UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended September 30, 2014
	For the quarterly period ended June 30, 2015
[ ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from __________ to__________
	Commission File Number: 333-178482

Cannabis-Rx, Inc.

(Exact name of registrant as specified in its charter)


Nevada	30-0693512
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

7702 E Doubletree Ranch Rd. Ste 300 Scottsdale AZ 88258
(Address of principal executive offices)

480.902.3399 (Registrant’s telephone number) ~~________________________________________________________________~~_______________________________________________________ (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 [X] No

[ ] Yes [X] 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). [X] Yes [ ] 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.


[ ] Large accelerated filer	[ ] Accelerated filer
[ ] Non-accelerated filer	[X] Smaller reporting company

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

[State the number of shares outstanding of each of the issuer’s ]classes ~~Yes~~of ~~[X]~~common Nostock, as of the latest practicable date: 156,000,000 as of September 11, 2015

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 156,000,000 as of November 3, 2014

Table of Contents

TABLE OF CONTENTS
		Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	7
Item 4:	Controls and Procedures	7
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	910
Item 1A:	Risk Factors	910
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	910
Item 3:	Defaults Upon Senior Securities	910
Item 4:	Mine Safety Disclosures	910
Item 5:	Other Information	910
Item 6:	Exhibits	910

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our consolidated financial statements included in this Form 10-Q are as follows:

F-1	Consolidated Balance Sheets as of ~~September~~June 30, ~~2014~~2015 and December 31, ~~2013~~2014 (unaudited);
F-2	Consolidated Statements of Operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015 and ~~2013~~2014 (unaudited);
F-3	Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015 and ~~2013~~2014 (unaudited); and
F-4	Notes to Unaudited Consolidated Financial Statements.

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended ~~September~~June 30, ~~2014~~ 2015 are not necessarily indicative of the results that can be expected for the full year.

Table of Contents

CANNABIS-RX INC.

~~(FORMERLY LONGVIEW~~CONSOLIDATED ~~REAL~~BALANCE ~~ESTATE, INC.)~~SHEETS

~~CONSOLIDATED BALANCE SHEETS~~(unaudited)

(unaudited)

	June 30,			December 31,
	2015			2014
ASSETS
Real Estate Inventory
Properties held for sale	$	3,325,486		$	7,335,148
Properties under development		8,859,075			6,741,130
Real Estate Inventory		12,184,561			14,076,278

Properties held for investment
Buildings, net		656,123			672,465
Land		593,285			593,285
Properties held for investment, net		1,249,408			1,265,750

Cash		2,434,858			1,098,530
Rent Receivable		110,500			—
Prepaid income tax		25,000			—
Due from Berkshire Homes, Inc. – related party		52,496			156,968
Prepaid Expense		37,303			25,000
TOTAL ASSETS	$	16,094,126		$	16,622,526

LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable to related parties	$	20,459			10,420
Accounts payable and accrued expenses		39,500			72,991
Accrued interest		1,300,705			884,705
Security deposit		39,000			39,000
Option to purchase deposit		100,000			100,000
Promissory notes		16,250,000			16,250,000
Total Liabilities		17,749,664			17,357,116

Stockholders’ Deficit
Preferred stock, par value $0.0001, 50,000,000 authorized and 2,000,000 shares issued and outstanding on June 30, 2015 and December 31, 2014		200			200
Common stock, par value $0.0001, 1,500,000,000 shares authorized 156,000,000 and 156,000,000 shares issued and outstanding on June 30, 2015 and December 31, 2014, respectively		15,600			15,600
Additional paid-in capital		65,000			65,000
Share subscriptions receivable		(20,000	)		(20,000	)
Accumulated deficit		(1,716,338	)		(795,390	)
Total Stockholders' Deficit		(1,655,538	)		(734,590	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		16,094,126			16,622,526

	September 30,			December 31,
	2014			2013
ASSETS
Current Assets
Cash	$	1,695,511		$	2,186,879
Due from Berkshire Homes, Inc.		195,943			87,849
Real estate inventory		13,963,582			5,800,091
Total Current Assets		15,855,036			8,074,819
Real estate held for investment		1,256,501			—
TOTAL ASSETS	$	17,111,537		$	8,074,819
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable to related parties	$	18,589		$	10,420
Accounts payable and accrued expenses		58,476			35,868
Accrued interest		669,710			88,472
Security deposit		39,000
Option to purchase deposit		100,000
Promissory notes		4,250,000			4,200,000
Total Current Liabilities		5,135,775			4,334,760
Long term promissory notes		12,000,000			4,050,000
Total Liabilities		17,135,775			8,384,760
Stockholders’ Deficit
Preferred stock, par value $0.0001, 50,000,000 authorized and 2,000,000 and 0 shares issued and outstanding on September 30, 2014 and December 31, 2013, respectively		200			—
Common stock, par value $0.0001, 1,500,000,000 shares authorized 156,000,000 and 154,000,000 shares issued and outstanding on September 30, 2014 and December 31, 2013, respectively		15,600			15,400
Additional paid-in capital		65,000			43,400
Share subscriptions receivable		(20,000	)		—
Deficit accumulated during the development stage		(85,038	)		(368,741	)
Total Stockholders' Deficit		(24,238	)		(309,941	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		17,111,537			8,074,819

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

~~The accompanying notes are an integral part of these unaudited financial statements.~~F-1

~~F-1~~Table of Contents

~~Table~~CANNABIS-RX, ~~of Contents~~INC.

~~CANNABIS-RX, INC.~~CONSOLIDATED STATEMENTS OF OPERATIONS

(~~FORMERLY LONGVIEW REAL ESTATE, INC.~~unaudited)

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three months ended June 30, 2015			Three months ended June 30, 2014			Six months ended June 30, 2015			Six months ended June 30, 2014
REVENUES	$	2,509,422		$	2,776,131		$	8,731,157		$	3,629,631

RENTAL INCOME		55,250			—			110,500			—
TOTAL REVENUES		2,564,672			2,776,131			8,841,657			3,629,631
COST OF SALES		3,069,716			2,573,782			8,981,461			3,336,115
GROSS PROFIT (LOSS)		(505,044	)		202,349			(139,804	)		293,516

EXPENSES
Depreciation		8,168			—			16,336			—
Consulting fees		25,000			—			55,000			11,500
General and administrative		47,720			107,741			121,633			117,601
Marketing and public relations		7,696			—			8,525			—
Professional fees		17,626			18,555			40,479			26,849
Management fees and expenses		80,526			35,776			123,171			54,526
TOTAL EXPENSES		186,736			162,072			365,144			210,476

INCOME (LOSS) FROM OPERATIONS		(691,780	)		40,277			(504,948	)		83,040

OTHER INCOME (EXPENSE)
Interest expense		(208,000	)		(213,479	)		(416,000	)		(372,438	)
Gain on settlement of loan receivable					71,878						71,878
TOTAL OTHER INCOME (EXPENSE)		(208,000	)		(141,601	)		(416,000	)		(300,560	)

NET INCOME (LOSS)	$	(899,780	)	$	(101,324	)	$	(920,948	)	$	(217,520	)
NET INCOME (LOSS) PER SHARE: BASIC AND DILUTED	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		156,000,000			156,000,000			156,000,000			138,444,444

(Accompanying notes are an integral part of these unaudited) consolidated financial statements.

	Three months ended September 30, 2014			Three months ended September 30, 2013			Nine months ended September 30, 2014			Nine months ended September 30, 2013
REVENUES	$	5,944,150		$	—		$	9,573,781		$	—
COST OF SALES		5,092,800			—			8,428,915			—
GROSS PROFIT		851,350			—			1,144,866			—
EXPENSES
Consulting fees		—			—			11,500			12,080
General and administrative		83,238			6,927			200,839			18,894
Professional fees		4,225			4,700			31,074			32,210
Management fees and expenses		54,664			12,500			109,190			40,500
TOTAL EXPENSES		142,127			24,127			352,603			103,684
INCOME (LOSS) FROM OPERATIONS		709,223			(24,127	)		792,263			(103,684	)
OTHER INCOME (EXPENSE)
Interest expense		(208,000	)		(15,083	)		(580,438	)		(25,507	)
Gain on settlement of loan receivable		—			—			71,878			—
TOTAL OTHER INCOME ( EXPENSE)		(208,000	)		(15,083	)		(508,560	)		(129,191	)
NET INCOME (LOSS)	$	501,223		$	(39,210	)	$	283,703		$	(129,191	)
NET INCOME (LOSS) PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		156,000,000			154,000,000			155,800,000			175,274,275

F-2

~~The accompanying~~Table ~~notes are an integral part~~ of ~~these unaudited financial statements.~~Contents

F CANNABIS-2RX, INC.

~~Table~~CONSOLIDATED ofSTATEMENTS ~~Contents~~OF CASH FLOWS

~~CANNABIS-RX, INC.~~(unaudited)

(FORMERLY LONGVIEW REAL ESTATE, INC.)

	Six months ended June 30, 2015			Six months ended June 30, 2014

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(920,948	)	$	(217,520	)
Adjustments to reconcile net loss to net cash
used in operating activities
Gain on loan receivable		—			(71,878	)
Depreciation		16,336			—
Changes in assets and liabilities
Properties		1,891,717			(10,223,466	)
Accounts payable - related party		10,045			1,561
Accounts payable and accrued expenses		382,509			372,439
Receivable		(110,500	)		—
Prepaid expenses		(12,303	)		—
Income tax receivable		(25,000	)		—
Net cash provided by (used in) operating activities		1,231,856			(10,138,864	)

CASH FLOWS FROM INVESTING ACTIVITIES
Repayment from advances to Berkshire Homes, Inc.		104,472			—
Proceeds from loan receivable settlement		—			255,321
Loan receivable		—			(183,443	)
Net cash provided by investing activities		104,472			71,878

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of stock		—			2,000
Proceeds from promissory notes		—			8,000,000
Net cash provided by financing activities		—			8,002,000

NET CHANGE IN CASH		1,336,328			(2,064,986	)

CASH - BEGINNING OF PERIOD		1,098,530			2,186,879

CASH - END OF PERIOD	$	2,434,858		$	121,893

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	—		$	—
Cash paid for taxes	$	—		$	—

NON-CASH TRANSACTIONS:
Subscription receivable	$	—		$	20,000

~~CONSOLIDATED~~The accompanying notes are an integral ~~STATEMENTS~~part OFof ~~CASH~~these ~~FLOWS~~unaudited consolidated financial statements.

~~(unaudited)~~F-3

	Nine months ended September 30, 2014			Nine months ended September 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	283,703		$	(129,191	)
Non-cash working capital items
Adjustments to reconcile net loss to net cash used in operating activities
Changes in assets and liabilities
Prepaid expenses
Inventory		(8,163,491	)		(437,680	)
Accounts payable - related party		8,169			(29,333	)
Accounts payable and accrued expenses		603,846			6,167
Security deposit		39,000
Option to purchase deposit		100,000
Net cash used in operating activities		(7,128,773	)		(590,037	)
CASH FLOWS FROM INVESTING ACTIVITIES
Advances to Berkshire Homes, Inc.		(108,094	)		—
Real estate purchased for rental		(1,156,501	)		—
Net cash used in investing activities		(1,364,595	)		—
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of stock		2,000			—
Proceeds from promissory notes		8,000,000			4,250,000
Net cash provided by financing activities		8,002,000			4,250,000
NET CHANGE IN CASH		(491,368	)		3,659,963
CASH - BEGINNING OF PERIOD		2,186,879			2,685
CASH - END OF PERIOD	$	1,695,511		$	3,662,648
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	—		$	—
Cash paid for taxes	$	—		$	—
NON-CASH TRANSACTIONS:
Subscription receivable	$	20,000		$	—
Cancellation of common stock	$	—		$	3,300

Table of Contents

~~The accompanying~~CANNABIS-RX ~~notes are an integral part of these unaudited financial statements~~INC.

~~F-3~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Table of Contents~~(unaudited)

~~CANNABIS~~NOTE 1 -~~RX INC.~~ NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS

~~(FORMERLY LONGVIEW~~Organization ~~REAL~~and ~~ESTATE,~~Description ~~INC.)~~of Business

~~NOTES~~Cannabis-RX Inc. (the “Company”) was incorporated TOin ~~CONSOLIDATED~~Delaware ~~FINANCIAL~~on ~~STATEMENTS~~July 5, 2011. The business plan of the Company was to create a marketing and promotion platform for a stretch and fitness apparatus. On July 3, 2013, the Company changed its business to acquiring, improving and selling real property, and changed its name from L3 Corp. to Longview Real Estate, Inc. On January 30, 2014, the Company changed its name to Cannabis-Rx Inc. with the Company’s real estate business expanding to include the regulated cannabis industry by purchasing and selling real estate assets and leasing space and related facilities to licensed marijuana growers and dispensary owners for their operations. In addition, the Company plans to expand its business to provide financing and consulting services to the cannabis industry in addition to commercial real estate solutions.

The accompanying unaudited interim financial statements of Cannabis-RX, Inc. (~~Unaudited~~the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the Company’s audited 2014 annual financial statements and notes thereto filed on Form 10-K with the SEC. In the opinion of management, all adjustments, consisting of normal reoccurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods present have been reflected herein. The results of operation for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure required in the Company’s fiscal 2014 financial statements have been omitted.

NOTE 1 -2 ~~NATURE~~– OFGOING ~~OPERATIONS AND CONTINUANCE OF BUSINESS~~CONCERN

~~Organization~~These consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and ~~Description~~discharge its liabilities in the normal course of ~~Business~~business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $1,716,338 as of June 30, 2015. Further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans and/or private placement of common stock. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

~~Cannabis-RX~~NOTE ~~Inc. (the “Company”) was incorporated in Delaware on July 5, 2011. The business plan of the Company was to create a marketing and promotion platform for a stretch and fitness apparatus. On July~~ 3, 2013, the Company changed its business to acquiring, improving and selling real property, and changed its name from L3 Corp. to Longview Real Estate, Inc. On January 30, 2014, the Company changed its name to Cannabis-Rx ~~Inc.~~REAL ~~with~~ESTATE the Company’s real estate business expanding to include the regulated cannabis industry by purchasing and selling real estate assets and leasing space and related facilities to licensed marijuana growers and dispensary owners for their operations. In addition, the Company plans to expand its business to provide financing and consulting services to the cannabis industry in addition to commercial real estate solutions.INVENTORY

~~The accompanying~~Inventories ~~unaudited~~are ~~interim~~stated ~~financial~~at ~~statements of Cannabix-RX, Inc. (~~the ~~“Company”)~~lower ~~have been prepared in accordance with accounting principles generally accepted in the United States~~ of ~~America~~cost ~~and~~or ~~the~~market. ~~rules~~During of the ~~Securities~~current ~~and Exchange Commission,~~interim ~~and~~period, ~~should be read in conjunction with~~ the Company’s ~~audited~~received ~~2013~~net ~~annual~~proceeds ~~financial statements and notes thereto filed on Form 10-K with the SEC. In the opinion~~ of ~~management~~$1, ~~all adjustments~~891, ~~consisting of normal reoccurring adjustments, necessary~~717 ~~for~~from areal ~~fair~~estate ~~presentation~~properties ofpurchased ~~financial position and the results of operations~~ for ~~the interim periods present have been reflected herein~~resale. The results of operation for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure required in the Company’s fiscal 2013 financial statements have been omitted.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Inventory balance: 12/31/2014	14,076,278
Properties Sold:	(8,960,603	)
Properties Acquired:	7,068,886
Ending Balance: (6/30/15)	12,184,561

~~Revenue Recognition~~F-4

~~The Company~~Table ~~recognizes revenues when delivery~~ of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is reasonably assured.Contents

NOTE 34 –- ~~GOING~~PROMISSORY ~~CONCERN~~NOTES

~~These consolidated~~During ~~financial~~2013, ~~statements have been prepared on a going concern basis which assumes~~ the ~~Company will be able to realize~~ ~~its assets and discharge its liabilities in the normal course of business for the foreseeable future. The~~ Company ~~has~~borrowed ~~incurred losses since inception resulting in an accumulated deficit of~~ $85150,~~038~~000 asunder of2 ~~September~~notes ~~30,~~at ~~2014.~~18% ~~Further~~interest ~~losses~~per ~~are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern~~annum. The ~~ability~~notes tohave ~~continue~~matured asbut ahave ~~going~~not ~~concern~~been isdeclared ~~dependent upon the Company generating profitable operations~~ in ~~the future and/or~~default. toWe ~~obtain~~continue ~~the necessary financing~~ to ~~meet~~accrue ~~its~~interest ~~obligations~~at ~~and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over~~ the ~~next~~face ~~twelve months with loans and/or private placement of common stock~~amount. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

~~NOTE~~During 2013, the 4Company –borrowed ~~LOAN~~$8,100,000 ~~RECEIVABLE~~under 3 notes at 5% interest per annum. The promissory notes are unsecured and mature twenty-four months from their issuances.

On ~~March~~ 17January 27, 2014, the Company ~~loaned $183,443 to~~ issued a ~~Canadian~~promissory ~~medical~~note ~~marijuana~~in ~~company~~the inprincipal ~~New~~amount ~~Brunswick,~~of ~~Canada~~$4,000,000 ~~licensed~~at ~~by Health Canada under~~ the ~~Marijuana~~interest ~~for~~rate ~~Medical~~of ~~Purposes~~5% ~~Regulation.~~per Onannum ~~May~~and ~~15,~~due ~~2014,~~and ~~the~~payable ~~Company~~twenty ~~received~~four months from the ~~proceeds~~date onof ~~settlement~~issuance, ~~of the~~subject ~~loan~~to acceleration in the ~~amount~~event of $default ~~255,321.~~and ~~The~~may ~~additional~~be ~~proceeds~~prepaid ofin $whole ~~71,878~~or ~~has~~in ~~been~~part ~~recorded~~without ~~as other income on the statement of~~penalty ~~operations~~or premium.

~~NOTE~~ On February 19, 2014 the Company issued a promissory note in the principal amount of $4,000,000 at the interest rate of 5% -per ~~REAL~~annum ~~ESTATE~~and ~~INVENTORY~~due and payable twenty four months from the date of issuance, subject to acceleration in the event of default and may be prepaid in whole or in part without penalty or premium.

~~Inventories are~~On ~~stated~~March at27, 2014 the ~~lower~~Company ofentered ~~cost~~into ofa ~~market~~secured ~~using~~lending ~~the~~agreement ~~first-~~in the principal amount of $14,000,000 ~~first-out~~at ~~(FIFO)~~the ~~cost~~interest ~~method~~rate of ~~accounting.~~5% ~~During~~per ~~the~~annum ~~current~~and ~~interim period,~~due and payable twenty four months from the ~~Company~~date ~~paid~~of $8issuance,~~163,491~~ ~~for~~subject to ~~real~~acceleration ~~estate~~in ~~properties~~the ~~purchased~~event ~~for~~of ~~resale,~~default ~~net~~and ofmay ~~property~~be ~~dispositions~~prepaid in ~~the~~whole ~~period~~or in part without penalty or premium. No funds have been received from this agreement as of March 31, 2014.

~~F-4~~Total interest expense recorded on the notes for the periods ended June 30, 2015 and 2014 was $416,000 and $372,438.

~~Table~~NOTE of5 ~~Contents~~- RELATED PARTY TRANSACTIONS

~~NOTE~~As 6of -June ~~REAL~~30, ~~ESTATE~~2015, ~~HELD~~the ~~FOR~~Company ~~RENTAL~~had a balance of $20,459 owed to a director and officer for management fees and expenses paid on behalf of the Company.

~~Real estate~~During ~~held~~2014, ~~for~~the ~~investment~~Company isadvanced ~~recorded~~$156,968 atto ~~cost~~Berkshire ~~and~~Homes, Inc., isa ~~amortized~~public oncompany with a ~~straightline~~common ~~basis~~director ~~over~~and ~~39 years~~management. AsDuring the ~~building~~period, ~~was not~~the ~~available~~Company ~~for~~repaid ~~rent~~$104,472, ~~and~~of ~~rental~~the ~~payments~~outstanding advances. ~~did~~As ~~not~~of ~~commence~~June ~~until~~30, ~~October 2014~~2015, nothe ~~depreciation~~outstanding ~~has~~balance ~~been~~was ~~recorded~~$ ~~as at September 30~~52, ~~2014~~496.

~~NOTE 7~~The balances owed to or by related parties are unsecured, non-interest ~~PROMISSORY~~bearing ~~NOTES~~and repayable on demand.

~~On January 27, 2014 the Company issued a promissory note in the principal amount of $4,000,000 at the interest rate of~~ F-5~~% per annum and due and payable twenty four months from the date of issuance, subject to acceleration in the event of default and may be prepaid in whole or in part without penalty or premium.~~

~~On February~~Table ~~19, 2014 the Company issued a promissory note in the principal amount~~ of $4,000,000 at the interest rate of 5% per annum and due and payable twenty four months from the date of issuance, subject to acceleration in the event of default and may be prepaid in whole or in part without penalty or premium. Contents

~~On March~~Item ~~27,~~2. ~~2014~~Management’s ~~the~~Discussion ~~Company entered into a secured lending agreement in the principal amount of $14,000,000 at the interest rate of 5% per annum~~ and ~~due~~Analysis ~~and payable twenty four months from the date~~ of ~~issuance,~~Financial ~~subject~~Condition ~~to acceleration in the event of default~~ and ~~may~~Results ~~be prepaid in whole or in part without penalty or premium. No funds have been received from this agreement as~~ of ~~September~~ ~~30, 2014.~~Operations

~~Total interest~~Forward-Looking ~~expense recorded on the notes for the quarter was $208,000 and $ 580,438 for the three months and nine months ended September 30, 2014.~~Statements

~~NOTE~~Certain statements, other than purely historical information, 8including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking ~~COMMON~~statements.” ~~STOCK~~These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

~~On January 16, 2014, the~~ Company issued 2,000,000 shares of Series A Preferred Stock to a related party for total proceeds of $20,000. As the proceeds of the share issuance had not been received as of September 30, 2014 , the amount has been recorded as share subscription receivable.Overview

~~On January~~We 16were incorporated on July 5, ~~2014~~2011 in the State of Delaware. We are engaged in the business of acquiring a portfolio of distressed properties in certain strategic areas at deep discounts, rehabilitating these properties and selling or leasing them for the ~~Company~~quickest ~~issued~~and 2highest return possible. In conjunction with these real estate operations,~~000~~ in January 2014,~~000~~ ~~shares~~we began catering to the real estate needs of ~~common~~the ~~stock~~regulated cannabis industry, in states and other locations where such business is licensed and permitted. In this niche market, we plan to apurchase real estate assets and lease growing space and related ~~party~~facilities ~~for~~to ~~total~~licensed ~~proceeds~~marijuana ofgrowers ~~$2,000~~and dispensary owners for their operations.

~~NOTE~~To date, we have raised $16,250,000 through the sale of unsecured 9promissory -notes. ~~RELATED~~We ~~PARTY~~continue ~~TRANSACTIONS~~to seek out the best financing opportunities in order to deploy funds into our business operations that we believe best suited to the real estate industry, as well as pursue real estate opportunities in the cannabis industry.

~~During the~~Commercial ~~period,~~Real ~~the~~Estate Company incurred management fees of $54,526 to directors and officers of the Company. As of September 30, 2014, the Company had a balance of $18,589 owed to a director and officer for management fees and expenses paid on behalf of the Company.Solutions

~~During 2013~~We have been searching in Colorado, Washington, Florida and California or properties to acquire suited to the ~~Company~~cannabis ~~advanced~~industry. ~~$195,943~~We will continue to ~~Berkshire~~evaluate ~~Homes,~~and ~~Inc~~consider the purchase of industrial commercial buildings that are in the designated zoned areas of municipalities. To date, aafter ~~public~~extensive ~~company~~due ~~with~~diligence, we ahave ~~common~~acquired ~~director~~only ~~and~~two ~~management~~properties suited for cannabis use. AsFurthermore, the final use of ~~September 30,~~these ~~2014,~~properties ~~this~~is ~~balance~~not ~~remained~~limited ~~owed~~to the bycannabis ~~this~~industry. ~~related~~One ~~party~~of these properties was sold.

~~The~~In order to attract cannabis-related tenants to lease our ~~balances~~properties, ~~owed~~we are willing to orrenovate bythese ~~related~~spaces ~~parties~~based on the requirements of the business, and incorporate these additional costs into their lease. For example, if it is a grow facility we will provide significant electrical, HVAC, and security upgrades. Often these tenant improvements are ~~unsecured~~the responsibility of the leasee. Additionally, ~~non~~we are willing to facilitate these improvements by offering to consult on the build-~~interest~~out ~~bearing~~of their facility and/or ~~repayable~~capital based on ~~demand~~the needs of the tenant, the term of the lease, and their business model. However, after our due diligence certain projects were not pursed inasmuch as they failed to meet our underwriting standards.

~~NOTE~~In the marijuana space, tenants typically pay a 30 – 1040 percent premium to lease space to operate in, simply due to the nature of the business. We plan to offer our space at a lesser premium to the usual 30 - ~~SUBSEQUENT~~40 ~~EVENTS~~percent. Our targets are 20 - 30 percent. Notwithstanding, we have been unable to find properties in this space to meet this criteria, and we are finding that it is more difficult to obtain financing from reputable lenders as a result of our plans in the cannabis industry. We are considering reducing our focus in the cannabis space and refocusing our efforts to our primary business of real estate acquisitions and sales.

Except as provided below, in accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2014 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose. 4

~~During the~~Table ~~third~~of quarter, the Company’s subsidiary purchased a property for investment purposes. This property was leased with lease payments commencing October 1, 2014. It is a five year lease with two-five year options to extend. The monthly lease payment in the first year is $18,416.67 with 3% annual increases in years four and five. The lease is triple net. The tenants have an option to purchase the property and have deposited $100,000.Contents

~~F-5~~In Florida, we purchased and rehabilitated a 9.23 acre property totaling 209,000 square feet in a trio of industrial buildings to house cannabis operations. However, because the ballot measure did not receive 60% voter approval the measure failed. Regardless, we are confident in our ability to maximize the value of the asset and will market the property for sale.

~~Table~~At present, we have acquired 69 properties for a total cost of ~~Contents~~$25,350,652. Of the 69 properties, 51 have been rehabilitated and sold or are under contract for sale,7 have been rehabilitated and are listed for sale, and 0 properties are held for investment purposes. The remaining11 properties are in the process of rehabilitation, except for 0 properties that we hold for investment. To date, we now own three classes of real estate: single family, multi-family and commercial, all of which are located in Florida, Illinois, California, Ohio, Michigan, Arizona and Washington. Some of these properties are held by us and some are held in our wholly-owned subsidiary, Praetorian Capital, LLC, a Florida limited liability company formed on October 22, 2013. The one property we owned in Colorado has been sold.

~~Item 2.~~Financing ~~Management’s Discussion~~ and ~~Analysis~~Consulting ~~of Financial Condition and Results of Operations~~ Services

~~Forward~~While we continue to be willing to consider and provide financing and consulting services to the cannabis industry, in addition to our commercial real estate solutions, we have not undertaken such proposals based on our due diligence. We will continue to entertain financing options with licensed or existing operators within the marijuana industry that require start-~~Looking~~up, operating or expansion capital. As previously indicated, we have invested in two ~~Statements~~building designated to be used in the cannabis industry. We will also consider providing capital to current and potential tenants of our buildings that require funding to refinance current debt, as long as they meet our underwriting criteria. Additionally, we offer sale-and-leaseback financing arrangements with tenant purchase options. These types of financing solutions provide flexibility for our tenants long-term, while capitalizing their operations.

~~Certain statements,~~Through ~~other than purely historical information, including estimates, projections, statements relating to~~ our ~~business~~network ~~plans, objectives,~~of ~~and~~real ~~expected~~estate ~~operating~~experts ~~results, and the assumptions upon which those statements are based, are “forward~~-~~looking statements.”~~ ~~These forward-looking statements generally are identified by the words “believes~~legal,” ~~“project~~licensing,” ~~“expects,”~~construction ~~“anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,”~~ and ~~similar~~growing ~~expressions. Forward~~-~~looking~~ ~~statements~~we ~~are~~plan ~~based on current expectations and assumptions that are subject~~ to ~~risks~~provide ~~and~~consulting ~~uncertainties~~services ~~which may cause actual results~~ to ~~differ~~our ~~materially~~tenants ~~from~~in the ~~forward-looking~~marijuana ~~statements.~~industry ~~Our ability~~trying to ~~predict~~navigate ~~results or~~ the real ~~actual~~estate/zoning ~~effect~~process ~~of future plans~~ and/or ~~strategies~~regulatory ~~is inherently uncertain~~environment. ~~Factors~~We ~~which~~provide ~~could~~counsel ~~have a~~to ~~material~~help ~~adverse~~businesses ~~effect~~set onup ~~our~~their grow operations. ~~and future prospects on a consolidated basis include~~Specifically, we ~~but~~can ~~are~~provide ~~not~~guidance/counsel ~~limited~~regarding ~~to:~~construction ~~changes in~~management ~~economic~~and ~~conditions,~~grow ~~legislative/regulatory~~design ~~changes~~(electrical, ~~availability of capital~~HVAC, ~~interest rates~~lighting, ~~competition, and generally accepted accounting principles~~etc.). ~~These~~We ~~risks~~are ~~and uncertainties should~~ also ~~be considered in evaluating forward-~~ looking ~~statements~~into ~~and~~providing ~~undue reliance~~regulatory ~~should~~compliance ~~not be placed on such statements~~consulting.

~~Company~~ Results ~~Overview~~of Operations for the three and six months ended June 30, 2015 and 2014

We were incorporated on July 5, 2011 in the State of Delaware. We are engaged in the business of acquiring a portfolio of distressed properties in certain strategic areas at deep discounts, rehabilitating these properties and selling or leasing them for the quickest and highest return possible. In conjunction with our real estate operations, in January 2014, we began focusing on catering to the real estate needs of the regulated cannabis industry, in states and other locations where such business is licensed and permitted. In this niche market, we plan to purchase real estate assets and lease growing space and related facilities to licensed marijuana growers and dispensary owners for their operations.Revenues

~~Commercial~~We ~~Real~~generated ~~Estate~~sales ~~Solutions~~of $2,509,422 and rental income of $55,250 for the three months ended June 30, 2015, as compared with sales of $2,776,131 and $0 rental income for the same period ended 2014. We generated sales of $8,731,157 and rental incomeof $110,500 for the six months ended June 30, 2015, as compared with sales of $3,629,631 and $0 rental income for the same period ended 2014. We expect our sales to continue to climb in 2015 as we dispose of the properties that we have previously acquired.

~~We have~~Our ~~been~~cost ~~searching~~of insales ~~Colorado,~~totaled ~~Washington~~$3, ~~Florida~~069,716 ~~California,~~for ~~Michigan~~the ~~and~~three ~~Illinois~~months ended ~~for~~June ~~properties~~30, to2015, ~~acquire~~as tocompared ~~cater~~with to $2,573,782 for the ~~cannabis~~same ~~industry~~period ended 2014. Our ~~goal~~cost isof tosales ~~purchase~~totaled ~~light~~$8,981,461 ~~industrial~~for ~~commercial~~the ~~buildings~~six months ~~that~~ended ~~are~~June in30, ~~the~~2015, ~~right~~as ~~zoned~~compared ~~areas~~with of$3,336,115 for the ~~cities~~ ~~and~~same weperiod ~~usually~~ended ~~seek~~2014. ~~between~~Our 10costs of sales includes: purchase price,~~000~~ rental ~~and~~expenses, ~~about~~rehabilitation, ~~100~~escrow,~~000~~ ~~square~~closing ~~feet~~costs, and commissions.

~~In order~~We torecorded ~~attract~~a ~~cannabis-related~~gross ~~tenants~~loss toof ~~lease our properties~~$505,044 wefor ~~are willing to renovate these spaces based on~~ the ~~requirements~~three months ofended ~~the~~June ~~business~~30, ~~and incorporate these additional costs into their lease. For example~~2015, ifas itcompared iswith a ~~grow~~gross ~~facility~~profit weof ~~will~~$202,349 ~~provide significant~~for ~~electrical,~~the ~~HVAC,~~same ~~and~~period ~~security~~ended ~~upgrades~~2014. ~~Often~~We ~~these~~recorded ~~tenant~~a ~~improvements~~gross ~~are~~loss ~~the responsibility~~ of ~~the leasee. However~~$139,804 wefor ~~are~~the ~~willing~~six tomonths ~~facilitate~~ended ~~these~~June ~~improvements~~30, by2015, ~~offering~~as tocompared ~~consult~~with ona ~~the~~gross ~~build-out~~profit of ~~their facility and/or capital based on the needs of the tenant~~$293,516 ~~the~~for ~~term of~~ the ~~lease,~~same ~~and~~period ~~their~~ended ~~business model~~2014.

In the marijuana space, tenants typically pay a 30 – 40 percent premium to lease space to operate in, simply due to the nature of the business. We plan to offer our space at a lesser premium to the usual 30 - 40 percent. Our targets are 20 - 30 percent.5

~~In Florida,~~Table ~~we recently purchased a 9.23 acre property totaling 209,000 square feet in a trio~~ of industrial buildings to house cannabis operations. However, because the ballot measure did not receive 60% voter approval the measure failed. Regardless, we are confident in our ability to maximize the value of the asset and will market the property for sale.Contents

~~We have~~Operating ~~also purchased properties in California and Illinois that we believe are well suited for a licensed grow facility and/or distribution center.~~Expenses

ToOperating expenses increased to $186,736 for the three months ~~date~~ended June 30, we2015 ~~have~~compared ~~raised~~to $16162,~~000~~072 for the three months ended June 30,~~000~~ ~~through~~2014. Our operating expenses for the ~~sale~~three ofmonths ended ~~unsecured~~June ~~promissory~~30, ~~notes~~2015 consisted of general and weadministrative ~~have~~expenses ~~access~~of to$47,720, anmanagement ~~additional~~fees and expenses of $1480,~~000~~526,~~000.~~ professional Wefees ~~continue~~of to$17,626, ~~seek~~deprecation ~~out~~of ~~the~~$8,168, ~~best~~consulting ~~financing~~fees ~~opportunities~~of in$25,000 ~~order~~and tomarketing ~~deploy~~and ~~funds~~public ~~into~~relations ~~business~~fees ~~operations~~of ~~that~~$7,696. weIn ~~believe best~~comparison, ~~suited~~our inoperating expenses for the ~~cannabis~~three ~~industry~~months ended June 30, as2014 ~~well~~consisted asof ~~continue~~management tofees ~~pursue~~of ~~our~~$35,776, ~~real~~professional ~~estate~~fees ~~activities~~of $18,555 and general and administrative expenses of $107,741.

~~At present,~~Operating weexpenses ~~have~~increased ~~acquired~~to 55$365,144 ~~properties~~ for athe ~~total~~six ~~cost~~months ended ofJune ~~$16~~30,~~385,292.~~ Of2015 ~~the~~compared 55to ~~properties~~$210,476 28for ~~have~~the ~~been~~six ~~rehabilitated~~months ~~and~~ended ~~sold or~~June ~~are under contract for sale~~30, 102014. ~~have~~Our ~~been~~operating ~~rehabilitated~~expenses ~~and are listed~~ for ~~sale,~~the ~~and~~six ~~one~~months ~~property is held~~ended ~~for~~June ~~investment~~30, ~~purposes.~~2015 ~~The~~consisted ~~remaining~~of 16general ~~properties~~and ~~are~~administrative inexpenses ~~the~~of ~~process~~$121,633, ofmanagement ~~rehabilitation.~~fees Asand expenses of ~~September 30~~$123, ~~2014~~171, ~~we now own~~professional ~~three~~fees ~~classes~~ of ~~real~~$40,479, ~~estate:~~deprecation ~~single~~of ~~family~~$16,336, ~~multi-family~~consulting ~~and~~fees ~~commercial~~of $55,000 ~~all~~and ofmarketing ~~which~~and ~~are~~public ~~located~~relations infees ~~Florida,~~of ~~Illinois~~$8,525. ~~California~~In comparison, ~~and~~our ~~Washington.~~operating ~~Some~~expenses offor ~~these~~the ~~properties~~six ~~are~~months ~~held~~ended byJune us30, ~~and~~2014 ~~some~~consisted ~~are~~of ~~held~~management infees ~~our~~of ~~wholly-owned subsidiary~~$54,526, ~~Praetorian~~professional ~~Capital~~fees of $26, ~~LLC~~849, general aand ~~Florida~~administrative ~~limited~~expenses ~~liability~~of ~~company~~$117,601 ~~formed~~and onconsulting ~~October~~fees ~~22,~~of ~~2013~~$11,500.

4We anticipate our operating expenses will increase as we continue our business operations. The increase will be attributable to administrative and operating costs associated the acquisition, renovation and sale of residential properties and the professional fees associated with our reporting obligations under the Securities Exchange Act of 1934.

~~Table~~Interest ~~of Contents~~Expenses

~~Financing~~Interest expenses increased to $208,000 for the three months ~~and~~ended ~~Consulting~~June ~~Services~~30, 2015, from $213,479 for the three months ended June 30, 2014. Interest expenses increased to $416,000 for the six months ended June 30, 2015, from $372,438 for the six months ended June 30, 2014. We expect that interest expenses will increase as we plan to take on more debt to finance our property acquisitions resulting in higher interest expenses.

~~We also~~Net intend to expand our business in the next twelve months to provide financing and consulting services to the cannabis industry in addition to our commercial real estate solutions. We plan to provide financing options with licensed or existing operators within the marijuana industry that require start-up, operating or expansion capital. We recently invested in a licensed grow operation that needed funding to finish construction on their facility in order to commence operations. We will also provide capital to current and potential tenants of our buildings that require funding to refinance current debt, as long as they meet our underwriting criteria. Additionally, we offer sale-and-leaseback financing arrangements with tenant purchase options. These types of financing solutions provide flexibility for our tenants long-term, while capitalizing their operations.Loss

~~Through our~~We ~~network~~recognized ofa ~~real~~net ~~estate~~loss ~~experts~~of ~~- legal~~$899,780 ~~licensing,~~for ~~construction~~the ~~and~~three ~~growing~~months ended -June we30, ~~plan~~2015, tocompared ~~provide consulting services~~ to ~~our tenants~~a innet ~~the~~loss ~~marijuana~~of ~~industry~~$101,324 ~~trying~~for ~~to navigate~~ the ~~real~~three ~~estate/zoning~~months ~~process~~ended ~~and/or~~June ~~regulatory~~30, ~~environment~~2014. We ~~provide counsel~~recognized toa ~~help~~net ~~businesses~~loss ~~set~~of up$920,948 for ~~their~~the ~~grow~~six ~~operations.~~months ~~Specifically,~~ended weJune ~~can~~30, ~~provide~~2015, ~~guidance/counsel~~compared ~~regarding~~to ~~construction management~~a ~~and~~net ~~grow~~loss ~~design~~of ~~(electrical~~$217,520 ~~HVAC,~~for ~~lighting,~~the ~~etc.).~~six Wemonths ~~are~~ended ~~also~~June ~~looking~~30, ~~into providing regulatory compliance consulting~~2014.

~~Results of~~Liquidity ~~Operations for the three~~ and ~~nine~~Capital ~~months ended September 30, 2014 and 2013~~ Resources

~~Revenues~~As of June 30, 2015, we had total assets of $16,094,126 consisting mostly of cash and our real property inventory. We had total liabilities of $17,749,664 as of June 30, 2015.

~~We generated~~Operating ~~sales~~activities ofprovided $51,~~944~~231,~~150~~856 ~~and~~in ~~$9,573,781~~cash for the six ~~three and nine~~ months ended ~~September~~June 30, ~~2014~~2015, ~~respectively.~~as ~~We achieved~~compared awith ~~gross profit of~~ $~~851~~10,~~350 and $1~~138,~~144,866~~864 used for the ~~three~~six ~~and nine~~ months ended ~~September~~June 30, 2014~~, respectively~~. ~~We expect~~Our ~~our~~positive ~~revenues~~operating cash toflow ~~climb~~for ~~in the final quarter of 2014 and into~~ 2015 aswas wemainly ~~dispose~~a result of ~~the~~our ~~properties~~real ~~that~~property ~~we have previously acquired~~inventory.

~~Operating~~Investing activities provided $104,472 in cash for the six ~~Expenses~~months ended June 30, 2015, as compared with $71,878 provided for the six months ended June 30, 2014. Our positive investing cash flow for the six months ended June 30, 2015 was mainly a result of payment received on advances from Berkshire Homes, Inc.

~~Operating expenses~~Financing ~~increased~~activities ~~to $142,127~~ for the ~~three~~six months ended ~~September~~June 30, 2015 ~~2014~~generated ~~from~~ $~~24,127~~0 ~~for~~in ~~the three months ended September 30~~cash, ~~2013.~~as ~~Our~~compared ~~operating~~with ~~expenses~~cash ~~for~~flows ~~the~~provided ~~three~~by ~~months~~financing ~~ended~~activities ~~September 30, 2014 consisted~~ of ~~management fees and expenses of~~ $548,~~664~~002, ~~professional~~000 ~~fees of $4,225 and general and administrative expenses of $83,238. In comparison, our operating expenses~~ for the ~~three~~ six months ended June ~~September~~ 30, ~~2013 consisted of professional fees in the amount of $4,700, management fees and expenses of $12,500, and general and administrative expenses of $6,927~~2014.

~~Operating expenses~~To ~~increased to $352~~date,~~603~~ ~~for~~we ~~the~~have ~~nine~~raised ~~months ended September 30, 2014 from~~ $~~103~~16,~~684~~ ~~for the nine months ended September 30~~250,000 ~~2013.~~through ~~Our operating expenses for~~ the ~~nine~~sale ~~months ended September 30, 2014 consisted~~ of unsecured ~~management~~promissory ~~fees~~notes. ~~and~~We ~~expenses~~continue ofto ~~$109,190, consulting~~seek ~~fees~~out ofthe ~~$11,500,~~best ~~professional~~financing ~~fees~~opportunities ofin ~~$31,074~~order ~~and~~to ~~general~~deploy ~~and~~funds ~~administrative~~into ~~expenses~~business ~~of $200,839. In comparison, our~~operations ~~operating~~that ~~expenses~~we ~~for~~believe ~~the~~best ~~nine~~suited ~~months ended September 30, 2013 consisted of professional fees~~ in the ~~amount~~cannabis ~~of $32~~industry,~~210,~~ ~~management fees~~as ~~and~~well ~~expenses~~as ofcontinue ~~$40,500,~~to ~~consulting~~pursue ~~fees~~our ofreal ~~$12,080,~~estate ~~and general and administrative expenses of $18,894~~activities.

~~We anticipate~~As ~~our~~of ~~operating~~June ~~expenses~~30, ~~will~~2015, ~~increase~~we ashad $2,434,858 in cash. With the cash on hand, we ~~continue~~have sufficient cash to operate our business ~~operations.~~at ~~The~~the ~~increase~~current ~~will~~level befor ~~attributable~~the tonext ~~administrative~~twelve months. Our plan, however, is to acquire more properties, and ~~operating~~to ~~costs~~do ~~associated~~this, ~~with~~we intend to fund our ~~new~~expansion ~~cannabis~~through ~~real~~debt ~~estate~~and/or ~~related~~equity ~~activities,~~financing arrangements. We do not have any formal commitments or arrangements for the ~~acquisition,~~sales ~~renovation~~of ~~and~~stock ~~sale~~or the advancement or loan of ~~residential~~funds at this time. ~~properties~~There ~~and~~can ~~the~~be ~~professional~~no ~~fees~~assurance ~~associated~~that ~~with~~such ~~our~~additional ~~reporting~~financing ~~obligations~~will ~~under~~be ~~the~~available ~~Securities~~to ~~Exchange~~us ~~Act~~on ofacceptable ~~1934~~terms, or at all.

~~Other Expenses~~6

~~Interest expenses~~Table increased to $208,000 and $580,438 for the three and nine months ended September 30, 2014, respectively, from $15,083 and $25,507 for the three and nine months ended September 30, 2013, respectively. The increase is attributable to the increase in long-term promissory notes. We realized a one-time settlement for income of ~~$71,878 in the nine months ended September 30, 2014. We do not expect to realize any additional other income for the foreseeable future.~~Contents

~~Net Income~~Going ~~(Loss)~~Concern

WeThe accompanying financial statements have been prepared ~~recognized~~on ~~net~~a ~~income~~going concern basis which assumes we will be able to realize our assets and discharge our liabilities in the normal course of ~~$501,223~~business for the ~~three~~foreseeable ~~months~~future. ~~ended~~We ~~September~~have ~~30,~~incurred ~~2014,~~losses ~~compared~~since toinception aresulting ~~net~~in ~~loss~~an accumulated deficit of $391,~~210~~716,338 as ~~for~~of June 30, 2015 and further losses are anticipated in the ~~three~~development of our business raising substantial doubt about our ability ~~months~~to ~~ended~~continue ~~September~~as ~~30,~~a ~~2013~~going concern. WeThe ~~recognized~~ability ~~net~~to ~~income~~continue ofas ~~$283,703~~a ~~for~~going concern is dependent upon generating profitable operations in the ~~nine~~future ~~months~~and/or ~~ended~~to ~~September~~obtain ~~30,~~the ~~2014,~~necessary ~~compared~~financing to meet our obligations and repay our liabilities arising from normal business aoperations ~~net~~when ~~loss~~they ofcome ~~$129,191~~due. ~~for~~Management anticipates financing operating costs over the ~~nine~~next twelve months ~~ended~~with ~~September~~loans 30and/or private placement of common stock. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, ~~2013~~or amounts and classification of liabilities that might result from this uncertainty.

5Critical Accounting Policies

~~Table~~In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of ~~Contents~~a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

~~Liquidity~~Our critical accounting policies are set forth in Note 2 ~~and~~to ~~Capital~~the ~~Resources~~financial statements.

~~As of~~Recently ~~September~~Issued ~~30,~~Accounting 2014, we had total current assets of $15,855,036, consisting of cash of $1,695,511, a receivable from Berkshire Homes, Inc. of $195,943 and our real property inventory of $13,963,582. We had current liabilities of $5,135,775 as of September 30, 2014. Accordingly, we had working capital of $10,719,261 as of September 30, 2014.Pronouncements

~~Operating activities~~We ~~used~~do ~~$7,128,773~~not inexpect ~~cash for~~ the ~~nine~~adoption ~~months~~of ~~ended~~recently ~~September~~issued ~~30,~~accounting pronouncements ~~2014,~~to ashave ~~compared~~a ~~with~~significant ~~$590,037~~impact ~~used~~on ~~for~~our ~~the~~results ~~nine~~of ~~months ended September 30~~operations, ~~2013.~~financial ~~Our~~position ~~negative~~or ~~operating~~ cash flow ~~for September 30, 2014 was mainly a result of the increase in our real property inventory~~.

~~Investing activities~~Off ~~used~~Balance ~~$1,364,595~~Sheet inArrangements ~~cash for the nine months ended September 30, 2014, as compared with $-0- used for the nine months ended September 30, 2013. This is mainly attributable to purchase of a property held for investment.~~

~~Financing activities~~As ~~for the nine months ended September 30, 2014 provided $8,002,000 in cash, as compared with cash flows provided by financing activities~~ of ~~$4,250,000~~June ~~for the nine months ended September~~ 30, ~~2013. Our positive cash flow from financing activities for the nine months ended September 30~~2015, ~~2014~~there ~~was~~were ~~mainly~~no ~~the~~off ~~result~~balance ofsheet ~~proceeds from the issuance of promissory notes~~arrangements.

~~We have~~Item ~~raised~~3. ~~$16,000,000~~Quantitative ~~through the sale of unsecured promissory notes~~ and weQualitative ~~have~~Disclosures ~~access~~About toMarket an additional $14,000,000. We continue to seek out the best financing opportunities in order to deploy funds into business operations that we believe best suited in the cannabis industry, as well as continue to pursue our real estate activities.Risk

~~We have~~A ~~enough~~smaller ~~available~~reporting ~~capital~~company tois ~~operate~~not ~~our~~required ~~business~~to ~~for~~provide the information ~~next~~required 12by ~~months~~this Item.

~~Going Concern~~Item 4. Controls and Procedures

~~The accompanying~~Disclosure ~~financial~~Controls ~~statements have been prepared on a going concern basis which assumes we will be able to realize our assets~~ and discharge our liabilities in the normal course of business for the foreseeable future. We have incurred losses since inception resulting in an accumulated deficit of $85,038 as of September 30, 2014 and further losses are anticipated in the development of our business raising substantial doubt about our ability to continue as a going concern. The ability to continue as a going concern is dependent upon generating profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management anticipates financing operating costs over the next twelve months with loans and/or private placement of common stock. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.Procedures

~~Critical~~We conducted an evaluation, with the participation of our ~~Accounting~~Chief ~~Policies~~Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of June 30, 2015, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2015, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described below.

~~In December~~Our ~~2001,~~principal ~~the~~executive ~~SEC~~officers ~~requested~~do not expect that our disclosure controls or internal controls will prevent all ~~registrants~~error ~~list~~and ~~their~~all ~~most~~fraud. ~~“critical~~Although ~~accounting~~our ~~polices”~~disclosure incontrols ~~the~~and ~~Management~~procedures were designed ~~Discussion~~to provide reasonable assurance of achieving their objectives and ~~Analysis.~~our ~~The~~principal ~~SEC~~executive ~~indicated~~officers have determined that our disclosure controls and procedures are effective at doing so, a ~~“critical~~control ~~accounting~~system, ~~policy”~~no ismatter ~~one~~how ~~which~~well isconceived ~~both~~and ~~important~~operated, tocan ~~the~~provide only ~~portrayal~~reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a ~~company’s~~control ~~financial~~system ~~condition~~must ~~and~~reflect the ~~results~~fact that there are resource constraints, and ~~requires~~the ~~management’s~~benefits ~~most~~of ~~difficult,~~controls ~~subjective~~must orbe considered relative to their costs. Because ~~complex~~of ~~judgments~~the inherent limitations in all control systems, ~~often~~no asevaluation aof ~~result~~controls can provide absolute assurance that all control issues and instances of fraud, if any, within the ~~need~~Company tohave ~~make~~been ~~estimates~~detected. ~~about~~These inherent limitations include the ~~effect~~realities ofthat ~~matters~~judgments in decision-making can be faulty, and that ~~are~~breakdowns ~~inherently~~can ~~uncertain~~occur because of simple error or mistake. Additionally, controls can Webe circumvented if there exists in an individual a desire to do ~~not~~so. ~~believe~~There can be no assurance that any ~~accounting~~design ~~policies~~will ~~currently~~succeed ~~fit~~in ~~this~~achieving its ~~definition~~stated goals under all potential future conditions.

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~~Recently~~Remediation Plan to Address the Material Weaknesses in ~~Issued~~Internal ~~Accounting~~Control ~~Pronouncements~~over Financial Reporting

WeA material weakness is a deficiency, or a combination of dodeficiencies, 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 ~~expect~~be prevented or detected on a timely basis. Management identified the ~~adoption~~following three ofmaterial ~~recently~~weaknesses ~~issued~~that ~~accounting~~have ~~pronouncements~~caused management to ~~have~~conclude athat, ~~significant~~as ~~impact~~of onJune 30, 2015, our ~~results~~disclosure ofcontrols ~~operations~~and procedures, and our internal control over financial ~~position~~reporting, orwere ~~cash~~not ~~flow.~~effective at the reasonable assurance level:

~~Off~~1. ~~Balance~~We ~~Sheet~~do ~~Arrangements~~not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act as of the period ending June 30, 2015. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

As2. We do not have sufficient segregation of ~~September~~duties 30within accounting functions, ~~2014~~which is a basic internal control. Due to our size and nature, ~~there~~segregation ~~were~~of noall ~~off~~conflicting ~~balance~~duties ~~sheet~~may ~~arrangements~~not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

~~Item~~ 3. ~~Quantitative~~ Effective controls over the control environment were not maintained. Specifically, a formally adopted written code of business conduct and ~~Qualitative~~ethics ~~Disclosures~~that ~~About~~governs ~~Market~~our ~~Risk~~employees, officers, and directors was not in place. Additionally, management has not developed and effectively communicated to employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, our Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

~~A smaller~~To ~~reporting~~address ~~company~~these ismaterial ~~not~~weaknesses, ~~required~~management performed additional analyses and other procedures to ~~provide~~ensure that the ~~information~~financial ~~required~~statements byincluded herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the financial statements included in this ~~Item~~report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

~~Item~~To remediate the material weakness in our documentation, ~~4. Controls~~evaluation and ~~Procedures~~testing of internal controls we plan to engage a third-party firm to assist us in remedying this material weakness once resources become available.

~~Disclosure~~We intend to remedy our material weakness with regard to ~~Controls~~insufficient ~~and~~segregation ~~Procedures~~of duties by hiring additional employees in order to segregate duties in a manner that establishes effective internal controls once resources become available.

~~We conducted~~Changes ~~an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined~~ in ~~Rules~~Internal ~~13a-15(e)~~Control ~~and~~over 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of September 30, 2014, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial ~~Officer~~ ~~have concluded that as of September 30, 2014, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described below.~~Reporting

~~Our principal~~No ~~executive~~change ~~officers~~in ~~do not expect that~~ our ~~disclosure~~system ~~controls~~of or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officers have determined that our disclosure controls and procedures are effective at doing so, a control ~~system,~~ noover ~~matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of~~financial ~~the~~reporting ~~system~~occurred ~~are~~during ~~met. Further,~~ the ~~design~~period ofcovered aby ~~control~~this ~~system must reflect the fact that there are resource constraints~~report, ~~and~~ the ~~benefits~~ ofperiod ~~controls~~ended ~~must~~June ~~be considered relative to their costs. Because of the inherent limitations in all control systems~~30, ~~no evaluation of controls can provide absolute assurance that all control issues and instances of fraud~~2015, ~~if any, within the Company have been detected. These inherent limitations include the realities~~ that ~~judgments~~has inmaterially ~~decision-making can be faulty~~affected, ~~and that~~or ~~breakdowns~~is ~~can~~reasonably ~~occur~~likely ~~because~~to ofmaterially ~~simple error or mistake. Additionally~~affect, ~~controls~~our ~~can~~internal becontrol ~~circumvented~~over iffinancial ~~there exists in an individual a desire to do so~~reporting. ~~There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.~~

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~~Remediation Plan~~PART toII ~~Address~~– ~~the~~OTHER ~~Material Weaknesses in Internal Control over Financial Reporting~~INFORMATION

~~A material~~Item 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 basis1. ~~Management~~Legal identified the following three material weaknesses that have caused management to conclude that, as of September 30, 2014, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level:Proceedings

• We doare not ~~have~~a ~~written~~party ~~documentation~~to ofany ~~our~~pending ~~internal~~legal ~~control policies and procedures~~proceeding. ~~Written~~We ~~documentation~~are not ofaware ~~key internal controls over financial reporting is a requirement~~ of ~~Section~~any ~~404~~pending oflegal ~~the~~proceeding ~~Sarbanes-Oxley~~to ~~Act~~which asany of ~~the~~our ~~period~~officers, ~~ending September 30~~directors, ~~2014.~~or ~~Management~~any ~~evaluated~~beneficial ~~the~~holders ~~impact~~ of ~~our~~5% ~~failure~~or tomore ~~have written documentation~~ of our voting ~~internal~~securities ~~controls~~are ~~and~~adverse ~~procedures~~to onus ~~our~~or ~~assessment~~have ofa ~~our~~material ~~disclosure~~interest ~~controls~~adverse ~~and~~to ~~procedures and has concluded that the control deficiency that resulted represented a material weakness~~us.

•Item We1A:Risk do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.Factors

•A ~~Effective~~smaller ~~controls~~reporting ~~over~~company ~~the~~is ~~control environment were~~ not ~~maintained.~~required Specifically, a formally adopted written code of business conduct and ethics that governs our employees, officers, and directors was not in place. Additionally, management has not developed and effectively communicated to ~~employees~~provide ~~its~~the information ~~accounting~~required ~~policies~~by ~~and~~this procedures. This has resulted in inconsistent practices. Further, our Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item ~~407(d)(5)(ii) of Regulation S-K~~. ~~Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.~~

~~To address~~Item ~~these~~2. ~~material~~Unregistered ~~weaknesses,~~Sales ~~management~~of ~~performed~~Equity ~~additional~~Securities ~~analyses~~ and ~~other~~Use ~~procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results~~ of operations and cash flows for the periods presented. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.Proceeds

To remediate the material weakness in our documentation, evaluation and testing of internal controls we plan to engage a third-party firm to assist us in remedying this material weakness once resources become available.None

~~We intend~~Item to3. ~~remedy~~Defaults ~~our~~upon ~~material~~Senior weakness with regard to insufficient segregation of duties by hiring additional employees in order to segregate duties in a manner that establishes effective internal controls once resources become available.Securities

~~Changes in Internal Control over Financial Reporting~~None

~~No change~~Item in4. ~~our~~Mine ~~system~~Safety of internal control over financial reporting occurred during the period covered by this report, the period ended September 30, 2014, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.Disclosures

8N/A

~~Table~~Item of5. ~~Contents~~Other Information

~~PART II – OTHER INFORMATION~~None

Item 1 6. ~~Legal Proceedings~~Exhibits

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.


Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 formatted in Extensible Business Reporting Language (XBRL).
	**Provided herewith

~~Item 1A:Risk Factors~~9

~~A smaller~~Table ~~reporting~~of ~~company is not required to provide the information required by this Item.~~Contents

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

~~None~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Item 3. Defaults upon Senior Securities


	Cannabis-Rx, Inc.
Date:	September 25, 2015
By:	/s/ Llorn Kylo
	Llorn Kylo
Title:	President, Chief Executive Officer, and Director

~~None~~10

Item 4. Mine Safety Disclosures

N/A

Item 5. Other Information

None

Item 6. Exhibits

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 formatted in Extensible Business Reporting Language (XBRL).
	**Provided herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Cannabis-Rx, Inc.
Date:	November 13, 2014
By:	/s/ Llorn Kylo
	Llorn Kylo
Title:	President, Chief Executive Officer, and Director

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