private placement, we issued an aggregate of 500,000 shares of our Common Stock to two entities and two individuals for an aggregate purchase price of $5,000.

THE MARYJANE GROUP, INC. AND SUBSIDIARIES

f/k/a PLADEO CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 – CAPITAL STOCK (Continued)

Common Stock (continued)

Common Stock Issuances During the Nine Months Ended January 31, 2015 (continued)

● Pursuant to the terms of a loan consolidation, we issued 350,000 shares of our Common Stock to an entity as an inducement for the transaction having a fair market value on the date of issuance of $8,864.

● Pursuant to an employment agreement with Charles Berkowitz as described in NOTE 1, we issued Mr. Berkowitz 250,000 shares of our Common Stock having a fair market value on the date of issuance of $162,500.

● Pursuant to the terms of a verbal agreement with an individual for legal services, we issued an aggregate of 30,000 shares of our Common Stock having a fair market value on the date of issuance of $10,000.

● Pursuant to the terms of a verbal agreement with a vender, we issued 15,000 shares of our Common Stock in settlement of $1,500 in outstanding accounts payable.

● Pursuant to the terms of the Adagio Lease, we issued 10,000 shares of our Common Stock as additional consideration to the property owners having a fair market value on the date of issuance of $50,000.

● Pursuant to the terms of the Mountain Vista Lease, we issued 10,000 shares of our Common Stock as additional consideration to the property owners having a fair market value on the date of issuance of $2,300.

● Pursuant to the terms of an asset purchase agreement, we issued 2,000 shares of our Common Stock to an individual having a fair market value on the date of issuance of $15,000.

Common Stock Issuances During the Nine Months Ended January 31, 2014

During May and June 2013, we entered into Securities Purchase Agreements with multiple investors for the issuance and sale of shares of our Common Stock (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 shares of our Common Stock at $0.01 per share, for an aggregate purchase price of $12,200. Shares of our Common Stock included in the May/June 2013 Private Placement were registered pursuant to a Registration Statement on Form S-1 under the Securities Act of 1933, which was deemed effective by the SEC on April 12, 2014.

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 ~~Nine~~Quarter ~~Months~~ Ended ~~January~~July 31, 2015

On ~~May~~ 21June 26, ~~2014~~2015, wewarrants issued ~~Warrants~~were toexercised ~~purchase~~as ~~7,500~~a ~~shares~~cashless ofconversion ~~our Common Stock to each of two individuals~~ for ~~services~~28,769,841 toshares, benet ~~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~~6,~~948~~944,444 ~~was~~that ~~determined by using the Black-Scholes Model~~were onsurrendered ~~the~~as ~~date~~part of the ~~grant~~cashless conversion. The ~~fair~~remaining ~~value~~balance of ~~the~~shares ~~May~~eligible ~~2014~~to ~~Service~~be ~~Warrants~~exercised ~~was~~is ~~recorded as an expense in the accompanying condensed consolidated financial statements.~~61,085,658

13Amendment to Articles of Incorporation

~~THE~~On ~~MARYJANE~~May ~~GROUP~~11, ~~INC~~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. ~~AND~~The ~~SUBSIDIARIES~~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.

~~f/k/a~~On ~~PLADEO~~June ~~CORP~~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.

~~NOTES~~On TOJune ~~CONDENSED~~25, ~~CONSOLIDATED~~2015, ~~FINANCIAL~~the ~~STATEMENTS~~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.

~~NOTE 7 – CAPITAL STOCK (Continued)~~F-10

~~Warrants~~Issuance ~~to Purchase Common Stock~~ of ~~the~~Series ~~Company~~A ~~(continued)~~Preferred Stock

~~Warrant~~On ~~Activity~~June ~~during~~23, 2015, the ~~Nine~~Board ~~Months~~of ~~Ended~~Directors ~~January~~approved 31the issuance of 100,000 ~~2015~~shares ~~(continued)~~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.

~~On May 21, 2014, we also issued Warrants for the purchase of 62,500 shares of our Common Stock in connection with the issuance of convertible promissory notes (the “May 2014 Warrants”) (see~~ NOTE ~~4). The May 2014 Warrants have an exercisable term~~ of8 ~~three~~– ~~years~~SUBSEQUENT and are exercisable at $1.50 per share. The fair value of the May 2014 Warrants of $670,999 was determined by using the Black-Scholes Model on the date of the grant. The fair value of the May 2014 Warrants was recorded as a warrant liability in the accompanying condensed consolidated financial statements.EVENTS

OnConversion ~~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).Debt

OnSubsequent ~~August~~to 13July 31, ~~2014~~2015, weapproximately ~~issued Warrants for the purchase of an aggregate of 513~~$28,~~333~~600 ~~shares~~ of ~~our~~principal ~~Common~~and ~~Stock~~interest inwas ~~connection~~converted ~~with the~~into ~~issuance of convertible promissory notes (the “August 2014 Warrants”) (see NOTE 4). The August 2014 Warrants have~~ an ~~exercisable~~aggregate ~~term~~ of ~~five years and are exercisable at $0.132 per share. The fair value of the August 2014 Warrants of $126~~71,~~476 was~~500,000 ~~determined~~shares ~~by using the Black-Scholes Model on the date~~ of ~~the grant. The fair value of the August 2014 Warrants was recorded~~common ~~as a warrant liability in the accompanying condensed consolidated financial statements~~stock.

OnIssuance ~~October 22, 2014, we issued Warrants for the purchase~~ of anConvertible ~~aggregate~~Promissory of 26,982 shares of our Common Stock in connection with the issuance of convertible promissory notes (the “October 2014 Warrants”) (see NOTE 4). The October 2014 Warrants have an exercisable term of five years and are exercisable at $0.17 per share. The fair value of the October 2014 Warrants of $26,982 was determined by using the Black-Scholes Model on the date of the grant. The fair value of the October 2014 Warrants was recorded as a warrant liability in the accompanying condensed consolidated financial statements.Notes

~~Warrant~~On ~~Activity~~August ~~during~~6, 2015, we issued an 8% Convertible Promissory Note in the ~~Nine~~aggregate ~~Months~~amount ~~Ended~~of ~~January~~$36,750. 31This note matures on August 6, 2016 ~~2014~~and is convertible at 57% of the lowest trading price for the 20 days prior to the conversion date. We received $35,000 in net proceeds from this transaction which we used for general working capital.

On ~~February~~August 2719, ~~2014~~2015, we issued ~~Warrants~~a or10% ~~the~~Convertible ~~purchase~~Promissory ofNote anin the aggregate ofamount ~~748,500 shares~~ of ~~our Common Stock to two entities (the “February 2014 Warrants”)~~$29,850. The ~~February~~note ~~2014~~matures ~~Warrants~~August ~~have~~19, ~~an exercisable term of five years~~ 2016 and ~~are~~is ~~exercisable~~convertible at ~~$1.00~~ ~~per~~50% ~~share.~~to ~~The~~the ~~fair~~lowest ~~value~~sale price of ~~the~~common ~~October~~stock ~~2014~~in ~~Warrants~~(i) of25 ~~$1,498~~trading ~~was~~days ~~determined~~immediately byprior ~~using~~to the ~~Black-Scholes~~Original ~~Model on the~~Issue ~~date~~Date ofor (ii) the ~~grant.~~25 ~~The~~trading ~~fair~~days ~~value~~prior ofto the ~~February~~conversion ~~2014~~date. ~~Warrants~~We ~~was~~received ~~recorded~~$25,000 asin anet ~~warrant~~proceeds ~~liability~~from inthis ~~the~~transaction ~~accompanying condensed~~which ~~consolidated~~we ~~financial~~used ~~statements~~for general working capital.

~~Options~~Issuance ~~to Purchase Common Stock~~ of ~~the~~Promissory ~~Company~~Notes

~~Effective~~On ~~May~~August 919, ~~2014~~2015, we ~~established~~entered ~~The~~into ~~MaryJane~~a ~~Group,~~loan ~~Inc.~~agreement ~~2014~~with ~~Equity~~an ~~Incentive~~entity ~~Plan~~and ~~(“2014~~borrowed ~~Plan”) pursuant to which 1~~$50,000~~,000 shares~~. ofPursuant ~~our~~to ~~Company Stock was reserved for issuance upon~~ the ~~exercise~~terms of ~~options~~the ~~(“2014~~loan ~~Plan Option(s)”). The 2014~~agreement, ~~Plan~~we ~~was~~are ~~designed~~required to ~~serve~~make as112 anequal ~~incentive~~installments ~~for~~of ~~retaining~~$625, ~~qualified~~or ~~and~~an ~~competent~~aggregate ~~key~~of ~~employees~~$70,000, ~~officers~~to ~~and~~repay ~~directors,~~the ~~and~~principal ~~certain consultants~~balance and ~~advisors~~interest in full. ~~The~~We ~~2014~~received ~~Plan~~$50,000 ~~Options~~in ~~have~~net anproceeds ~~exercise period of ten years~~ from ~~the~~this ~~date~~transaction ofwhich ~~issuance.~~we Atused ~~January~~for ~~31, 2015,~~general noworking ~~options were granted under the 2014 Plan~~capital.

14F-11

THE MARYJANE GROUP, INC. AND SUBSIDIARIES

f/k/a PLADEO CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – INCOME TAXES

Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. We do not expect to pay any significant federal or state income tax for the fiscal year ended April 30, 2015 as a result of the losses recorded during the nine months ended January 31, 2015, and the additional losses expected for the remainder of fiscal year ended April 30, 2015, and net operating loss carry forwards from prior years. Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely than not” that some component or all of the benefits of deferred tax assets will not be realized. As of January 31, 2015, we maintained a full valuation allowance for all deferred tax assets. Based on these requirements, no provision or benefit for income taxes has been recorded. There were no recorded unrecognized tax benefits at the end of the reporting period.

NOTE 9 – SUBSEQUENT EVENTS

On February 12, 2015, we issued an 8% Original Issue Discount Convertible Promissory Note in the principal amount of $27,500 (the “February 2015 Note”) and a Common Stock Purchase Warrant for the purchase of 458,333 shares of our Common Stock to an entity (the “OID Warrant”). The February Note matures on July 9, 2016 and is convertible into shares of our Common Stock at a 60% discount to the lowest daily volume weighted average price of our Common Stock 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. The five-year OID Warrant is exercisable at $0.06 per share and contains provisions for a cashless exercise. We received net proceeds of $25,000 from this transaction after the payment of the original discount of $2,500. The proceeds from the sale of the securities are being used as working capital.

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 $553.00, or an aggregate of $55,300, to repay the principal balance and interest in full. The proceeds of this loan were used to pay the deposit on the purchase of the Adagio.

On February 5, 2015, we entered into a Consulting Services Agreement with an entity (the “Consultant”) to assist us in preparing and implementing a Standard Operating Procedure Manual, among other tasks to be assigned by management from time to time. As consideration for the Consultant’s services, we agreed to pay the Consultant $2,500 per month and to issue the Consultant 25,000 shares of our Common Stock for each month the Consultant is engaged by us.

On February 27, 2015, we sold 200,000 shares of our Common Stock to a non-affiliate for $10,000 or $.05 per share.

On February 27, 2015, we executed a Contract to Buy and Sell Real Estate (the “Sales Contract”) with A Capital Inn, Inc. (the “Seller”) for the purchase of the Adagio. 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, we made a deposit of $50,000. We expect the closing to take place on or before May 15, 2015.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

The following discussion and analysis provides information which our management believes to be relevant to an assessment and understanding of our results of operations and financial condition. This discussion should be read together with our financial statements and the notes to the financial statements, which are included in this Quarterly Report on Form 10-Q (the “Report”). This information should also be read in conjunction with the information contained in our Form 10-K/A filed with the Securities and ~~Exchange~~ Exchange Commission (the “SEC”) on ~~August~~July 2927, ~~2014,~~2015 including the audited consolidated financial statements and notes included therein as of and for the year ended April 30, ~~2014~~2015. The reported results will not necessarily reflect future results of operations or financial condition.

Throughout this Report, the terms “we,” “us,” “our,” “our Company,” or “The Mary Jane Group,” refers to The MaryJane Group, Inc., a Nevada corporation, and unless otherwise specified, includes our wholly owned operating subsidiaries listed below.

We maintain a website at www.themaryjanegrp.com and our Common Stock trades on the OTCQB under the symbol “MJMJ.’’

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 became our sole officer and director.

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 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

WeOur ~~were~~primary ~~incorporated~~focus inincludes ~~Nevada~~providing ~~on February 16~~lodging, ~~2012 under the name of Pladeo Corp. for the purpose of developing online chat systems free of charge. Through a series of transactions in February and March of 2014~~events, wespa ~~changed our focus to provide lodging and hospitality~~ services ~~to the recreational marijuana industry~~ and ~~changed~~brand ~~our~~merchandising ~~name~~concentrated toin ~~The~~the ~~MaryJane~~cannabis ~~Group, Inc~~industry.

OnLegalization 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. ~~Our~~In ~~operating~~2015, ~~subsidiaries~~Oregon, ~~outlined~~Alaska ~~below~~and ~~were formed for~~ the ~~purpose~~ District of ~~providing~~Columbia ~~cannabis-friendly~~legalized ~~lodging~~marijuana ~~and~~for torecreational ~~provide~~use; ~~value~~however, ~~added~~sales ~~services~~currently remain ofbanned ~~information~~in ~~and entertainment to consumers supporting~~ the ~~recreational marijuana industry~~District. ~~Currently~~Additionally, ~~the~~23 states ~~and~~have ~~jurisdictions~~legalized ~~allowing the use of recreational~~ marijuana ~~are~~ ~~Colorado,~~for ~~Washington,~~medical ~~Oregon, Alaska and Washington, D~~purposes.C.

~~Current~~According ~~Operations~~to a recent report from The ArcView Group, a cannabis industry investment and research firm based in Oakland, California (“ArcView”), found that the U.S. market for legal cannabis grew 74% in 2014 to $2.7 billion, up from 1.5 billion in 2013, making legal marijuana the fastest-growing industry in the United States. The report projects a 32% growth in the market and concluded that if the trend toward legalization spreads to all 50 states, the total market value would top $36.8 billion – more than $3 billion larger than the organic food industry. ArcView predicts that over the next five years, 14 more states will legalize recreational marijuana and two more states will legalize medical marijuana. Currently, at least ten states are already considering legalizing recreational marijuana.

~~Mary~~In ~~Jane Entertainment, LLC, organized on May 21, 2013 as a~~ Colorado ~~limited liability company (“Mary Jane Entertainment”)~~, ~~was~~ ~~formed~~the torecreational ~~provide contracted limousine~~ and ~~party-bus~~medical ~~services.~~marijuana ~~Currently,~~sales ~~Mary~~totaled ~~Jane~~$700 ~~Entertainment~~million isin ~~operating on a limited basis as a concierge service. In July~~ 2014; however, ~~we moved~~ the ~~operations~~real ofeconomic ~~Mary~~impact ~~Jane~~is ~~Tours,~~expected to ~~LLC,~~be amuch ~~Colorado~~higher ~~limited~~as ~~liability~~this ~~company providing~~figure ~~unique~~excludes ~~cannabis~~marijuana-related ~~tours,~~products ~~into~~such ~~Mary~~as ~~Jane~~pipes ~~Entertainment~~or ~~and~~any wemarijuana-related ~~dissolved~~increase ~~Mary~~in ~~Jane Tours, LLC~~tourism.

~~Capital~~Our ~~Growth~~operating ~~Corporation~~subsidiaries, ~~organized on February 4, 2014~~ as aoutlined ~~Colorado corporation (“Capital Growth”)~~herein, ~~was~~were formed for the purpose of providing ~~short- and long-term~~ financing to assist Colorado marijuana growers, providing cannabis-friendly lodging and ~~retail~~providing ~~establishments~~value ~~engaged~~added inservices ~~the~~of ~~manufacture~~information and ~~distribution of~~entertainment ~~recreational~~to ~~marijuana~~consumers ~~within~~ supporting the ~~State~~recreational ofmarijuana ~~Colorado~~industry. ~~Since~~While ~~its~~our ~~formation,~~services ~~Capital~~are ~~Growth~~currently ~~has~~concentrated ~~not~~only ~~entered~~in ~~into~~Colorado, ~~any funding transactions and~~ we dobelieve ~~not~~that ~~intend~~our tobusiness model docan soeasily inbe ~~the~~expanded ~~future.~~as ~~Going~~recreational ~~forward,~~marijuana webecomes ~~intend~~legal toin ~~use~~other ~~Capital Growth as a business development company~~states.

16Capital 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.

~~Bud~~Neither ~~and~~the ~~Breakfast~~Company, ~~LLC,~~nor ~~organized~~any onof ~~April~~its 10subsidiaries, ~~2014~~have asbeen ainvolved ~~Colorado~~in ~~limited~~any ~~liability company (“Bud and Breakfast”)~~bankruptcy, ~~was~~receivership ~~formed to~~or ~~operate~~any ~~and~~similar ~~manage our marijuana-friendly bed and breakfast located at The Adagio~~proceeding, ~~1430 Race Street, Denver, Colorado. This is our most successful business operation~~ and ~~we plan to focus a majority of our efforts pursuing and developing this opportunity.~~except Wefor ~~are~~the ~~actively~~subject ~~seeking~~acquisitions ~~additional~~set ~~locations~~forth ~~to expand our line of lodging. To that end~~herein, onhas ~~September~~not 4,had ~~2014,~~or webeen ~~entered into~~ a ~~one~~party ~~year~~to ~~lease~~any ~~with~~material ~~the owners of the Mountain Vista Bed and Breakfast~~reclassifications, ~~located~~mergers ator ~~358 Lagoon Lane, Silverthorne Colorado.~~consolidations ~~The~~since ~~Lease commenced on October 1, 2014 and expires September 30, 2014~~inception.

~~MaryJane~~The ~~Hospitality,~~Company’s ~~LLC,~~primary ~~organized~~SIC oncode ~~July~~is ~~22,~~7990 ~~2014~~– asServices; ~~Colorado~~Miscellaneous ~~limited~~Amusement ~~liability company, 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~~Recreation.

MaryJane Events, LLC, organized on July 22, 2014 as a Colorado limited liability company, was formed for the purpose of planning private and corporate events focused upon, but not limited to, the recreational/medicinal marijuana industry.23

~~MaryJane~~We ~~Designs,~~maintain ~~LLC,~~the ~~organized~~following onwebsites: August 28, 2014 as a Colorado limited liability company (“Mary Jane Designs”), was formed to operate our apparel division that creates clothing items with our logo to be sold at our lodging facilitieswww.themaryjanegrp.com In July, 2014, we folded the sandblasting operations of Mary Jane Glassworks, LLC, a Colorado limited liability company formed for the purpose of providing hand-blown glass products used in the recreational marijuana industry, into Mary Jane Designs, and ~~we dissolved Mary Jane Glassworks, LLC in November 2014~~www.budandbfast.com.

~~Former~~Our ~~Operations~~Products

~~Dab~~Bud ~~City~~+ Radio (“Dab City Radio”) and Mile High Life, LLC f/k/a Mile High Times, LLC, organized on February 16, 2014 and October 13, 2013, respectively, were formed to be the promotional arms of Mary Jane Tours and Mary Jane Entertainment. Through Dab City Radio and Mile High Life, we advertised and marketed Mary Jane Tours and the Bud and Breakfast ~~through~~at ~~Internet radio broadcasting and newsprint. In November 2013, Mile High Life (under~~ the name Mile High Times) released its first newspaper in print. On June 9, 2014, we terminated the operations of Mile High Times due to continued losses in our operations and our inability to adequately compete with the larger and more established newspapers/magazines in the cannabis sector. We dissolved Mile High Life, LLC in November 2014. The operations of Dab City Radio were also terminated due to continued losses and our inability to generate enough advertising income to cover the cost of operations. We dissolved Dab City Radio in November, 2014.Adagio

~~Funding~~On ~~During~~April ~~Three~~10, ~~Months~~2014, ~~Ended~~we ~~January~~entered 31into a one-year lease with the owner of the Adagio Bed and Breakfast located at 1430 Race Street, ~~2015~~Denver, Colorado (the “Adagio”). We transformed the Adagio from a traditional bed and breakfast to the first, all-inclusive “Bud + Breakfast” in what our management believes to be the first of its kind. The guest package includes a Wake and Bake Breakfast, a 4:20 Happy 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 Bud + Breakfast operations in April 2014, reservations and occupancy rates have increased dramatically with corresponding revenue of approximately $50,000 to $60,000 per month. Our Bud + Breakfast locations allow us to book tours and sell our branded apparel, merchandise and remaining glass products to guests. As a result of our success at the Adagio, we are actively seeking additional lodging facilities.

On ~~November~~February 2627, ~~2014~~2015, we ~~issued~~exercised anour 8%option ~~Convertible~~to ~~Note~~purchase in the ~~principal~~Adagio ~~amount~~and ofexecuted ~~$50,000.~~a ~~The~~Contract 8%to ~~Convertible~~Buy ~~Note~~and ~~matures~~Sell onReal ~~August~~Estate (the “Sales ~~26,~~Contract”) ~~2015~~with ~~and~~A isCapital ~~convertible~~Inn, ~~into~~Inc. ~~shares~~(the of“Seller”). ~~our~~The ~~Common~~purchase ~~Stock~~price atfor athe ~~45%~~Adagio ~~discount~~was to$1,500,000 with the ~~market~~Seller agreeing ~~price~~to offinance ~~our~~$1,000,000. ~~Common~~Upon ~~Stock.~~execution ~~“Market Price”~~of asthe ~~defined~~Sales inContract, the 8%Company ~~Convertible~~made ~~Note~~a ~~means~~non-refundable ~~the~~deposit ~~average~~of ~~lowest~~$50,000 ~~two~~and on ~~(2)~~May ~~trading~~15, ~~prices~~2015 ~~for~~we ~~our~~made ~~Common~~an ~~Stock~~additional ~~during the~~$25,000 ~~twenty~~non-~~five~~refundable ~~trading~~deposit; ~~day~~however, ~~period~~we ~~ending~~were onunable to secure proper financing to close the ~~latest~~purchase. ~~complete~~Subsequently, ~~trading~~we ~~day~~entered ~~prior~~into toa ~~the~~six-month ~~date~~lease ofagreement ~~conversion.~~for Wethe ~~received~~monthly ~~net proceeds~~rate of $4410,~~250~~000 ~~from~~plus ~~this~~a ~~transaction~~royalty ~~after~~of ~~payment~~2 ½% of ~~$2,750~~gross inlodging ~~expenses~~revenue ~~and~~which ~~$3,000~~ends inon ~~legal~~December ~~fees~~31, 2015. ~~The~~We ~~proceeds~~are ~~from~~currently seeking a larger property to replace the Adagio. ~~sale~~ Our ofideal ~~the~~property 8%would ~~Convertible~~be ~~Note~~a ~~are~~20 ~~being~~to ~~used~~25 asroom ~~working~~hotel ~~capital~~within walking distance of the Denver metropolitan area.

OnBud ~~December~~+ ~~22,~~Breakfast 2014, we issued a 10% Original Issue Discount Convertible Promissory Note in the principal amount of $220,000. Of the $220,000, $50,000 has been funded to date. This Note matures on December 22, 2015 and is convertible at ~~the~~Mountain ~~lower of $.08 or 50% of the lowest trading price of our Common Stock for the 20 consecutive days prior to the date of conversion. We received net proceeds of~~Vista

After validating 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.

~~$45,000~~Hotel ~~from~~San ~~this transaction after the payment of the original discount of $5~~Ayre,~~000.~~ ~~We also paid~~ a ~~finder’s~~Bud ~~fee~~+ ofBreakfast ~~$5,000 to a non-affiliated third party in connection with this transaction. The proceeds from the sale of the securities are being used as working capital.~~Property

~~Recent~~On ~~Events~~June ~~Since~~24, ~~January~~2015, 31we executed a two-year lease with the owner of Hotel San Ayre with an option to purchase its four locations in Colorado Springs, ~~2015~~Colorado. This property is our largest project to date in terms of rentable units with 11 rooms. The business model for Hotel San Ayre will be slightly different from our traditional Bud + Breakfast locations. Guests will receive similar offerings including our Wake and Bake Breakfast and 4:20 Happy Hour. Our staffing needs will be less robust at this location and all guests will have access to a lounge that will include all amenities found at our other locations including a game room, hot tub, and outdoor lounge area.

On February 5, 2015, we entered into a Consulting Services Agreement with an entity (the “Consultant”) to assist us in preparing and implementing a Standard Operating Procedure Manual, among other tasks to be assigned to the Consultant by management from time to time. As consideration for the Consultant’s services, we agreed to pay the Consultant $2,500 per month and will issue the Consultant 25,000 shares of our Common Stock for each month we use the Consultant’s services.Canna-camp

On ~~February~~May 1222, 2015, we ~~issued~~entered aninto 8%a ~~Original~~joint-venture ~~Issue~~agreement ~~Discount~~with ~~Convertible Promissory Note in~~ the ~~principal~~owners ~~amount~~ of ~~$27,500 (~~the ~~“February~~ ~~Note”)~~Wilderness ~~and~~Trails ~~a Common Stock Purchase Warrant for the purchase of 458~~Ranch,~~333~~ ~~shares~~LLC ~~of our Common Stock~~ to open an ~~entity~~exclusive ~~(the~~cannabis ~~“OID~~resort ~~Warrant”).~~near ~~The~~Durango, ~~February~~Colorado. ~~Note~~As ~~matures~~of on July 92, ~~2016~~2105 ~~and~~we iswithdrew ~~convertible into shares of~~ our ~~Common~~position ~~Stock~~in ~~at a~~the ~~60%~~joint-venture ~~discount~~due to ~~the lowest daily volume weighted average price of~~ our ~~Common Stock for (i) the 20 trading days immediately prior~~partner’s tolack ~~the~~of ~~original~~ability ~~issue date or (ii) the 20 trading days prior~~ to ~~the date of conversion~~perform. ~~The~~We ~~five-year~~are ~~OID~~currently ~~Warrant~~seeking isa ~~exercisable at~~new ~~$0.06~~location ~~per share and contains provisions~~ for aCanna-camp ~~cashless exercise~~2016. ~~We received net proceeds of $25,000 from this transaction after the payment of the original discount of $2,500. The proceeds from the sale of the securities are being used as working capital.~~

On February 12, 2015, we entered into a loan agreement 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. The proceeds of this loan were used to pay the deposit on the purchase of the Adagio, as described below.24

OnFunding ~~February~~During ~~27,~~Three ~~2015,~~Months weEnded ~~entered~~July ~~into a contract to purchase the Adagio bed and breakfast~~31, located at 1430 Race Street, Denver Colorado, the location of our first Bud and Breakfast™. The purchase price for the Adagio is $1,500,000 and the owner has agreed to finance $1,000,000 of the purchase price. We deposited $50,000 with the seller upon signing the contract and expect that the closing will take place on or about May 15, 2015.

On February 2712, 2015, we ~~sold~~entered ~~200~~into a loan agreement with an entity and borrowed $39,000. ~~shares~~Pursuant to the terms of ~~our~~the ~~Common~~loan ~~Stock~~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. On May 13, 2015, we entered into a ~~non-affiliate~~new ~~for~~loan agreement with the same lender and borrowed $1063,000. Pursuant to the terms of the loan agreement, we are required to make 100 equal installments of $894, or an aggregate of $89,400, to repay the principal balance and interest in full.05 ~~per~~We ~~share~~used approximately $20,500 to repay the February 12th loan and the balance of the proceeds were used as working capital.

On May 22, 2015, a third party purchased a Convertible Promissory Note issued on April 30, 2014 in the aggregate amount of $53,275. We issued a 12% Convertible Promissory Note in the aggregate amount of $53,275. We issued an additional 12% Convertible Promissory Note in the aggregate amount of $38,000. Each note matures May 22, 2016 and is convertible at a 40% discount from the lowest Trading Price in the 10 trading days prior to conversion date. We received $33,000 in net proceeds from this transaction which we used for general working capital.

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, 2015 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.

Recent Events Since July 31, 2015

On August 6, 2015, we issued an 8% Convertible Promissory Note in the aggregate amount of $36,750. This note matures on August 6, 2016 and is convertible at 57% of the lowest trading price for the 20 days prior to the conversion date. We received $35,000 in net proceeds from this transaction which we used for general working capital.

On August 19, 2015, we entered into a loan agreement with an entity and borrowed $50,000. Pursuant to the terms of the loan agreement, we are required to make 112 equal installments of $625, or an aggregate of $70,000, to repay the principal balance and interest in full. We received $50,000 in net proceeds from this transaction which we used for general working capital.

On August 19, 2015, we issued a 10% Convertible Promissory Note in the aggregate amount of $29,850. The note matures August 19, 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 $25,000 in net proceeds from this transaction which we used for general working capital.

Subsequent to July 31, 2015, approximately $28,600 of principal and interest was converted into an aggregate of 71,500,000 shares of common stock.

Results of Operations

Three months ended ~~January~~July 31, 2105 compared to three months ended ~~January~~July 31, 2014

~~Net~~Gross Revenue

~~Net~~Gross revenue for the three months ended ~~January~~July 31, 2015 totaled $~~140~~237,~~086~~020 compared to $0112,939 in the comparable period in 2014 representing an increase of 110%. Our ~~net~~ gross revenue ~~decreased~~increased $2448,~~207~~021 from ~~net~~gross revenue of $~~164~~189,~~293~~000 during the three months ended ~~October~~April 3130, ~~2014~~ 2015, representing aan ~~decline~~ increase of 1525%. This ~~decrease~~increase is primarily a result of ~~reduced~~increased revenue from our ~~bed~~bud and breakfast operations during the ~~off-season~~quarter ~~month~~ which management believes is a direct result of ~~November~~the ~~2014~~Company’s increased exposure through marketing and advertising.

Cost of Goods Revenue

Cost of revenue for the three months ended ~~January~~July 31, 2015 totaled $~~122~~172,~~269~~251 compared to $087,097 in the comparable period in 2014. Our ~~cost~~ cost of revenue increased by $2885,~~117~~154 from cost of revenue of $9487,~~152~~097 during the quarter ended ~~January~~July 31, 2014 as a direct result of operating two additional facilities. Cost of revenue as a percentage of sales for the three months ended ~~January~~July 31, 2015 was 87 73% compared to 5777% for the three months ended ~~January~~July 31, 2014. The reduction of our gross profit is a result of the initial costs related to the startup of the Hotel San Ayre, offset in part by increased revenue at both the Adagio and Mountain Vista.

The reduction of our gross profit is a result of the initial costs related to the startup of the Mountain Vista Bed and Breakfast and lower revenues at the Adagio for the month of November 2014.

General and Administrative

General and administrative costs for the three months ended ~~January~~July 31, 2015 ~~increased~~decreased by $8990,~~718~~365 to $92391,~~603~~104 from $2481,~~885~~460 in the comparable period in 2014. This ~~increase~~decrease is directly attributable to the ~~commencement~~less ofstock ~~operations~~based compensation in 2014.

Sales and Marketing

Sales and marketing costs for the three months ended ~~January~~July 31, 2015 were $516,~~789~~507 compared to $07,117 for the comparable period in 2014.

Depreciation

Depreciation expense for the three months ended ~~January~~July 31, 2015 was $12,~~764~~301 compared to $01,008 for the comparable period in 2014.

Other Income (Expense)

Other ~~income (~~expense) for the three months ended ~~January~~July 31, 2015 was $~~(299~~559,~~894)~~607 compared to $0113,942 for the comparable period in 2014, ~~primarily~~ primarily a result of interest expense ~~and loan closing costs~~ associated with our debt funding.

Net Loss

Net loss for the three months ended ~~January~~July 31, 2015 was $~~382~~904,~~233~~749 compared to $2577,~~885~~685 for the comparable period in 2014. The net operating loss includes approximately $100,000 of non-recurring

~~Nine months ended January 31, 2015 compared to nine months ended January 31, 2014~~26

~~Net~~expenses. The majority of these expenses include legal fees for settled ~~Revenue~~matters, a loss on a non-refundable deposit, and miscellaneous professional fees.

Net revenue for the nine months ended January 31, 2015 totaled $417,318 compared to $0 in the comparable period in 2014. These increases are primarily a result of revenue from our bed and breakfast operations.

Cost of Goods Revenue

Cost of revenue for the nine months ended January 31, 2015 totaled $303,518 compared to $0 in the comparable period in 2014. Cost of revenue as a percentage of sales for the nine months ended January 31, 2015 was 73%.

General and Administrative

General and administrative costs for the nine months ended January 31, 2015 increased by $1,640,346 to $1,665,457 from $25,111 in the comparable period in 2015. This increase is directly attributable to the commencement of operations in 2014 and costs associated with the issuance of shares of our Common Stock to employees, consultants and vendors totaling approximately $742,950.

Sales and Marketing

Sales and marketing costs for the nine months ended January 31, 2015 were $15,421 compared to $0 for the comparable period in 2014.

Depreciation

Depreciation expense for the nine months ended January 31, 2015 was $3,779 compared to $0 for the comparable period in 2014.

Other Income (Expense)

Other income (expense) for the nine months ended January 31, 2015 was $(511,218) compared to $0 for the comparable period in 2014, primarily a result of interest expense and loan closing costs associated with our debt funding.

Net Loss

Net loss for the nine months ended January 31, 2015 was $2,082,075 compared to $25,111 for the comparable period in 2014.

Liquidity and Capital Resources

We are dependent upon obtaining additional financing in order to adequately fund working capital, infrastructure, expansion expenses and significant marketing/investor related expenditures to gain market recognition, so that weit can achieve a level of revenue adequate to support our cost structure, none of which can be assured. We believe that we 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. As of ~~January~~July 31, 2015, we had $~~325~~24,245 on deposit.

As of ~~January~~July 31, 2015, our working capital deficit was $~~431~~358,~~139,~~138. ~~our~~Our accumulated deficit was $23,~~335~~838,~~539,~~797 and our stockholders’ deficit was $1532,~~340,801~~756. ~~Operating~~Our operating loss was $~~382~~345,~~233~~142 ~~and $2,082,075~~ for the three ~~and nine~~ months ended ~~January~~July 31, 2015. The net operating loss includes approximately $100,000 ~~respectively~~of non-recurring expenses. The majority of these expenses include legal fees for settled matters, a loss on a non-refundable deposit, and miscellaneous professional fees.

We reduced our net cash flows used in operation during the three months ended ~~January~~July 31, 2015 from the three months ended ~~October 31~~April 30, 2015 ~~2014.~~and Wewe expect ~~additional~~to ~~improvement~~improve upon it further during the fiscal year ended April 3130, ~~2015~~2016 as ~~Mountain~~the ~~Vista~~Hotel ~~increases~~San ~~occupancy~~Ayre ~~during the~~increases ~~winter months~~its occupancy; however, due to conditions and influences out of our control, including the current state of the national economy, we cannot guarantee that this improvement 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.

Upon execution of the Lease for the Hotel San Ayre, 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.

Off-Balance Sheet Arrangements

As of ~~January~~July 31, 2015, we had no material off-balance sheet arrangements.

In the normal course of business, we may be confronted with issues or events that may result in a contingent liability. These generally ~~related~~relate to lawsuits, claims, environmental actions or the actions of various regulatory agencies. We consult with counsel and ~~other~~ other appropriate experts to assess ~~these~~the ~~claims~~claim. If, in our opinion, we have incurred a probable loss as set forth by generally ~~accepted~~ accepted accounting principles in the U.S. (“GAAP”), an estimate is made of the loss and the appropriate accounting entries are reflected in our financial statements. After consultation with legal counsel, we do not anticipate that liabilities arising out of currently threatened lawsuits and claims, if any, will have a material adverse effect on our financial position, results of operations or cash flows.

Critical Accounting Estimates

Please refer to our Annual Report on Form 10-K/A for the year ended April 30, ~~2014~~2015 filed with the Commission on ~~August~~July 2927, ~~2014,~~2015 and ~~incorporated~~ incorporated herein by reference, for detailed explanations of our critical accounting estimates, which have not changed significantly ~~during~~ during the three months ended ~~January~~July 31, 2015.

New Accounting Pronouncements

There have been no material changes to our significant accounting policies as summarized in our Annual Report on Form 10-K/A for the year ended April 30, ~~2014~~2015. We do not expect that the adoption of any recent accounting pronouncements will have a material impact on our condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

None.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms and is accumulated and communicated to our management, as appropriate, in order to allow timely decisions in connection with required disclosure.

Evaluation of Disclosure Controls and Procedures

Joel C. Schneider, our principal executive and financial officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of January 31, 2015, pursuant to Exchange Act Rule 13a-15. Such disclosure controls and procedures are designed to ensure that information required to be disclosed by us is accumulated and communicated to the appropriate management on a basis that permits timely decisions regarding disclosure. Based upon that evaluation, Mr. Schneider concluded that our disclosure controls and procedures as of January 31, 2015 were not effective to provide reasonable assurance that information required to be disclosed in our periodic filings under the Exchange Act is accumulated and communicated to our management to allow timely decisions regarding required disclosure, due to the material weaknesses as described below.

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

We believe our weaknesses in internal controls and procedures are due to our lack of sufficient personnel with expertise in the area of SEC, GAAP and tax accounting procedures. In addition, we lack the personnel structure, size and complexity to segregate duties sufficiently for proper controls. We are currently without sufficient funds to hire additional personnel with expertise in these areas and to segregate duties for proper controls, and until such time as additional personnel are hired, we believe that we will continue to recognize a weakness in our internal controls and procedures.

Our plan is to hire additional personnel to properly implement a control structure when the appropriate funds become available. In the meantime, Mr. Schneider will continue to perform or supervise the performance of additional accounting and financial analyses and other post-closing procedures including detailed validation work with regard to balance sheet account balances, additional analysis on income statement amounts and managerial review of all significant account balances and disclosures, to ensure that the our Quarterly Report and the financial statements forming part thereof are in accordance with GAAP.

2128

supervise the performance of additional accounting and financial analyses and other post-closing procedures including detailed validation work with regard to balance sheet account balances, additional analysis on income statement amounts and managerial review of all significant account balances and disclosures, to ensure that the our Quarterly Report and the financial statements forming part thereof are in accordance with GAAP.

Changes in Internal Controls

During the three months ended ~~January~~July 31, 2015, there were no changes in our internal controls over financial reporting that occurred ~~that~~ that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

We are a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, and as such, are not required to provide the information required under this Item.

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

On ~~October~~May 2218, 2015, ~~we issued a 10% Secured Convertible Promissory Note in~~ the ~~principal~~Company ~~amount~~issued ~~of $225~~4,000,000 ~~(the “October Note”). The October Note is convertible into~~ shares ~~of our Common Stock at $0.25 per share subject~~ to ~~adjustments.~~Uptick ~~The October Note is to be funded in four tranches. The first tranche of $50~~Capital,~~000,~~ ~~net~~LLC ofas ~~$5,000~~consideration inpursuant ~~legal~~to ~~fees and~~ the ~~original~~terms ~~issue discount~~ of ~~$5,000, was~~a ~~funded on October 22, 2014, and was immediately deemed eligible for conversion. The remaining three tranches in the amount~~consulting ofagreement ~~$50,000~~between ~~each (net of~~ the ~~original~~Company 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 (designated Warrant #1, Warrant #2, Warrant #3 and ~~Warrant~~Uptick ~~#4). Warrant #1 is for the purchase of 176~~Capital,~~471~~ ~~shares of our Common Stock~~LLC. ~~Warrants~~The ~~#2,~~Company ~~#3 and~~received #4no ~~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. The~~ proceeds from ~~the~~this ~~sale of the securities are being used as working capital~~issuance.

On ~~November~~May 2622, ~~2014~~2015, wea ~~issued~~third anparty 8%purchased a Convertible Promissory Note issued on April 30, 2014 in the ~~principal~~aggregate amount of $5053,~~000~~275. We ~~The~~issued 8a 12% Convertible Promissory Note ~~matures~~in onthe ~~August 26,~~aggregate ~~2015~~amount ~~and is convertible into shares~~ of ~~our~~$53,275. ~~Common~~We ~~Stock~~issued atan aadditional 4512% ~~discount~~Convertible ~~to the market price. “Market Price”~~Promissory asNote ~~defined~~ in the 8%aggregate ~~Convertible~~amount ~~Note~~of ~~means~~$38,000. ~~the~~Each ~~average~~note ~~lowest~~matures ~~two~~May ~~(2)~~22, ~~trading~~2016 ~~prices~~and ~~for~~is ~~our~~convertible ~~Common~~at ~~Stock~~a ~~during~~40% ~~the~~discount ~~twenty-five trading~~from ~~day~~the ~~period~~lowest ~~ending~~Trading Price onin the ~~latest~~10 ~~complete~~ trading ~~day~~days prior to ~~the~~conversion date ~~of conversion~~. We received ~~net proceeds of~~ $4433,~~250 from this transaction after payment of $2,750 in expenses and $3,~~000 in ~~legal~~net ~~fees. The~~ proceeds from ~~the~~this ~~sale~~transaction ofwhich ~~the~~we ~~8% Convertible~~used ~~Note~~for ~~are~~general ~~being used as~~ working capital.

On ~~December~~June 2211, ~~2014~~2015, we issued aan 108% ~~Original Issue Discount~~ Convertible Promissory Note in the ~~principal~~aggregate amount of $~~220~~60,000. ~~Of the $220,000, $50,000 has been funded to date.~~ This ~~Note~~note matures on ~~December~~June 2211, ~~2015~~ 2016 and is convertible at ~~the lower of $.08 or 50~~57% of the lowest trading price ~~of our Common Stock~~ for the 20 ~~consecutive~~ days prior to the ~~date of~~ conversion date. We received ~~net~~ ~~proceeds of~~ $4557,000 ~~from this transaction after the payment of the original discount of $5,000. We also paid a finder’s fee of $5,000 to a non-affiliated third party~~ in ~~connection with this transaction. The balance due under the December 2014 Note~~net ~~will be funded on or before December 22, 2015. The~~ proceeds from ~~the~~this ~~sale~~transaction ofwhich ~~the~~we ~~securities are being~~ used asfor general working capital.

22On 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.

~~Issuances~~On June 23, 2015, we issued a 10% Convertible Promissory Note in the aggregate amount of ~~Securities~~$69,000. ~~during~~The note matures June 23, 2016 and is convertible at 50% to the ~~Three~~lowest ~~Months~~sale ~~Ended~~price ~~January~~of 31common 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 ~~2015~~in net proceeds from this transaction which we used for general working capital.

●On June ~~Pursuant~~30, to2015, we issued an 8% Convertible Promissory Note in the ~~terms~~aggregate amount of an$50,750. ~~employment~~The ~~agreement,~~note wematures ~~issued~~March ~~500~~30,~~000~~ ~~shares~~2015 and is convertible at 55% of ~~our~~the ~~Common~~average ~~Stock~~of the two lowest prices in the prior 5 trading days prior to ~~Lisa~~the ~~Schneider.~~conversion Msdate. ~~Schneider~~We received is$45,000 ~~the~~in ~~wife~~net ofproceeds ~~our~~from ~~sole~~this ~~officer~~transaction ~~and~~which ~~director,~~we ~~Joel~~used ~~Schneider~~for general working capital.

●On June ~~Pursuant~~28, to2015 the ~~terms~~Company ~~of a consulting agreement, we~~ issued ~~500~~28,~~000~~769,840 shares ofupon ~~our~~the ~~Common~~cashless ~~Stock~~exercise toof ~~Brett~~Warrants. ~~Schneider~~The ~~related~~amount toof ~~consulting~~Warrants ~~services~~exercised tohad the bevalue ~~performed~~of ~~for our marketing and branding from November 1~~$25, ~~2014 through March 15, 2015~~000. ~~Brett~~The ~~Schneider~~Company isreceived ~~the~~no ~~son~~proceeds offrom ~~our~~this ~~sole officer and director, Joel Schneider~~issuance.

~~● Pursuant to the terms of employment agreements with certain employees, we issued an aggregate of 210,000 shares of our Common Stock.~~29

●As of WeJuly ~~issued~~31, 52015,~~000~~ ~~shares~~approximately $680,942 of ~~our~~principal ~~Common~~and ~~Stock~~interest towas anconverted ~~individual~~into as861,429,828 ~~partial~~shares ~~consideration~~of ~~for~~common ~~photography work~~stock.

●Issuance of ~~Pursuant~~Securities toSubsequent ~~amendments~~ to ~~existing~~July ~~convertible notes~~31, ~~we issued an aggregate of 400,000 shares of our Common Stock~~2015.

~~Issuances~~On August 6, 2015, we issued an 8% Convertible Promissory Note in the aggregate amount of ~~Securities~~$36,750. ~~subsequent~~This note matures on August 6, 2016 and is convertible at 57% of the lowest trading price for the 20 days prior to ~~January~~the 31conversion date. We received $35,000 ~~2015~~in net proceeds from this transaction which we used for general working capital.

● On August ~~February 27~~19, 2015, we ~~sold~~issued ~~200,000~~a ~~shares~~10% ofConvertible ~~our~~Promissory ~~Common~~Note ~~Stock~~in tothe aaggregate ~~non-affiliate~~amount ~~for~~of $1029,~~000~~850. The note matures August 19, 2016 and is convertible at 50% to the lowest sale price of common stock in (i) 25 trading days immediately prior to the Original Issue Date or ~~$.05~~(ii) ~~per~~the ~~share~~25 trading days prior to the conversion date. ~~The~~We received $25,000 in net proceeds from this ~~sale~~transaction ~~were~~which we used for general working capital.

●Subsequent to OnJuly ~~March 3~~31, 2015, weapproximately ~~issued an aggregate of 50~~$28,~~000~~600 ~~shares~~ of ~~our~~principal ~~Common~~and ~~Stock~~interest towas aconverted ~~consultant~~into ~~representing~~an ~~the~~aggregate ~~February~~of ~~and~~71,500,000 ~~March~~shares ~~installments~~of ~~called for under the consulting agreement~~common stock.

● On February 12, 2015, we issued an 8% Original Issue Discount Convertible Promissory Note in the principal amount of $27,500 (the “February Note”) and a Common Stock Purchase Warrant for the purchase of 458,333 shares of our Common Stock to an entity (the “OID Warrant”). The February Note matures on July 9, 2016 and is convertible into shares of our Common Stock at a 60% discount to the lowest daily volume weighted average price of our Common Stock 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. The five-year OID Warrant is exercisable at $0.06 per share and contains provisions for a cashless exercise. We received net proceeds of $25,000 from this transaction after the payment of the original discount of $2,500. The proceeds from the sale of the securities are being used as working capital.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.	Date of Document	~~Date~~Name of Document	~~Name of Document~~
31.1	03/13/15	~~03/12/15~~Certification of Chief Executive Officer and Chief Financial Officer of Periodic Report pursuant to Rule 13a-14a and Rule 14d-14(a).*	Certification of Chief Executive Officer and Chief Financial Officer of Periodic Report pursuant to Rule 13a-14a and Rule 14d-14(a).*
32.1	03/13/15	~~03/12/15~~Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.*
101.INS	n/a	~~n/a~~XBRL Instance Document*	XBRL Instance Document*
101.SCH	n/a	~~n/a~~XBRL Taxonomy Extension Schema Document*	XBRL Taxonomy Extension Schema Document*
101.CAL	n/a	~~n/a~~XBRL Taxonomy Extension Calculation Linkbase Document*	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	n/a	~~n/a~~XBRL Taxonomy Extension Definition Linkbase Document*	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	n/a	~~n/a~~XBRL Taxonomy Extension Label Linkbase Document*	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	n/a	~~n/a~~XBRL Taxonomy Extension Presentation Linkbase Document*	XBRL Taxonomy Extension Presentation Linkbase Document*

Filed herewith.

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SIGNATURES

Pursuant to the requirements 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: ~~March~~ 12September 14, 2015

THE MARYJANE GROUP, INC.

By:	/s/	Joel C. Schneider
		Joel C. Schneider
		Chief Executive Officer
		Principal Executive Officer
		Chief Financial Officer
		Principal Financial Officer

2531

Filing Compare · MaryJane Group, Inc.