UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: August 31, 2022
For the quarterly period ended: November 30, 2022
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: _____________ to _____________ Commission File Number: 000-56250

MJ Harvest, Inc.

(Exact name of registrant as specified in its charter)

Nevada		82-3400471
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation)		Identification No.)

9205 W. Russell Road, Suite 240, Las Vegas, Nevada 89148-1425

(Address of Principal Executive Office) (Zip Code)

(954) 519-3115

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered.
None

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 ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ 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. 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	☒
Emerging growth company	☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

The number of shares of the issuer’s Common Stock outstanding as of ~~August~~January 3126, ~~2022~~2023, is 4445,~~854~~534,~~737~~860.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements. Attached after signature page.

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

Certain statements in this Report constitute “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause such a differences include, among others, uncertainties relating to general economic and business conditions; industry trends; changes in demand for our products and services; uncertainties relating to customer plans and commitments and the timing of orders received from customers; announcements or changes in our pricing policies or that of our competitors; unanticipated delays in the development, market acceptance or installation of our products and services; changes in government regulations; availability of management and other key personnel; availability, terms and deployment of capital; relationships with third-party equipment suppliers; inflation, the war in Ukraine, supply chain slowdowns, reoccurring Covid-19 outbreaks both nationally and internationally, particularly in China, and worldwide political stability and economic growth. The words “believe,” “expect,” “anticipate,” “hope,” “intend” and “plan” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.

Results of Operations

Three Months Ended ~~August~~November 3130, 2022 compared with the Three Months Ended ~~August~~November 3130, 2021

The narrative comparison of results of operations for the three-month periods ended ~~August~~November 3130, 2022 and 2021, is based on the following table.

	August 31, 2022			August 31, 2021
	November 30, 2022			November 30, 2021
REVENUE	$	44124,~~718~~487		$	7448,~~685~~367
COST OF REVENUE		8335,~~071~~280			2016,~~129~~240
Cost of revenue as a % of total revenue		~~186~~28	%		2734	%
Gross Profit (Loss)		(38,353	)		54,556
Gross Profit		89,207			32,127
Gross profit as a % of revenue		~~(86~~72	%)		7366	%
OPERATING EXPENSES
Officer and director compensation		9575,000			~~135~~203,~~000~~785
General and administrative		~~187~~412,~~770~~835			2638,~~354~~519
Professional fees and contract services		6197,~~517~~013			7479,~~893~~372
Advertising and promotion		3(9,~~117~~126	)		~~279~~67,~~857~~516
Total operating expenses		~~347~~575,~~404~~722			~~516~~389,~~104~~192
NET LOSS FROM OPERATIONS		(385,757	)		(461,548	)
Loss from operations		(486,515	)		(357,065	)
Other income (expense)		(951,304	)		(132,812	)
NET LOSS	$	(1,437,819	)	$	(489,877	)

Revenues in the quarter ended ~~August~~November 3130, 2022 ~~decreased~~increased when compared to the same period in 2021. The ~~decrease~~increase is largely attributable to an intensified effort to bring our Colorado and California facilities online. WeIn ~~do not anticipate that~~ the ~~short-term~~quarter decrease in sales will continue for long, as sales ramp up in our Colorado and California facilities, and we expect to see an increase in sales of farm implements and plant nutrients in the fiscal year ended ~~May 31,~~November ~~2023. In this quarter~~30, ~~the Company generated $38~~2022,~~652~~ ~~in sales of cannabis products at our Colorado facility. The Colorado facility was newly opened in our previous fiscal fourth quarter and was in~~ the ~~very early stage of commencing sales activities. We expect a slow ramp up of sales of cannabis products through the remainder of calendar year 2022. The~~ Company generated $5124,~~316~~346 in sales of cannabis products ~~at our California facility, with the first sales occurring in August 2022~~.

2Cost of revenues also increased in the quarter ended November 30, 2022 when compared with the same period in 2021. The increase is attributable to the costs incurred in our Colorado and California operations. In the three months ended November 30, 2022, we incurred operating costs associated with setting up and documenting our manufacturing processes and producing test batches of products to verify our systems were generating expected results at our Colorado and California facilities. During this phase, we did not produce significant quantities of product for resale. The production expenses of the test batches were, however, recorded as manufacturing costs. We expect margins to improve on our cannabis product lines in the coming periods as our manufacturing processes are standardized and our need to run test batches and adjust processes decreases.

Cost of revenues as a percentage of sales increased in the quarter ended August 31, 2022, when compared with the same period in 2021. The increase is attributable to the costs incurred in our Colorado and California operations. In the three months ended August 31, 2022, we incurred operating costs associated with setting up and documenting our manufacturing processes and producing test batches of products to verify our systems were generating expected results at our Colorado and California facilities. During this phase, we did not produce significant quantities of product for resale. The production expenses of the test batches were, however, recorded as manufacturing costs. We expect margins to improve on our cannabis product lines in the coming periods as our manufacturing processes are standardized and our need to run test batches and adjust processes decreases. 2

Our General and Administrative costs (“G&A”) increased in the quarter ended ~~August~~November 3130, 2022, compared with the same period in ~~the prior year~~2021. The increase in G&A costs were primarily due to our decision to further develop our cannabis business through acquisition of the Colorado and California facilities and the related costs of setting up geographically disbursed manufacturing operations, in particular rent expense. Our advertising and promotion costs decreased significantly when compared to the same reporting period in the previous year.

~~Net~~Other ~~loss~~income ~~from~~(expense) ~~operations~~increased ~~decreased~~period ~~in the reporting~~over period ~~ending~~due ~~August~~to ~~31,~~interest ~~2022~~expense ~~compared~~on ~~with~~additional ~~the~~borrowings ~~same~~and ~~period~~amortization inof ~~2021.~~discount ~~The~~associated ~~decrease~~with innew ~~the~~notes ~~net loss is attributable to the factors identified above~~payable.

~~Liquidity~~Net ~~and~~loss ~~Capital~~increased ~~Resources~~in the three-month reporting period ending November 30, 2022 compared with the same period in 2021. The increase in the net loss is attributable to the factors identified above.

~~Cash~~Six ~~flow~~Months ~~used~~Ended byNovember ~~operating activities for the quarter ended August 31~~30, 2022, ~~was $559,756~~ compared with ~~$164,942 in~~ the ~~same~~Six ~~period~~Months ~~in 2021. During the period, our total cash increased by~~Ended ~~$35,138~~November ~~to $76~~30,~~025.~~ The increase in our cash position at August 31, 2022, is largely attributable to the cash requirements for starting up operations in Colorado and California. Cash to fund cash flow from operations was derived primarily from proceeds of notes payable.2021

WeThe ~~continue~~narrative tocomparison ~~seek~~of ~~potential~~results ~~acquisition candidates with a focus on acquiring additional operating companies with scale sufficient to support all aspects~~ of ~~the Company’s~~ operations, ~~including~~for the ~~public~~six-month ~~company~~periods ~~infrastructure.~~ended ~~The~~November ~~Company is currently heavily dependent on funding through advances from related parties~~30, ~~but~~ no2022 ~~assurances~~and ~~can be given that such funding will continue to be available in future periods. Our historic operations have not been sufficient to support the existing infrastructure~~2021, ~~much of which~~ is ~~required~~based inon ~~order~~the tofollowing ~~maintain public company status~~table.

We have maintained active operations as a manufacturer and distributor of the Debudder product line since 2018. We do not consider the Company to be a shell company as that term is defined in the Securities Act of 1933, as amended.

	November 30, 2022			November 30, 2021
REVENUE	$	169,166		$	123,052
COST OF REVENUE		118,351			36,369
Cost of revenue as a % of total revenue		70	%		30	%
Gross Profit		50,815			86,683
Gross profit as a % of revenue		30	%		70	%
OPERATING EXPENSES
Officer and director compensation		170,000			347,359
General and administrative		600,566			64,873
Professional fees and contract services		158,530			145,691
Advertising and promotion		(6,009	)		347,373
Total operating expenses		923,087			905,296
Loss from operations		(872,272	)		(818,613	)
Other income (expense)		(1,565,200	)		(611,458	)
NET LOSS	$	(2,437,472	)	$	(1,430,071	)

~~The~~Revenues accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the ~~normal~~six-month ~~course~~period ~~of business. We incurred a net loss of $999,653 for the quarter~~ ended ~~August~~November 3130, 2022, ~~bringing~~increased ~~our accumulated~~when ~~deficit~~compared to ~~$12,973,694~~the assame ofperiod ~~August~~in ~~31, 2022~~2021. ~~These~~The ~~factors~~increase ~~raise~~is ~~substantial~~largely ~~doubt~~attributable ~~about the Company’s ability~~ to ~~continue as~~an aintensified ~~going~~effort ~~concern. The Company may seek~~ to ~~raise~~bring ~~money~~our ~~for working capital purposes through a public offering of its equity capital or~~Colorado ~~through~~and aCalifornia ~~private~~facilities ~~placement of equity capital or convertible debt~~online. ItIn ~~will~~six-month beperiod ~~important~~ended ~~for~~November 30,2022, the Company togenerated ~~succeed~~$168,265 in ~~its~~sales ~~efforts~~of tocannabis ~~raise capital in this manner to further its business plan in an aggressive manner~~products. ~~Raising additional capital may cause dilution to current shareholders. There are no assurances we can be successful in our efforts to raise working capital.~~

~~COVID~~Cost of revenues increased in the six-19month period ended November 30, 2022 when compared with the same period in 2021. The increase is attributable to the costs incurred in our Colorado and California operations. In the six-month period ended November 30, 2022, we incurred operating costs associated with setting up and documenting our manufacturing processes and producing test batches of products to verify our systems were generating expected results at our Colorado and California facilities. During this phase, we did not produce significant quantities of product for resale. The production expenses of the test batches were, however, recorded as manufacturing costs. We expect margins to improve on our cannabis product lines in the coming periods as our manufacturing processes are standardized and our need to run test batches and adjust processes decreases.

~~The~~Our General ~~effects~~and ofAdministrative ~~the~~costs ~~continued~~(“G&A”) ~~outbreak~~increased ofin ~~COVID~~the six-19month ~~and~~period ~~related~~ended ~~government responses~~November ~~have~~30, ~~and~~2022, ~~could~~compared ~~continue~~with tothe same ~~include,~~period ~~extended~~in ~~disruptions~~2021. toThe ~~supply~~increase ~~chains~~in ~~and~~G&A ~~capital~~costs ~~markets,~~were ~~reduced~~primarily ~~labor~~due ~~availability, and~~to aour ~~prolonged~~decision ~~reduction~~to infurther ~~economic~~develop ~~activity.~~our ~~These~~cannabis ~~effects~~business ~~could~~through acquisition ~~have~~of athe ~~variety~~Colorado ofand ~~adverse~~California ~~impacts~~facilities toand the ~~Company,~~related ~~including~~costs ~~our~~of ~~ability to~~setting ~~operate.~~up Asgeographically ofdisbursed ~~August~~manufacturing 31operations, in ~~2022,~~particular ~~there~~rent ~~were~~expense. noOur ~~material~~advertising ~~adverse~~and ~~impacts~~promotion tocosts ~~our~~decreased ~~operations~~significantly ~~noted~~when ~~due~~compared to ~~COVID-19~~the same reporting period in the previous year.

~~The~~Other ~~economic~~income ~~disruptions~~(expense) ~~caused~~increased byperiod ~~COVID-19 could also adversely impact~~over ~~the~~period ~~impairment~~due ~~risks~~to ~~for~~interest ~~certain~~expense ~~long-lived~~on ~~assets.~~additional ~~Management~~borrowings ~~evaluated these impairment considerations~~ and ~~determined~~amortization ~~that~~of nodiscount ~~such~~associated ~~impairments occurred~~with asnew ofnotes ~~August 31, 2022~~payable.

~~Off~~Net loss ~~Balance~~increased ~~Sheet~~in ~~Arrangements~~the six-month reporting period ending November 30, 2022 compared with the same period in 2021. The increase in the net loss is attributable to the factors identified above.

~~None~~Liquidity and Capital Resources

~~Item~~Cash flow 3used by operating activities for the six month period ended November 30, 2022, was $903,035 compared with $252,786 in the same period in 2021. ~~Quantitative~~During the period, our total cash increased by $9,334 to $50,221. The increase in our cash position at November 30, 2022 is largely attributable to borrowings associated with for starting up operations in Colorado and ~~Qualitative~~California. ~~Disclosures~~Cash ~~About~~to ~~Market~~fund ~~Risk~~cash flow from operations was derived primarily from proceeds of notes payable.

~~Not~~We continue to seek potential acquisition candidates with a focus on acquiring additional operating companies with scale sufficient to support all aspects of the Company’s operations, including the public company infrastructure. The Company is currently heavily dependent on funding through advances from related parties, but no assurances can be given that such funding will continue to be available in future periods. Our historic operations have not been sufficient to support the existing infrastructure, much of which is required in order to maintain public company status.

~~Item~~We have 4.maintained ~~Controls~~active operations as a manufacturer and ~~Procedures~~distributor of the Debudder product line since 2018. We do not consider the Company to be a shell company as that term is defined in the Securities Act of 1933, as amended.

~~Conclusions~~The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of ~~Management~~assets ~~Regarding~~and ~~Effectiveness~~the liquidation of ~~Disclosure~~liabilities ~~Controls~~in ~~and~~the ~~Procedures~~normal course of business. We incurred a net loss of $2,437,472 for the six months ended November 30, 2022, bringing our accumulated deficit to $14,411,513 as of November 30, 2022. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company may seek to raise money for working capital purposes through a public offering of its equity capital or through a private placement of equity capital or convertible debt. It will be important for the Company to succeed in its efforts to raise capital in this manner to further its business plan in an aggressive manner. Raising additional capital may cause dilution to current shareholders. There are no assurances we can be successful in our efforts to raise working capital.

~~At the end of the period covered by this Quarterly~~Off ~~Report~~Balance onSheet Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”), who also serves as our Chief Finance and Accounting Officer, of the effectiveness of the design and operations of the Company’s disclosure controls and procedures (as defined in Rule 13a – 15(e) under the Exchange Act). Based on that evaluation, the CEO has concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective as it was determined that there were material weaknesses affecting our disclosure controls and procedures.Arrangements

Management of the Company believes that these material weaknesses are due primarily to the small size of the company’s accounting staff. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation. To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals. As the Company grows, management expects to increase the number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.None

~~Changes~~Item 3. inQuantitative ~~Internal~~and ~~Control~~Qualitative ~~over~~Disclosures ~~Financial~~About ~~Reporting~~Market Risk.

~~There have been no changes during the quarter ended~~Not ~~August 31, 2022 in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting~~required.

~~PART~~Item 4. IIControls ~~– OTHER~~and ~~INFORMATION~~Procedures.

~~Item~~Conclusions of 1.Management ~~Legal~~Regarding ~~Proceedings.~~Effectiveness of Disclosure Controls and Procedures

~~The Company~~At ~~and~~the ~~PPK~~end ~~are~~of ~~plaintiffs in~~the ~~lawsuit~~period ~~against~~covered ~~Country~~by ~~Cannabis,~~this ~~LLC~~Quarterly ofReport ~~Yale~~on Form 10-Q, ~~Oklahoma for~~an ~~trademark~~evaluation ~~infringement~~was ~~for~~carried out under the ~~use~~supervision ofand with the participation of the ~~name~~Company’s ~~“Country~~management, ~~Cannabis~~including the Chief Executive Officer (“CEO”~~. The~~), ~~lawsuit~~who ~~was~~also ~~filed~~serves ~~with~~as ~~the~~our ~~Payne~~Chief Finance ~~County~~and Accounting Officer, ~~Oklahoma~~of ~~Courts~~the oneffectiveness ~~February~~of 7,the ~~2022.~~design ~~The~~and operations of the Company’s disclosure controls and procedures (as defined in Rule 13a – 15(e) under the Exchange Act). Based on that evaluation, the CEO has ~~motioned~~ concluded that as of the ~~Court~~end ~~for summary~~of the ~~judgment in~~period covered by this ~~matter~~report, the Company’s disclosure controls and ~~for~~ ~~legal~~procedures ~~fees.~~were ~~The~~not ~~motion~~effective ~~for~~as ~~summary~~it ~~judgement~~was isdetermined that ~~currently~~there ~~pending~~were ~~before~~material ~~the~~weaknesses ~~Court~~affecting our disclosure controls and procedures.

~~Item~~Management 2of the Company believes that these material weaknesses are due primarily to the small size of the company’s accounting staff. ~~Unregistered~~The ~~Sales~~small size of ~~Equity~~the ~~Securities~~Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation. To mitigate the current limited resources and ~~Use~~limited employees, we rely heavily on direct management oversight of ~~Proceeds~~transactions, along with the use of external legal and accounting professionals. As the Company grows, management expects to increase the number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.

~~There were no unregistered sales of equity securities during the three-month period ending August 31, 2022.~~ 4

4Changes in Internal Control over Financial Reporting

~~Item~~There have 6.been ~~Exhibits~~no changes during the quarter ended November 30, 2022 in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.

~~The~~PART II ~~following~~– OTHER ~~documents are included as exhibits to this report:~~INFORMATION

~~(a)~~Item 1. ~~Exhibits~~Legal Proceedings.

Exhibit Number	SEC Reference Number	Title of Document
31.1	31	Section 302 Certification of Principal Executive Officer and Principal Financial Officer
32.1	32	Section 1350 Certification of Principal Executive Officer and Principal Financial Officer
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase
XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement, prospectus or other document to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.

The Company and PPK are plaintiffs in lawsuit against Country Cannabis, LLC of Yale, Oklahoma for trademark infringement for the use of the name “Country Cannabis”. The lawsuit was filed with the Payne County, Oklahoma Courts on February 7, 2022. The Company has motioned the Court for summary judgment in this matter and for legal fees. The motion for summary judgement is currently pending before the Court.

5Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~SIGNATURES~~There were no unregistered sales of equity securities during the three-month period ending November 30, 2022.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the~~Item ~~registrant~~6. ~~has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized~~Exhibits.

	MJ Harvest, Inc.
Date: October 31, 2022	By: /s/ Patrick Bilton
	Patrick Bilton, CEO

The following documents are included as exhibits to this report:

6(a) Exhibits

FINANCIAL STATEMENTS – (Unaudited):
Exhibit Number	SEC Reference Number	Title of Document
Condensed Consolidated balance sheets	F-2
31.1	31	Section 302 Certification of Principal Executive Officer and Principal Financial Officer
Condensed Consolidated statements of operations	F-3
32.1	32	Section 1350 Certification of Principal Executive Officer and Principal Financial Officer
Condensed Consolidated statements of changes in stockholders’ equity	F-4
101.INS		XBRL Instance Document
Condensed Consolidated statements of cash flows	F-5
101.SCH		XBRL Taxonomy Extension Schema
Notes to condensed consolidated financial statements	F-6
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase
XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement, prospectus or other document to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.

~~F-1~~ 5

~~MJ HARVEST, INC.~~ SIGNATURES

~~CONDENSED~~Pursuant to ~~CONSOLIDATED~~the ~~BALANCE~~requirements ~~SHEETS~~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.

(unaudited)

	MJ Harvest, Inc.

Date: January 30, 2023	By: /s/ Patrick Bilton
	Patrick Bilton, CEO

	August 31,			May 31,
ASSETS	2022			2022
CURRENT ASSETS:
Cash and cash equivalents	$	76,025		$	40,887
Inventory		484,444			197,059
Prepaids and other current assets		48,326			20,225
Total current assets		608,795			258,171
Investments in equity securities, at cost		3,101,666			3,091,666
Equipment, net		328,198			36,636
Right to use asset		3,736,702			287,716
Cannabis licenses		632,066			—
Finite-lived intangible assets, net		107,084			110,834
Indefinite-lived intangible assets, net		6,000			6,000
Total Assets	$	8,520,511		$	3,791,023
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	477,196		$	256,577
Accounts payable to related parties		326,792			278,207
Lease liability - current portion		537,343			46,761
Satellite note payable, net of discount		432,590			—
Diagonal convertible note payable		103,750			—
Convertible note payable, net of discount		1,217,179			107,586
Total current liabilities		3,094,850			689,131
LONG-TERM LIABILITIES:
Common stock payable		—			112,857
Accounts payable - long-term		—			200,000
Lease liability - long term		3,134,568			247,366
Satellite note payable, net of discount – long term		436,220			—
Advances from related parties		—			1,821,482
Total long-term liabilities		3,570,788			2,381,705
Total Liabilities		6,665,638			3,070,836
STOCKHOLDERS’ EQUITY:
Preferred stock, par value $0.0001, 5,000,000 shares authorized, no shares issued and outstanding		—			—
Common stock, $0.0001 par value per share, 100,000,000 shares authorized, 44,854,737 and 33,574,436 issued and outstanding, respectively		4,485			3,357
Additional paid-in capital		14,824,082			12,690,871
Accumulated deficit		(12,973,694	)		(11,974,041	)
Total stockholders’ equity		1,854,873			720,187
Total Liabilities and Stockholders’ Equity	$	8,520,511		$	3,791,023

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

FINANCIAL STATEMENTS – (Unaudited):

Condensed Consolidated balance sheets	F-2

Condensed Consolidated statements of operations	F-3

Condensed Consolidated statements of changes in stockholders’ equity	F-4

Condensed Consolidated statements of cash flows	F-5

Notes to condensed consolidated financial statements	F-6

F-21

MJ HARVEST, INC.

CONDENSED CONSOLIDATED ~~STATEMENTS~~BALANCE ~~OF OPERATIONS~~SHEETS

(unaudited)

For the three months ended August 31, 2022 and 2021


	November 30,			May 31,
ASSETS	2022			2022
CURRENT ASSETS:
Cash and cash equivalents	$	50,221		$	40,887
Inventory		960,202			197,059
Prepaids and other current assets		48,371			20,225
Total current assets		1,058,794			258,171

Investments in equity securities, at cost		3,101,666			3,091,666
Equipment, net		324,160			36,636
Right to use asset		3,588,672			287,716
Cannabis licenses		632,066			—
Finite-lived intangible assets, net		103,334			110,834
Indefinite-lived intangible assets, net		6,000			6,000
Total Assets	$	8,814,692		$	3,791,023

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	295,106		$	256,577
Payable to related parties		1,067,759			278,207
Lease liability - current portion		626,559			46,761
Put option liability		78,294			—
Satellite note payable, net of discount		443,494			—
Diagonal convertible note payable		103,750			—
Convertible note payable, net of discount		2,423,251			107,586
Total current liabilities		5,038,213			689,131

LONG-TERM LIABILITIES:
Common stock payable		—			112,857
Payables to related parties - long-term		66,300			200,000
Lease liability - long term		2,971,952			247,366
Satellite note payable, note of discount – long term		321,173			—
Advances from related parties		—			1,821,482
Total long-term liabilities		3,359,425			2,381,705
Total Liabilities		8,397,638			3,070,836

Commitments and contingencies (Notes 4, 9, and 12)

STOCKHOLDERS’ EQUITY:
Preferred stock, par value $0.0001, 5,000,000 shares authorized, no shares issued and outstanding		—			—
Common stock, $0.0001 par value per share, 100,000,000 shares authorized, 44,854,737 and 33,574,436 issued and outstanding, respectively		4,485			3,357
Additional paid-in capital		14,824,082			12,690,871
Accumulated deficit		(14,411,513	)		(11,974,041	)
Total stockholders’ equity		417,054			720,187
Total Liabilities and Stockholders’ Equity	$	8,814,692		$	3,791,023

	2022			2021
REVENUE	$	44,718		$	74,685
COST OF REVENUE		83,071			20,129
Gross profit (loss)		(38,353	)		54,556
OPERATING EXPENSES:
Officer and director compensation		95,000			135,000
General and administrative		187,770			26,354
Professional fees and contract services		61,517			74,893
Advertising and promotion		3,117			279,857
Total operating expenses		347,404			516,104
NET LOSS FROM OPERATIONS		(385,757	)		(461,548	)
NON-OPERATING EXPENSES
Interest expense		613,896			478,646
NET LOSS	$	(999,653	)	$	(940,194	)
NET LOSS PER COMMON SHARE - Basic and diluted	$	(0.03	)	$	(0.04	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - Basic and diluted		39,891,195			26,359,821

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

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

~~F-3~~MJ HARVEST, INC.

MJCONDENSED CONSOLIDATED ~~HARVEST,~~STATEMENTS ~~INC.~~OF OPERATIONS

~~CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY~~ (unaudited)

~~(unaudited)~~ For the three and six months ended November 30, 2022 and 2021

For the three months ended August 31, 2022 and 2021


	Three Months Ended November 30,						Six Months Ended November 30,
	2022			2021			2022			2021

REVENUE	$	124,487		$	48,367		$	169,166		$	123,052

COST OF REVENUE		35,280			16,240			118,351			36,369

Gross profit		89,207			32,127			50,815			86,683

OPERATING EXPENSES:
Officer and director compensation		75,000			203,785			170,000			347,359
General and administrative		412,835			38,519			600,566			64,873
Professional fees		97,013			79,372			158,530			145,691
Advertising and promotion		(9,126	)		67,516			(6,009	)		347,373

Total Operating Expenses		575,722			389,192			923,087			905,296

NET LOSS FROM OPERATIONS		(486,515	)		(357,065	)		(872,272	)		(818,613	)

NON-OPERATING EXPENSES
Fair value of put option		78,294			—			78,294			—
Interest and financing expense		873,010			132,812			1,486,906			611,458
Total non-operating expenses		951,304			132,812			1,565,200			611,458

NET LOSS	$	(1,437,819	)	$	(489,877	)	$	(2,437,472	)	$	(1,430,071	)

NET LOSS PER COMMON SHARE
Basic and diluted	$	(0.03	)	$	(0.02	)	$	(0.06	)	$	(0.05	)


Basic & Diluted		44,854,737			31,955,781			42,359,404			29,163,613

					Additional
	Common Stock				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total
BALANCES, May 31, 2021		25,302,122	$	2,530	$	8,440,302	$	(9,098,257	)	$	(655,425	)
Stock issued for services		175,000		18		80,232		—			80,250
Stock issued for investment in PPK		5,972,222		597		1,791,069		—			1,791,666
Net loss		—		—		—		(940,194	)		(940,194	)
BALANCES, August 31, 2021		31,449,344	$	3,145	$	10,311,603	$	(10,038,451	)	$	276,297
BALANCES, May 31, 2022		33,574,436	$	3,357	$	12,690,871	$	(11,974,041	)	$	720,187
Share issued for advances from related parties		9,740,543		974		1,820,508		—			1,821,482
Shares issued for accounts payable – long term		1,069,519		107		199,893		—			200,000
Shares issued for common stock payable		470,239		47		112,810		—			112,857
Net loss		—		—		—		(999,653	)		(999,653	)
BALANCES, August 31, 2022		44,854,737	$	4,485	$	14,824,082	$	(12,973,694	)	$	1,854,873

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

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

~~F-4~~MJ HARVEST, INC.

MJCONDENSED CONSOLIDATED ~~HARVEST,~~STATEMENTS ~~INC.~~OF CHANGES IN STOCKHOLDERS’ EQUITY

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~(unaudited)

~~(unaudited)~~For the three and six months ended November 30, 2022 and 2021

~~For the three months ended August 31, 2022 and 2021~~Three Month

	2022			2021
							Additional
CASH FLOWS FROM OPERATING ACTIVITIES
	Common Stock						Paid-In		Accumulated
Net loss for the period	$	(999,653	)	$	(940,194	)
	Shares			Amount			Capital		Deficit			Total
Adjustments to reconcile net loss to net cash used in operating activities:
BALANCES, August 31, 2021		31,449,344		$	3,145		$	10,311,603	$	(10,038,451	)	$	(276,297	)
Depreciation and amortization		7,788			5,010
Stock issued for common stock payable		772,065			77			248,494		—			248,571
Share based compensation issued and to be issued		—			194,471
Stock issued for investments		566,037			57			299,943		—			300,000
Amortization of note payable discount		534,593			450,000
Net loss		—			—			—		(489,877	)		(489,877	)
Compensation paid with payable to related parties		70,000			70,000
BALANCES, November 30, 2021		32,787,446		$	3,279		$	10,860,040	$	(10,528,328	)	$	334,991
Changes in operating assets and liabilities:
BALANCES, August 31, 2022		44,854,737		$	4,485		$	14,824,082	$	(12,973,694	)	$	1,854,873	)
Accounts receivable		—			(38,050	)
Net loss		—			—			—		(1,437,819	)		(1,437,819	)
Prepaids and other current assets		(28,101	)		(11,467	)
BALANCES, November 30, 2022		44,854,737		$	4,485		$	14,824,082	$	(14,411,513	)	$	417,054
Inventories		(287,385	)		9,810
Accounts payable and other current liabilities		149,417			87,718
Accounts payable to related parties		(6,415	)		—
Customer deposits		—			7,760
NET CASH USED IN OPERATING ACTIVITIES		(559,756	)		(164,942	)
CASH FLOW FROM INVESTING ACTIVITES
Acquisition of investment in equity securities		(10,000	)		—
Acquisition of equipment		(24,714	)		—
NET CASH USED IN INVESTING ACTIVITIES		(34,714	)		—
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Diagonal convertible notes payable		103,750			—
Proceeds from SMC convertible notes payable		575,000			—
Proceeds from advances from related parties					64,000
Payments on advances from related parties		(15,000	)		—
Principal payments on SMC convertible note payable – related party		(34,142	)		—
NET CASH PROVIDED BY FINANCING ACTIVITIES		629,608			64,000
NET CHANGE IN CASH AND CASH EQUIVALENTS		35,138			(100,942	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		40,887			123,319
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	76,025		$	22,377
NON-CASH FINANCING AND INVESTING ACTIVITIES:
Shares issued for investment in PPK	$	—		$	1,791,666
Share issued for advances from related parties		1,821,482			—
Shares issued for accounts payable – long term		200,000			—
Shares issued for common stock payable		112,857			—
Right to use asset acquired with lease liability		3,505,897			—
License agreement acquired with Satellite note payable		632,066			—
Equipment acquired with Satellite note payable		270,886			—

~~The accompanying notes are an integral part of these~~Six ~~condensed unaudited consolidated financial statements.~~Month

F-5

					Additional
	Common Stock				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total

BALANCES, May 31, 2021		25,302,122	$	2,530	$	8,440,302	$	(9,098,257	)	$	(655,425	)
Stock issued for common stock payable		400,000		40		99,960		—			100,000
Stock issued for services
Stock issued for investments		547,065		55		228,766		—			228,821
Net loss		—		—		—		(1,430,071	)		(1,430,071	)
BALANCES, November 30, 2021		32,787,446	$	3,279	$	10,860,040	$	(10,528,328	)	$	334,991


BALANCES, May 31, 2022		44,854,737	$	3,357	$	12,690,871	$	(11,974,041	)	$	720,187

Share issued for advances from related parties		9,740,543		974		1,820,508		—			1,821,482
Shares issued for accounts payable – long term		1,069,519		107		199,893		—			200,000
Shares issued for common stock payable		470,239		47		112,810		—			112,857
Net loss		—		—		—		(2,437,472	)		(2,437,472	)
BALANCES, November 30, 2022		44,854,737	$	4,485	$	14,824,082	$	(14,411,513	)	$	417,054

MJThe accompanying ~~HARVEST,~~notes ~~INC~~are an integral part of these condensed unaudited consolidated financial statements.

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~F-4

~~NOTE~~MJ HARVEST, 1INC. ~~– NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES~~

~~Nature~~CONDENSED CONSOLIDATED ofSTATEMENTS ~~Business~~OF CASH FLOWS

~~MJ Harvest, Inc.~~ (~~the “Company”~~unaudited), develops, acquires, and distributes agricultural and horticultural tools and implements for sale primarily to growers and operators in the hemp and cannabis retail industry. The Company owns 100% of G4 Products LLC, (“G4”) which owns intellectual property for a patented manual Debudder product line marketed under the Original 420 Brand as the Debudder Bucket Lid and Edge (“Debudder”). The Company also owns 100% of AgroExports LLC (“Agro”) which serves as the domestic and international distribution arm for sales of agricultural and horticultural tools and implements. The Company operates a sales portal website, www.procannagro.com, for online sales of its products.

~~In 2019,~~ For the ~~Company~~six ~~formed~~months ~~AgroExports.CA~~ended ~~ULC~~November ~~(“Agro Canada”)~~30, a2022 ~~wholly~~and ~~owned Canadian subsidiary in order to facilitate online payments from sales in Canada. Sales in Canada are currently serviced through a fulfillment center in Toronto.~~2021

In the year ended May 31, 2021, the Company expanded its focus to include a minority investment interest in PPK Investment Group, Inc. (“PPK”), a vertically integrated cannabis company in Oklahoma that operates as a grower, harvester, processor, manufacturer and distributor of the Country Cannabis Brand of cannabis products. The investment in PPK represents a shift in focus from an agricultural implements-based business to a broader cannabis industry focus. The Company has continued to expand its cannabis focus in the current year with new investments in WDSY LLC and BLIP Holdings LLC, owners of the Weedsy and BLVK brands, respectively.


	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(2,437,472	)		(1,430,071	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		15,576			10,020
Share based compensation		—			347,606
Amortization of note payable discount		1,319,047			550,000
Compensation paid with payable to related parties		140,000			140,000
Fair value of put option		78,294			—
Changes in operating assets and liabilities:
Accounts receivable		—			(15,700	)
Prepaids and other current assets		(28,146	)		—
Inventories		(763,143	)		(334	)
Accounts payable and other current liabilities		54,957			73,879
Payables to related parties - current		651,552			71,814
Payables to related parties – long term		66,300			—
NET CASH USED IN OPERATING ACTIVITIES		(903,035	)		(252,786	)

CASH FLOW FROM INVESTING ACTIVITES
Acquisition of investment in equity securities		(10,000	)		—
Acquisition of equipment		(24,714	)		—
NET CASH USED IN INVESTING ACTIVITIES		(34,714	)		—

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Diagonal convertible notes payable		103,750			—
Proceeds from SMC convertible notes payable		1,025,000			—
Proceeds from advances from related parties		—			153,500
Payments on advances from related parties		(15,000	)		—
Principal payments on Satellites note payable		(166,667	)		—
NET CASH PROVIDED BY FINANCING ACTIVITIES		947,083			153,500

NET CHANGE IN CASH AND CASH EQUIVALENTS		9,334			(99,286
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		40,887			123,319

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	50,221		$	24,033

NON-CASH FINANCING AND INVESTING ACTIVITIES:
Shares issue for investment in equity securities					2,091,666
Share issued for advances from related parties		1,821,482			—
Shares issued for accounts payable – long term		200,000			—
Shares issued for common stock payable		112,857			100,000
Right to use asset acquired with lease liability		3,505,897			—
License agreement acquired with Satellite note payable		632,066			—
Equipment acquired with Satellite note payable		270,886			—

~~In the year ending May 31, 2022, the Company began~~The ~~operations~~accompanying innotes ~~Colorado~~are ~~under~~an aintegral ~~wholly-owned~~part ~~Colorado corporation, Country Cannabis, Inc. (“CCCO”). CCCO is in the process~~ of ~~acquiring~~these ~~cannabis~~condensed ~~licenses~~unaudited ~~for~~consolidated ~~the~~financial ~~manufacture and distribution of products containing THC and/or THC derivatives~~statements. ~~Pending transfer of the licenses, the Company is operating the Colorado facility pursuant to a license agreement with the current owner of the facility.~~

On July 18, 2022, the Company acquired manufacturing equipment and two cannabis licenses for a cannabis manufacturing and distribution business in Cathedral City, California, CCCA. CCCA is in the process of acquiring cannabis licenses for the manufacture and distribution of products containing THC and/or THC derivatives. Pending transfer of the licenses, the Company is operating the California facility pursuant to a license agreement with the current owner of the facilityF-5

~~Basis~~NOTE 1 of– ~~Presentation~~NATURE ~~and~~OF ~~Consolidation~~BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

~~The Company’s fiscal year end is May 31. Our~~Nature ~~unaudited financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States~~ of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair statement of the interim financial statements have been included. Operating results for the three-month period ended August 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending May 31, 2023.Business

~~For~~MJ Harvest, ~~further~~Inc. ~~information~~(the ~~refer~~“Company”), todevelops, ~~the~~acquires, ~~financial~~and ~~statements~~ distributes agricultural and ~~footnotes~~horticultural ~~thereto~~tools and implements for sale primarily to growers and operators in the hemp and cannabis retail industry. The Company’s ~~audited~~owns ~~financial~~100% ~~statements~~of G4 Products LLC, (“G4”) which owns intellectual property for ~~the~~a ~~year~~patented ~~ended~~manual ~~May~~Debudder ~~31,~~product ~~2022~~line inmarketed under the ~~Form~~Original ~~10-K~~420 Brand as ~~filed~~the ~~with~~Debudder Bucket Lid and Edge (“Debudder”). The Company also owns 100% of AgroExports LLC (“Agro”) which serves as the ~~Securities~~domestic and international distribution arm for sales of agricultural and ~~Exchange~~horticultural ~~Commission~~tools and implements. The Company operates a sales portal website, www.procannagro.com, for online sales of its products.

~~The~~In 2019, ~~consolidated financial statements of~~ the Company ~~include~~ ~~the~~formed ~~accounts~~AgroExports.CA ofULC ~~the~~(“Agro ~~Company~~Canada”), ~~and~~a ~~its~~ wholly owned ~~subsidiaries~~Canadian ~~Agro,~~subsidiary ~~G4,~~in ~~Agro~~order ~~Canada,~~to ~~and~~facilitate ~~CCCO/CCCA.~~online payments ~~All~~from ~~subsidiaries~~sales ~~were~~in ~~wholly owned~~Canada. Sales in ~~the~~Canada ~~periods~~are ~~presented.~~currently ~~All~~serviced ~~intercompany~~through ~~transactions~~a ~~have~~fulfillment ~~been~~center ~~eliminated~~in Toronto.

FIn the year ended May 31, 2021, the Company expanded its focus to include a minority investment interest in PPK Investment Group, Inc. (“PPK”), a vertically integrated cannabis company in Oklahoma that operates as a grower, harvester, processor, manufacturer and distributor of the Country Cannabis Brand of cannabis products. The investment in PPK represents a shift in focus from an agricultural implements-6based business to a broader cannabis industry focus. The Company has continued to expand its cannabis focus in the current year with new investments in WDSY LLC and BLIP Holdings LLC, owners of the Weedsy and BLVK brands, respectively.

~~Going~~In ~~Concern~~the year ended May 31, 2022, the Company began operations in Colorado under a wholly-owned Colorado corporation, Country Cannabis, Inc. (“CCCO”). CCCO is in the process of acquiring cannabis licenses for the manufacture and distribution of products containing THC and/or THC derivatives. Pending transfer of the licenses, the Company is operating the Colorado facility pursuant to a license agreement with the current owner of the facility.

~~The~~On July ~~Company~~18, ~~has~~2022, anthe ~~accumulated~~Company ~~deficit~~acquired asmanufacturing ofequipment ~~August 31, 2022 of $12,973,694~~ and ~~negative~~two ~~working~~cannabis ~~capital~~licenses offor ~~$2,486,055.~~a ~~The~~cannabis ~~ability~~manufacturing ofand ~~the~~distribution ~~Company~~business in toCathedral ~~continue~~City, asCalifornia, aCCCA. ~~going~~CCCA ~~concern~~ is ~~dependent~~in ~~upon~~ the ~~Company’s~~process ~~ability~~of toacquiring ~~generate~~cannabis ~~profitable~~licenses ~~operations~~for in the ~~future~~manufacture and~~/or~~ todistribution ~~obtain~~of ~~the necessary financing~~products tocontaining ~~meet~~THC ~~its obligations~~ and/or ~~repay~~THC ~~its~~derivatives. ~~liabilities~~Pending ~~arising~~transfer ~~from~~of ~~normal~~the ~~business~~licenses, ~~operations~~the ~~when~~Company ~~they~~is ~~come~~operating ~~due.~~the ~~These~~California ~~factors~~facility ~~raise~~pursuant ~~substantial~~to ~~doubt~~a ~~about~~license ~~the~~agreement ~~Company’s~~with ~~ability~~the tocurrent ~~continue~~owner asof athe ~~going concern.~~facility

~~Management intends to finance operating costs over~~Basis ~~the next twelve months with cash flows from operations, private placement or public offering~~ of ~~common~~Presentation ~~stock or debt instruments,~~ and ~~when~~ necessary, advances from directors and officers. There can be no assurance that we will be successful to procure necessary financing. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.Consolidation

~~Use~~The Company’s fiscal year end is May 31. Our unaudited financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States of ~~Estimates~~America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair statement of the interim financial statements have been included. Operating results for the three and six-month periods ended November 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending May 31, 2023.

~~The preparation of financial statements in conformity~~For ~~with~~further ~~GAAP~~information ~~requires~~refer ~~management~~ to ~~make estimates and assumptions that affect~~ the ~~reported~~financial ~~amounts~~statements ~~of assets~~ and ~~liabilities~~footnotes ~~and~~thereto ~~disclosures of~~in ~~contingent assets and liabilities at~~ the ~~date~~Company’s ofaudited ~~the~~ financial statements ~~and~~for the ~~reported amounts of revenues and expenses during~~ ~~the~~year ~~reporting~~ended ~~period.~~May ~~Share~~31, ~~based compensation~~2022, ~~impairment~~in ofthe ~~long~~Form 10-~~lived~~K ~~assets,~~as ~~fair~~filed ~~value~~with ofthe ~~acquired~~Securities ~~assets, of intangible assets,~~ and ~~income~~Exchange ~~taxes are subject to estimates~~Commission. ~~Actual results could differ from those estimates.~~

~~Reclassifications~~The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries Agro, G4, Agro Canada, and CCCO/CCCA. All subsidiaries were wholly owned in the periods presented. All intercompany transactions have been eliminated.

~~Certain prior period amounts have been reclassified to conform with the~~Going ~~current period presentation.~~Concern

~~New~~The ~~Accounting~~Company ~~Standards~~has an accumulated deficit as of November 30, 2022 of $14,411,513 and negative working capital of $3,979,419. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to generate 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. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

~~In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020~~F-06 Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. The update is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years and with early adoption permitted. The Company implemented the update early on June 1, 2022 with no impact to its consolidated financial statements.6

~~In October 2021, the FASB issued ASU 2021-08, Business~~Management ~~Combinations~~intends ~~(Topic 805):~~to ~~Accounting~~finance ~~for~~operating ~~Contract~~costs ~~Assets~~over ~~and~~the ~~Contract Liabilities~~next ~~from~~twelve ~~Contracts~~months with ~~Customers,~~cash ~~which~~flows ~~requires entities~~from tooperations, ~~recognize~~private ~~and~~placement ~~measure~~or ~~contract~~public ~~assets~~offering of ~~and~~common ~~contract~~stock ~~liabilities~~or ~~acquired~~debt ~~in a~~instruments, ~~business~~and ~~combination~~when ~~in accordance with ASC 2014-09~~necessary, ~~Revenue~~ advances from ~~Contracts~~directors ~~with~~and ~~Customers (Topic 606)~~officers. ~~The~~There ~~update~~can ~~will~~be ~~generally~~no ~~result~~assurance inthat anwe ~~entity recognizing~~will ~~contract~~be ~~assets~~successful ~~and~~to ~~contract~~procure ~~liabilities~~necessary ~~at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value~~financing. The ~~update~~accompanying isfinancial ~~effective~~statements ondo anot ~~prospective~~include ~~basis~~any ~~for~~adjustments ~~fiscal~~that ~~years~~might ~~beginning~~be ~~after December 15, 2022, with~~required ~~early~~should ~~adoption~~the ~~permitted. The~~ Company ~~will~~be ~~adopt~~unable ~~the~~to ~~update~~continue as ~~of June 1, 2023 and does not expect~~ a ~~significant~~going ~~impact to our consolidated financial statements or disclosures~~concern.

~~Other accounting standards that have been issued or~~Use ~~proposed~~of ~~by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.~~Estimates

~~Revenue~~The preparation ~~Recognition~~of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Share based compensation, impairment of long-lived assets, fair value of acquired assets, of intangible assets, and income taxes are subject to estimates. Actual results could differ from those estimates.

~~The Company generates revenue based on sales of products~~New ~~and~~Accounting revenue is recognized when the Company satisfies its performance obligation by shipping products to our customers. Our products consist of agricultural tools and implements, soils, and soil additives used primarily in growing and harvesting hemp and marijuana. Shipments terms are FOB origination, and revenue is recognized when the product is delivered to the shipper by our fulfillment centers or, in the case of drop shipments of distributed products, when the products are shipped from the manufacturer. At the time the products are delivered to the shipper, no other performance obligations remain. Revenue is recognized in an amount that reflects the consideration that is received in exchange for the products shipped.Standards

FIn August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-706 Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. The update is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years and with early adoption permitted. The Company implemented the update early on June 1, 2022 with no impact to its consolidated financial statements.

~~The~~In October 2021, the ~~Company~~FASB ~~accounts~~issued ~~for~~ASU 2021-08, Business ~~shipping~~Combinations ~~and~~(Topic 805): ~~handling~~Accounting ~~activities as~~for aContract ~~fulfillment~~Assets ~~cost~~ and ~~include~~Contract Liabilities from ~~fees~~Contracts ~~received~~with ~~for~~Customers, ~~shipping~~which ~~and~~requires ~~handling~~entities asto ~~part~~recognize ofand ~~the~~measure ~~transaction~~contract ~~price.~~assets ~~Provision~~and ~~for~~contract ~~sales~~liabilities ~~incentives,~~acquired in a ~~discounts,~~business ~~and~~combination ~~returns~~in ~~and~~accordance ~~allowances~~with ASC 2014-09, Revenue iffrom ~~applicable,~~Contracts ~~are~~with ~~accounted~~Customers ~~for~~(Topic 606). asThe ~~reductions~~update ofwill generally ~~revenue~~result in ~~the~~an ~~period~~entity ~~the~~recognizing ~~related~~contract ~~sales~~assets ~~are~~and ~~recorded. Sales~~contract ~~incentives,~~liabilities ~~discounts~~at ~~and~~amounts ~~returns~~consistent ~~and~~with ~~allowances~~those ~~were~~recorded ~~not~~by ~~material~~the inacquiree immediately before the ~~periods~~acquisition ~~presented~~date inrather ~~the~~than ~~accompanying~~at ~~consolidated~~fair ~~financial statements~~value. The ~~Company~~update ~~had~~is noeffective ~~warranty~~on ~~costs~~a ~~associated~~prospective ~~with~~basis ~~the~~for ~~sales~~fiscal ofyears ~~its~~beginning after December ~~products~~15, in2022, with ~~the~~early ~~periods~~adoption ~~presented~~permitted. inThe Company will adopt the ~~accompanying~~update ~~consolidated statements~~as of June ~~operations~~1, 2023 and nodoes not ~~provision~~expect ~~for~~a ~~warranty~~significant ~~expenses~~impact ~~has~~to ~~been~~our ~~included~~consolidated financial statements or disclosures.

~~Inventory~~Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

~~Inventory consists of purchased products and is stated~~Revenue at the lower of cost or market, with cost being determined using the average cost method. Allowances for obsolete inventory are recognized when the inventory is determined to be unsalable through the normal course of business.Recognition

~~Investments~~The Company generates revenue based on sales of products and revenue is recognized when the Company satisfies its performance obligation by shipping products to our customers. Our products consist of wholesale cannabis products, and agricultural tools and implements, soils, and soil additives used primarily in growing and harvesting hemp and marijuana. Shipments terms are FOB origination, and revenue is recognized when the product is delivered to the shipper by our fulfillment centers or, in the case of drop shipments of distributed products, when the products are shipped from the manufacturer. At the time the products are delivered to the shipper, no other performance obligations remain. Revenue is recognized in an amount that reflects the consideration that is received in exchange for the products shipped.

~~Equity~~The ~~securities~~Company ~~are~~accounts ~~generally~~for ~~measured~~shipping atand ~~fair~~handling ~~value.~~activities as ~~Unrealized~~a ~~gains~~fulfillment cost and ~~losses~~include ~~for~~fees ~~equity~~received ~~securities~~for ~~are~~shipping ~~included~~and inhandling ~~earnings.~~as Ifpart anof ~~equity~~the ~~security~~transaction ~~does~~price. ~~not~~Provision ~~have~~for asales ~~readily determinable~~incentives, ~~fair value~~discounts, ~~the~~and ~~Company~~returns ~~may~~and ~~elect to measure the security at its cost minus impairment~~allowances, if ~~any~~applicable, ~~plus~~are oraccounted ~~minus changes resulting from observable price changes in orderly transactions~~ for anas ~~identical~~reductions orof ~~similar~~revenue ~~investment~~ in the ~~same~~period ~~issuer. At~~ the ~~end~~related ofsales ~~each~~are ~~reporting~~recorded. Sales ~~period~~incentives, ~~the~~ ~~Company~~discounts ~~reassesses~~and ~~whether~~returns anand ~~equity~~allowances ~~security~~were ~~without~~not amaterial ~~readily~~in ~~determinable~~the ~~fair~~periods ~~value~~presented ~~qualifies~~in tothe beaccompanying ~~measured~~consolidated ~~at cost minus impairment,~~financial ~~considers~~statements. ~~whether~~The ~~impairment~~Company ~~indicators~~had ~~exist~~no towarranty ~~evaluate~~costs ~~whether~~associated with the ~~investment~~sales isof ~~impaired~~its ~~and,~~products ifin ~~so,~~the ~~records~~periods anpresented ~~impairment~~in ~~loss.~~the ~~Upon~~accompanying consolidated ~~sale~~statements of anoperations ~~equity~~and ~~security,~~no ~~the~~provision ~~realized~~for ~~gain~~warranty orexpenses ~~loss~~has isbeen ~~recognized in earnings~~included.

~~Accounting for Acquisitions~~F-7

Business acquisitions are recorded using the acquisition method of accounting and, accordingly, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair value as of the date of acquisition. After the purchase price has been allocated, goodwill is recorded to the extent the total consideration paid for the acquisition, including the acquisition date fair value of contingent consideration, if any, exceeds the sum of the fair values of the separately identifiable acquired assets and assumed liabilities. Acquisition costs for business combinations are expensed when incurred.Inventory

~~Acquisitions not meeting the accounting criteria~~Inventory toconsists beof ~~accounted~~purchased ~~for~~products asand ais ~~business~~stated ~~combination~~at ~~are~~the ~~accounted~~lower ~~for~~of ascost anor ~~asset~~market, ~~acquisition.~~with Ancost ~~asset~~being ~~acquisition~~determined isusing ~~recorded~~the ataverage ~~its~~cost ~~purchase~~method. ~~price,~~Allowances ~~inclusive~~for ofobsolete ~~acquisition~~inventory ~~costs,~~are ~~which~~recognized iswhen ~~allocated among~~ the ~~acquired~~inventory ~~assets~~is ~~and~~determined ~~assumed~~to ~~liabilities~~be ~~based~~unsalable ~~upon~~through ~~their relative fair values at~~ the ~~date~~normal course of ~~acquisition~~business.

~~The operating results of an acquisition are included in the consolidated statements of operations from the date of acquisition.~~Investments

~~The~~Equity securities ~~allocation~~are ofgenerally ~~the~~measured ~~purchase~~at ~~consideration~~fair value. Unrealized gains and losses for ~~acquisitions can~~equity ~~require~~securities ~~extensive~~are ~~use~~included ofin ~~accounting~~earnings. ~~estimates~~If ~~and~~an ~~judgments~~equity security todoes ~~allocate~~not have a readily determinable fair value, the ~~purchase~~Company ~~consideration~~may elect to measure the ~~assets~~security ~~acquired~~at ~~and~~its ~~liabilities~~cost minus impairment, ~~assumed~~if ~~based~~any, onplus ~~their~~or ~~respective~~minus ~~fair~~changes ~~values.~~resulting ~~Judgment~~from isobservable ~~required~~price changes in ~~determining~~orderly ~~which~~transactions ~~valuation~~for ~~technique~~an ~~should~~identical beor ~~applied.~~similar ~~Critical~~investment ~~estimates~~ in ~~valuing~~the ~~certain~~same ~~identifiable~~issuer. ~~assets~~At ~~include~~the ~~but~~end ~~are~~of ~~not~~each ~~limited~~reporting period, the Company reassesses whether an equity security without a readily determinable fair value qualifies to ~~market~~be ~~comparables~~measured at cost minus impairment, ~~expected~~considers ~~long-term~~whether ~~revenues;~~impairment ~~future~~indicators exist to evaluate whether the investment ~~expected~~is ~~operating~~impaired ~~expenses;~~and, ~~cost~~if so, records an impairment loss. Upon sale of ~~capital;~~an ~~assumed~~equity ~~attrition~~security, ~~rates;~~the ~~and~~realized ~~discount~~gain ~~rates~~or loss is recognized in earnings.

~~Intangible~~Accounting for ~~Assets~~Acquisitions

~~Intangible~~Business acquisitions ~~asset~~are ~~amounts~~recorded ~~are~~using ~~initially~~the ~~recognized~~acquisition method of accounting and, accordingly, the purchase price is allocated to the assets atacquired and liabilities assumed based on their estimated fair value as of the date of acquisition. After the purchase price has been allocated, goodwill is recorded to the extent the total consideration paid for the acquisition, including the acquisition date atfair value of contingent consideration, if any, exceeds the sum of the fair values of the ~~intangible~~separately ~~assets~~identifiable acquired assets and assumed liabilities. Acquisition costs for business combinations are expensed when incurred.

~~F-8~~ Acquisitions not meeting the accounting criteria to be accounted for as a business combination are accounted for as an asset acquisition. An asset acquisition is recorded at its purchase price, inclusive of acquisition costs, which is allocated among the acquired assets and assumed liabilities based upon their relative fair values at the date of acquisition.

~~Finite-lived intangible assets are amortized over~~The ~~their~~operating ~~useful~~results ~~lives. The carrying amounts~~ of ~~finite-lived~~an ~~intangible~~acquisition ~~assets~~ are ~~evaluated~~included ~~for recoverability whenever events or changes~~ in ~~circumstances indicate that~~ the ~~Company~~consolidated ~~may~~statements beof ~~unable~~operations tofrom ~~recover~~ the ~~asset’s~~date ~~carrying~~of ~~amount~~acquisition.

~~When~~The allocation ~~there~~of isthe nopurchase ~~foreseeable~~consideration ~~limit~~for onacquisitions ~~the~~can ~~period~~require ~~of time~~extensive ~~over~~use ~~which~~of anaccounting ~~intangible~~estimates ~~asset~~and isjudgments ~~expected~~ to ~~contribute~~allocate the purchase consideration to the ~~cash~~assets ~~flows~~acquired ofand ~~the~~liabilities ~~Company,~~assumed anbased ~~intangible~~on ~~asset~~their isrespective ~~determined~~fair tovalues. ~~have~~Judgment is required anin ~~indefinite~~determining ~~life~~which valuation technique should be applied. ~~Indefinite-lived~~Critical ~~intangible~~estimates in valuing certain identifiable assets ~~are~~include but are not ~~amortized~~limited ~~but~~to ~~tested~~market ~~for~~comparables, ~~impairment~~expected ~~annually~~long-term orrevenues; ~~more~~future ~~frequently~~expected ~~when~~operating ~~indicators~~ expenses; cost of ~~impairment~~capital; ~~exist~~assumed attrition rates; and discount rates.

~~Determination of acquisition date fair values and~~Intangible intangible asset impairment tests require judgment. Significant judgments required to estimate the fair value of intangible assets include determining the appropriate valuation method, identifying market prices for similar type items, estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates.Assets

~~Net~~Intangible asset ~~Earnings~~amounts ~~(Loss)~~are ~~Per~~initially ~~Share~~recognized at the acquisition date at the fair values of the intangible assets acquired.

~~Basic~~Finite-lived intangible ~~earnings~~assets ~~(loss)~~are ~~per~~amortized ~~share~~over istheir ~~calculated~~useful bylives. ~~dividing net~~The ~~income~~carrying ~~(loss)~~amounts byof ~~the~~finite-lived ~~weighted~~intangible ~~average~~assets ~~number~~are ofevaluated ~~common shares outstanding~~ for ~~the period. Diluted earnings (loss) per share is calculated~~recoverability bywhenever ~~dividing~~events ~~net~~or ~~income~~changes ~~(loss)~~in bycircumstances ~~the~~indicate ~~weighted~~that ~~average number of common shares and dilutive common stock equivalents outstanding. During periods in which~~ the Company ~~incurs~~may ~~losses, common stock equivalents, if any, are not considered, as their effect would~~ be ~~anti-dilutive. For~~unable ~~the~~to ~~three~~recover ~~months ended August 31, 2022 and 2021, potentially dilutive common stock equivalents not included in~~ the ~~calculation~~asset’s ~~of diluted~~carrying ~~earnings per share because they were anti-dilutive are as follows:~~amount.

~~Schedule of Earnings Per Share~~F-8

	2022		2021
Stock purchase warrants		3,000,000		3,000,000
Convertible notes		14,258,492		—
		17,258,492		3,000,000

When there is no foreseeable limit on the period of time over which an intangible asset is expected to contribute to the cash flows of the Company, an intangible asset is determined to have an indefinite life. Indefinite-lived intangible assets are not amortized but tested for impairment annually or more frequently when indicators of impairment exist.

~~Share-Based~~Determination of ~~Payments~~acquisition date fair values and intangible asset impairment tests require judgment. Significant judgments required to estimate the fair value of intangible assets include determining the appropriate valuation method, identifying market prices for similar type items, estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates.

~~All transactions in which goods or services are received~~Net ~~for~~Loss ~~the~~Per ~~issuance of shares of the Company’s common stock are accounted for based on the fair value of the common stock issued and recognized when the board of directors authorizes the issuance.~~Share

FBasic loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted loss per share is calculated by dividing net loss by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which the Company incurs losses, common stock equivalents, if any, are not considered, as their effect would be anti-9dilutive. For the six months ended November 30, 2022 and 2021, potentially dilutive common stock equivalents not included in the calculation of diluted earnings per share because they were anti-dilutive are as follows:

~~NOTE~~Schedule 2of –Earnings ~~EQUIPMENT~~Per Share

Equipment consisted of the following at August 31, 2022 and May 31, 2022:


	2022		2021
Stock purchase warrants		3,000,000		3,000,000
Convertible notes		23,873,342		—
		26,873,342		3,000,000

~~Schedule~~Share-Based ~~of equipment~~Payments

	August 31,			May 31,
	2022			2022
Equipment - production molds	$	49,823		$	25,109
Manufacturing equipment		301,723			30,837
Less: Accumulated amortization		(23,348	)		(19,310	)
Net Equipment	$	328,198		$	36,636

All transactions in which goods or services are received for the issuance of shares of the Company’s common stock are accounted for based on the fair value of the common stock issued and recognized when the board of directors authorizes the issuance.

~~Depreciation expense for the three months~~NOTE ~~ended~~2 ~~August~~– ~~31, 2022 and August 31, 2021 were $4,038 and $1,260, respectively.~~EQUIPMENT

~~During the three month period ended August 31, 2022,~~Equipment ~~the~~consisted ~~Company acquired manufacturing equipment with a value~~ of ~~$270,886~~the ~~for~~following ~~its~~at ~~California~~November ~~operations. The acquisition was acquired with a note payable with Satellite Dip~~30, ~~LLC.~~2022 ~~(“Satellite”).~~and ~~See~~May ~~Note 4. At August~~ 31, 2022~~, the equipment has not yet been placed in service and no depreciation has been recognized for the equipment~~:

~~NOTE~~Schedule 3of ~~- INTANGIBLE ASSETS~~equipment

The Company’s intangible assets consist of both finite and indefinite lived assets. At August 31, 2022 and May 31, 2022, intangibles assets are:


	November 30,			May 31,
	2022			2022
Equipment - production molds	$	49,823		$	25,109
Manufacturing equipment		301,723			30,837
Less: Accumulated amortization		(27,386	)		(19,310	)
Net Equipment	$	324,160		$	36,636

~~Schedule~~Depreciation expense offor ~~Finite-Lived~~the ~~Intangible~~three ~~Assets~~and six months ended November 30, 2022 and 2021 was $4,038 (2021: $1,260) and $8,076 (2021: $2,520), respectively.

	August 31,			May 31,
Intangibles	2022			2022
Finite lived intangibles
Patents	$	250,000		$	250,000
Less: impairment of patents		(100,000	)		(100,000	)
		150,000			150,000
Less: accumulated amortization		(42,916	)		(39,166	)
Patents, net		107,084			110,834
Total finite lived intangibles		107,084			110,834
Indefinite lived intangibles
Domain names		6,000			6,000
Total intangibles	$	113,084		$	116,834

During the six month period ended November 30, 2022, the Company acquired manufacturing equipment with a value of $270,886 for its California operations. The acquisition was acquired with a note payable with Satellite Dip, LLC. (“Satellite”). See Note 4. At November 30, 2022, the equipment has not yet been placed in service and no depreciation has been recognized for the equipment.

~~Amortization expense for the three months~~NOTE ~~ended August 31, 2022 and August 31, 2021 were $~~3~~,750~~ ~~and~~- ~~$3,750,~~INTANGIBLE ~~respectively. The patents are amortized over their useful lives of ten years. Amortization of intangibles is expected to be $15,000 for each of the next five years.~~ASSETS

~~On May 28, 2021, the Company acquired the domain name, MJHI.com for $6,000.~~ The ~~new domain name matches the~~ Company’s ~~stock~~intangible ~~symbol~~assets ~~and~~consist isof ~~likely~~both tofinite ~~be easier for customers~~ and ~~other~~indefinite ~~stakeholders to~~lived ~~remember~~assets. ~~The~~At ~~domain~~November ~~name~~30, is2022 ~~an indefinite lived intangible asset~~ and ~~will~~May ~~not~~31, be2022, ~~amortized.~~intangibles assets are:

~~See Note 10 regarding acquisition of cannabis licenses during the three months ending August 31, 2022.~~F-9

FSchedule of Finite-10Lived Intangible Assets

NOTE 4 – INVESTMENTS

	November 30,			May 31,
Intangibles	2022			2022
Finite lived intangibles
Patents	$	250,000		$	250,000
Less: impairment of patents		(100,000	)		(100,000	)
		150,000			150,000
Less: accumulated amortization		(46,666	)		(39,166	)
Patents, net		103,334			110,834
Total finite lived intangibles		103,334			110,834

Indefinite lived intangibles
Domain names		6,000			6,000
Total intangibles	$	109,334		$	116,834

AtAmortization expense ~~August~~for 31both the three and six months ended November 30, 2022 and ~~May~~2021 31was $3,750 ~~2022~~and $7,500, ~~investments~~respectively. The patents are: amortized over their useful lives of ten years. Amortization of intangibles is expected to be $15,000 for each of the next five years.

~~Schedule~~On ofMay ~~investments~~28, 2021, the Company acquired the domain name, MJHI.com for $6,000. The new domain name matches the Company’s stock symbol and is likely to be easier for customers and other stakeholders to remember. The domain name is an indefinite lived intangible asset and will not be amortized.

	August 31		May 31,
Investments	2022		2022
PPK Investment Group, Inc.	$	2,791,666	$	2,791,666
Satellite Dip, LLC		10,000		—
WDSY, LLC		200,000		200,000
BLIP Holdings, LLC		100,000		100,000
Total investments	$	3,101,666	$	3,091,666

See Note 10 regarding acquisition of cannabis licenses during the six months ending November 30, 2022.

~~PPK~~NOTE 4 – INVESTMENTS

~~On March 24, 2021, the Company, as lender, closed~~At aNovember ~~loan to PPK Investment Group~~30, ~~Inc.~~2022 ~~(“PPK”) in the form of a convertible note (“Note”) in the amount of $620,000. The convertible note bore interest at 6% per annum~~ and ~~was due on September 1, 2021. In accordance with its terms, the Company converted the Note on~~ May 1931, ~~2021 into a 6.2% interest in PPK. Upon conversion~~2022, ~~accrued~~investments ~~interest of $5,707 was forgiven.~~are:

~~Upon~~ Schedule ~~conversion, a Securities Purchase Agreement dated March 24, 2021 (the “PPK Agreement”) became effective and the Company acquired an additional 3.8% interest in PPK (10% in total) for payment~~ of $380,000 by issuance of 1,520,000 shares of the Company’s restricted common stock. The total fair value of shares issued was $972,800 based on the closing price of the Company’s shares of $0.64. The Company determined that the fair value of the 3.8% interest on the conversion date was $380,000 which was the negotiated price between the two parties. Thus, the Company recorded an impairment expense of $592,800 on the conversion date.investments

On August 26, 2021, the Company acquired an additional 15% interest in PPK (25% ownership in total) pursuant to a Securities Purchase Agreement with an effective date of May 19, 2021 through issuance of 5,972,222 shares of restricted common stock valued at $1,791,666 based on the closing price of the Company’s common stock, which was $0.30 per share as of August 16, 2021, the date fixed by agreement for pricing the issuance of the shares. The additional 15% acquisition under the Securities Purchase Agreement called for payment of $930,000 in cash and $570,000 in stock, but by supplemental agreement, PPK agreed to accept payment for 15% in the form of all common stock of the Company.


	November 30		May 31,
Investments	2022		2022
PPK Investment Group, Inc.	$	2,791,666	$	2,791,666
Satellite Dip, LLC		10,000		—
WDSY, LLC		200,000		200,000
BLIP Holdings, LLC		100,000		100,000
Total investments	$	3,101,666	$	3,091,666

~~The~~ PPK Agreement includes a put option allowing PPK to put shares of the Company’s common stock received as part of the Company’s investment in PPK, back to the Company at $0.25 per share. The put option protects PPK against a drop in the market price of the Company’s common stock below a $0.25 per share. The put option may be exercised after six months from the date of each investment. No more than 5% of the total shares held by PPK can be put back to the Company in any calendar quarter. The put option had value of $nil and $nil at August 31, 2022 and May 31, 2022. The put option continues so long a PPK holds shares of MJHI that it received as part of MJHI’s investment in PPK.

~~The~~On March ~~PPK~~24, ~~Agreement~~2021, ~~gives~~ the Company, ~~the~~as ~~right~~lender, toclosed ~~increase its~~a ~~investment~~loan up to aPPK ~~100%~~Investment ~~ownership~~Group, ~~interest~~Inc. (“PPK”) in ~~PPK,~~the ~~provided~~form ~~such~~of ~~increased~~a ~~ownership~~convertible note is(“Note”) in ~~compliance~~the ~~with~~amount ~~Oklahoma~~of ~~State~~$620,000. ~~cannabis licensing~~The ~~requirements.~~convertible ~~Terms~~note ofbore ~~purchase~~interest ~~for~~at ~~increased~~6% ~~ownership~~per ofannum ~~PPK~~and ~~will~~was bedue ~~similar~~on toSeptember ~~those~~1, as2021. In accordance with its terms, the ~~initial~~Company ~~acquisition~~converted ~~with~~the Note on May 19, 2021 into a ~~combination of~~6.2% ~~cash~~interest ~~and~~in ~~shares~~PPK. ofUpon ~~the~~conversion, ~~Company’s~~accrued ~~common~~interest of ~~stock~~$5,707 was forgiven.

~~The Company~~Upon conversion, ~~pursuant~~a toSecurities Purchase Agreement dated March 24, 2021 (the “PPK Agreement,”) isbecame ~~also~~effective ~~obligated~~and tothe ~~pay~~Company anacquired ~~earnout~~an toadditional 3.8% interest in PPK as(10% ~~follows:~~in total) for payment of $380,000 by issuance of 1,520,000 shares of the Company’s restricted common stock. The total fair value of shares issued was $972,800 based on the closing price of the Company’s shares of $0.64. The Company determined that the fair value of the 3.8% interest on the conversion date was $380,000 which was the negotiated price between the two parties. Thus, the Company recorded an impairment expense of $592,800 on the conversion date.

●On August ~~The~~26, ~~Company~~2021, isthe ~~required~~Company toacquired ~~pay~~an additional ~~consideration~~15% tointerest ~~PPK for an earnout~~ in ~~the event the~~ PPK ~~business~~(25% ~~valuation~~ownership atin ~~the~~total) ~~end~~pursuant ofto a ~~pre-determined~~Securities ~~look~~Purchase ~~back~~Agreement with ~~period~~an iseffective ~~greater~~date ~~than $10,000,000. For purposes~~ of ~~the~~May ~~earnout~~19, ~~the~~2021 ~~valuation~~through ~~will~~issuance beof ~~based on three times earnings before interest~~5, ~~taxes~~972,222 ~~depreciation,~~shares ~~and~~of ~~amortization~~restricted common ~~(EBITDA).~~stock Ifvalued ~~EBITDA~~at ~~exceeds~~ $31,~~333~~791,~~333~~666 inbased on the ~~twelve~~closing ~~months~~price ~~immediately~~of ~~preceding~~ the ~~look~~Company’s ~~back~~common ~~date of March 31~~stock, ~~2023,~~which ~~additional~~was ~~consideration~~$0.30 ~~will~~per beshare ~~owed~~as toof ~~PPK~~August 16, ~~under~~2021, the ~~earnout~~date infixed anby ~~amount~~agreement ~~sufficient~~for topricing ~~equal~~ the ~~earnout~~issuance ~~valuation~~of ~~less $10,000,000 times~~ the ~~percentage~~shares. ofThe ~~PPK~~additional ~~then~~15% ~~owned~~acquisition byunder the ~~Company.~~Securities ~~Such~~Purchase Agreement ~~additional~~called ~~consideration~~for ~~will~~payment beof ~~paid~~$930,000 ~~62%~~ in cash and ~~38%~~$570,000 in ~~shares~~stock, ofbut ~~the~~by ~~Company’s~~supplemental ~~common~~agreement, ~~stock.~~PPK Noagreed ~~liability~~to ~~has~~accept ~~been~~payment ~~accrued~~ for 15% ~~this~~in ~~potential obligation as~~ the ~~Company~~form ~~has assessed the probability~~ of anall ~~obligation~~common ~~being~~stock ~~incurred to be remote as~~ of ~~August~~the ~~31, 2022~~Company.

● The Company also entered into an employment agreement with Ralph Clinton Pyatt III (“Clinton Pyatt”), President of PPK, to continue his role as Chief Executive Officer and President of PPK business for a threeF-~~year term effective May 22, 2021.~~10

~~F-11~~The PPK Agreement includes a put option allowing PPK to put shares of the Company’s common stock received as part of the Company’s investment in PPK, back to the Company at $0.25 per share. The put option protects PPK against a drop in the market price of the Company’s common stock below a $0.25 per share. The put option may be exercised after six months from the date of each investment. No more than 5% of the total shares held by PPK can be put back to the Company in any calendar quarter. Prior to the three month period ended November 30, 2022, the trading price of the Company’s stock was above the $0.25 put price thus no value was assigned to the option. At November 30, 2022, the trading price was $0.041 per share and the put option had value of $78,294. The amount was recognized as a fair value of put option expense in the condensed consolidated statement of operations and a corresponding liability on the condensed consolidated balance sheet. The put option continues so long a PPK holds shares of MJHI that it received as part of MJHI’s investment in PPK.

The PPK Agreement gives the Company ~~also~~the ~~has~~right anto ~~option~~increase its investment up to ~~acquire~~a ~~the~~100% ~~real estate~~ownership ~~that~~interest in PPK, ~~uses~~provided such increased ownership is in ~~its~~compliance ~~operations~~with Oklahoma State cannabis licensing requirements. ~~The~~Terms ~~real~~of ~~estate~~purchase isfor ~~currently~~increased ~~under~~ownership ~~lease~~of PPK will be similar to ~~PPK~~those byas anthe ~~affiliated~~initial ~~company~~acquisition ~~owned~~with bya ~~Clinton~~combination ~~Pyatt, the~~of ~~President~~cash and shares of ~~PPK~~the Company’s common stock.

~~At August 31~~The Company, ~~2022~~pursuant ~~and~~to ~~May 31, 2022,~~ the ~~Company has a payable due to~~ PPK ~~of $271~~Agreement,~~791~~ ~~and $230,524, respectively. The balance~~ is ~~included~~also inobligated ~~Accounts payable~~ to ~~related~~pay ~~parties~~an onearnout ~~the~~to ~~condensed consolidated~~PPK ~~balance~~as ~~sheets.~~follows:

~~WDSY~~● The Company is required to pay additional consideration to PPK for an earnout in the event the PPK business valuation at the end of a pre-determined look back period is greater than $10,000,000. For purposes of the earnout, the valuation will be based on three times earnings before interest, taxes, depreciation, and ~~BLIP~~amortization (EBITDA). If EBITDA exceeds $3,333,333 in the twelve months immediately preceding the look back date of March 31, 2023, additional consideration will be owed to PPK under the earnout in an amount sufficient to equal the earnout valuation less $10,000,000 times the percentage of PPK then owned by the Company. Such additional consideration will be paid 62% in cash and 38% in shares of the Company’s common stock. No liability has been accrued for this potential obligation as the Company has assessed the probability of an obligation being incurred to be remote as of November 30, 2022.

On● ~~October~~The ~~8, 2021, the~~ Company also entered into ~~two~~an ~~brand development~~employment ~~agreements~~agreement with ~~WDSY,~~Ralph ~~LLC~~Clinton ~~(“WDSY”)~~Pyatt ~~and~~III ~~Blip Holdings, LLC~~ (“~~BLIP~~Clinton Pyatt”), ~~for~~President ~~expansion~~ of ~~the WEEDSY and BLVK brands~~PPK, ~~respectively,~~to ~~into~~continue ~~Oklahoma~~his ~~and~~role ~~South~~as ~~Dakota.~~Chief ~~Under~~Executive ~~the~~Officer ~~agreements, PPK will manufacture~~ and ~~distribute~~President ~~these~~of ~~brands~~PPK inbusiness ~~Oklahoma and~~for ~~South~~a ~~Dakota~~three-year ~~and~~term ~~will~~effective ~~pay~~May ~~the~~22, ~~respective companies 10% royalties on all net sales of the branded products in those territories~~2021.

~~On October 8, 2021, the Company acquired a 10% interest~~The ~~in WDSY in exchange for 377,358 shares of the~~ Company’s ~~common~~also ~~stock~~has ~~and~~an aoption ~~10% interest in BLIP in exchange for 188,679 shares of the Company’s common stock. The shares~~ to beacquire ~~issued were valued at~~ the ~~closing~~real ~~price~~estate ofthat ~~the~~PPK ~~common~~uses ~~stock,~~in ~~$0.53~~its ~~per share, on October 8, 2021~~operations. ~~Additional shares may be due to WDSY and BLIP based on lookback valuations of both companies.~~ The ~~lookback~~real ~~valuations~~estate ~~will~~is ~~be based~~currently on trailing twelve months sales for WDSY and trailing three-month sales for BLIP on the second anniversary of each agreement, or sooner if the agreements are terminated before the second anniversaries. At August 31, 2022, management has assessed the probability of a potential liability due under ~~the~~lease ~~lookback valuation provisions of WDSY and BLIP~~ to ~~be low and no stock payable was due. No liability~~PPK ~~has~~by ~~been~~an ~~accrued~~affiliated ~~for~~company ~~this~~owned ~~potential~~by ~~obligation~~Clinton asPyatt, the ~~Company~~President ~~has assessed the probability~~ of ~~an obligation being incurred to be remote as of August 31, 2022~~PPK.

~~The~~At ~~Company~~November ~~evaluated~~30, ~~its~~2022 ~~investment~~and inMay ~~PPK~~31, ~~WDSY~~2022, the Company ~~and~~has ~~BLIP~~a aspayable due to PPK of ~~August~~$460,313 31and $230,524, ~~2022~~respectively. ~~and~~The ~~identified~~balance nois ~~indicators~~included ofin ~~possible~~payable ~~impairment~~to related parties on ~~their~~the ~~carrying~~condensed consolidated ~~values~~balance sheets.

~~Satellites~~WDSY and ~~Dip, LLC~~BLIP

On October ~~June 7~~8, ~~2022~~2021, the Company ~~purchased~~entered 1%into ~~membership units~~two ofbrand ~~Satellites~~development ~~Dip~~agreements with WDSY, LLC (“~~Satellites~~WDSY”) and Blip Holdings, LLC (“BLIP”) for ~~$10~~expansion of the WEEDSY and BLVK brands,~~000~~ respectively, into Oklahoma and South Dakota. ~~The~~Under ~~Company~~the ~~has~~agreements, PPK awill ~~note~~manufacture ~~payable~~and todistribute ~~Satellites~~these ~~for~~brands in Oklahoma and South Dakota and will pay the ~~purchase~~respective ofcompanies 10% royalties on aall ~~license~~net ~~and~~sales ~~equipment.~~of ~~See~~the ~~Note~~branded 4products in those territories.

~~NOTE~~On October 58, –2021, ~~NOTES~~the ~~PAYABLE~~Company acquired a 10% interest in WDSY in exchange for 377,358 shares of the Company’s common stock and a 10% interest in BLIP in exchange for 188,679 shares of the Company’s common stock. The shares to be issued were valued at the closing price of the common stock, $0.53 per share, on October 8, 2021.

~~SMC Convertible Note Payable~~F-11

OnAdditional ~~May~~shares ~~11,~~may ~~2022,~~be ~~the~~due ~~Company~~to ~~entered~~WDSY ~~into~~and anBLIP ~~agreement~~based ~~with~~on ~~SMC~~lookback ~~Cathedral~~valuations ~~City~~of ~~Holdings,~~both ~~LLC,~~companies. aThe ~~Delaware~~lookback ~~limited~~valuations ~~liability~~will ~~company~~be ~~(“SMC~~based on trailing twelve months sales for WDSY and trailing three-~~CCH”)~~month sales for BLIP on the ~~sale~~second anniversary of ~~Secured~~each ~~Convertible Promissory~~agreement, ~~Note~~or (sooner if the ~~“Note”)~~agreements are terminated before the second anniversaries. ~~The~~At ~~Note~~November ~~provides~~30, ~~for~~2022, anmanagement ~~original~~has ~~issue~~assessed ~~discount~~the probability of ~~35%,~~a ~~bears~~potential ~~interest~~liability atdue under the ~~rate~~lookback valuation provisions of ~~12%,~~ WDSY and isBLIP to be low and no stock payable was due. atNo ~~maturity~~liability ~~which~~has isbeen ~~twelve~~accrued ~~months~~for ~~from~~this potential obligation as the Company ~~issue~~has ~~date~~assessed the probability of ~~the~~an ~~Note~~obligation orbeing ~~May~~incurred 10to be remote as of November 30, ~~2023~~2022. ~~The~~Brand ~~Note~~royalties isare ~~secured~~due by the ~~all~~Company ~~assets~~for sales of ~~the Company~~WDSY. See Note 8.

~~Any principal amount or interest on the Note that~~Satellites isDip, ~~not paid when due will bear interest at the lesser of 16% or the maximum amount permitted by law.~~LLC

~~The principal amount of the Note and interest may~~On beJune ~~converted~~7, at2022, ~~any time following~~ the ~~issue~~Company ~~date~~purchased ~~into~~1% ~~fully~~membership ~~paid~~units ~~and nonassessable shares~~ of ~~the~~Satellites ~~Company’s~~Dip, ~~common~~LLC ~~stock~~(“Satellites”) atfor ~~a conversion price of~~ $010,000.20 ~~per share.~~ The ~~number~~Company ofhas a ~~shares~~note ~~issuable~~payable ~~upon conversion is limited~~ to ~~4.99%~~Satellites offor the ~~outstanding~~purchase ~~shares at the time~~ of ~~conversion, unless~~a ~~waived~~license byand ~~SMC-CCH~~equipment. ~~upon~~See 61Note ~~days prior written notice~~5.

~~F-12~~The Company evaluated its investment as of November 30, 2022 and identified no indicators of possible impairment on their carrying values.

~~So long as any balance due on the Note remains outstanding,~~NOTE ~~the~~5 ~~Company~~– ~~has~~NOTES agreed to apply 50% of proceeds from issuance of debt or equity securities, conversion of outstanding warrants, issuance of securities pursuant to an equity line of credit, or the sale of assets, to reduce the outstanding balance of the Note.PAYABLE

~~Through May 31, 2022, the Company borrowed $2,317,198~~SMC ~~under~~Convertible ~~the~~Note note receiving $1,500,000 in cash, net of $817,198 for the original issue discount. During the three months ended August 31, 2022, the Company borrowed an additional $888,259 under the note receiving $575,000, net of $313,259 for the original issue discount. At August 31, 2022, the outstanding principal balance is $2,851,698 and unamortized discount is $1,634,519 for a net balance of $1,217,179. During the three months ended August 31, 2022, the Company recognized $70,942 in interest on the note and recognized $534,593 in for the amortization of the note discount. At August 31, 2022 and May 31, 2022, the accrued interest payable balance on the note is $83,852 and $12,910, respectively, which is included in accounts payable and accrued liabilities on the condensed consolidated balance sheet.Payable

At On May 3111, 2022, the Company ~~has~~entered into an agreement with SMC Cathedral City Holdings, LLC, a ~~balance~~Delaware ~~owing~~limited toliability company (“SMC-CCH”) for the sale of Secured Convertible Promissory Note (the “Note”). Steve MacDonald, president of ~~$50~~SMC-CCH,~~000~~ ~~for~~is ~~advance~~a shareholder and related party of ~~funds~~the ~~included~~Company. inThe ~~accounts~~Note ~~payable~~provides –for ~~long~~an ~~term~~original onissue discount of 35%, bears interest at the ~~condensed~~rate ~~consolidated~~of ~~balance~~12%, and is ~~sheets.~~due ~~The~~at ~~balance~~maturity ~~was~~which ~~satisfied~~is ~~with~~twelve ~~shares~~months offrom the ~~Company’s~~issue ~~common~~date ~~stock~~of ~~during~~ the ~~three~~Note ~~months~~or ~~ended~~May ~~August 31~~10, ~~2022~~2023. ~~See~~The Note 7 is secured by all assets of the Company.

~~Diagonal~~Any principal ~~Convertible~~amount or interest on the Note ~~Payable~~that is not paid when due will bear interest at the lesser of 16% or the maximum amount permitted by law.

OnThe principal ~~June~~amount ~~17,~~of ~~2022,~~ the ~~Company~~Note ~~entered~~and ~~into~~interest anmay ~~agreement with~~be ~~1800~~converted ~~Diagonal~~at ~~Lending,~~any ~~LLC~~time ~~(“Diagonal”)~~following ~~whereby~~ the ~~Company~~issue ~~issued~~date ~~convertible~~into ~~note~~fully topaid ~~Diagonal~~and ~~with~~nonassessable ~~a principal amount~~shares of ~~$103,750.~~the ~~The~~Company’s ~~note~~common ~~bears~~stock ~~interest~~ at ~~10% and has~~ a ~~term~~conversion ofprice ~~one year when payment~~ of ~~principal~~$0.20 ~~and~~per ~~interest is due~~share. ~~After~~The ~~180~~number ~~days, the~~of ~~note is convertible into~~ shares ofissuable ~~the~~upon ~~Company’s~~conversion ~~common~~is ~~stock~~limited to ~~the~~4.99% ~~number~~ of ~~which determined by dividing~~ the ~~principal balance~~ outstanding byshares ~~65%~~at of the ~~trading~~time ~~price~~ of ~~the~~conversion, ~~Company’s~~unless ~~stock~~waived onby ~~the~~SMC-CCH ~~date~~upon of61 ~~the~~days ~~conversion~~prior written notice.

~~Satellites~~So long as any balance due on the Note ~~Payable~~remains outstanding, the Company has agreed to apply 50% of proceeds from issuance of debt or equity securities, conversion of outstanding warrants, issuance of securities pursuant to an equity line of credit, or the sale of assets, to reduce the outstanding balance of the Note.

OnDuring the ~~July~~year 13ended May 31, 2022, the Company ~~entered~~received ~~into~~a anportion ~~unsecured promissory~~of ~~note~~the proceeds with ~~Satellites that had~~ a ~~stated~~ principal balance of $1,~~000~~963,~~000~~439 ~~in exchange for the Company acquiring a license agreement~~ and ~~equipment~~original ~~from Satellites. See Note 10. The note is non-~~interest discount ~~bearing and has a term~~ of 24$692,439 ~~months.~~for ~~Monthly~~net ~~payments~~proceeds of $~~41,657 are due starting August~~ 1, ~~2022~~271,000. ~~Because~~On the ~~note~~date isof ~~non-interest~~receipt ~~bearing,~~of the ~~Company~~proceeds, ~~recorded~~the atrading ~~discount~~price onof the ~~note~~Company’s common ofstock ~~$97,048~~exceeded ~~using a~~the ~~discount~~conversion ~~rate~~price of ~~10%. The discount is being amortized over~~ the ~~term~~Note ofand the ~~note.~~Company ~~Amortization~~recognized ofa ~~the~~beneficial ~~discount~~conversion ~~was~~feature of $71,~~525~~498,757 ~~during~~as ~~the~~additional ~~three~~paid ~~month~~in ~~period~~capital. ~~ended~~Of ~~August~~this 31amount, ~~2022.~~$1,271,000 ~~The~~was ~~Company~~additional ~~made~~discount ~~its~~on ~~first~~the ~~monthly~~note ~~payment~~payable ofand $41227,~~657~~566 ~~(principal~~was ofrecognized ~~$34,142~~as ~~and~~financing ~~interest of~~costs ~~$7,525)~~in onthe ~~August~~year 1ended May 31, 2022.

~~NOTE~~During the 6six –months ~~RELATED~~ended ~~PARTY~~November ~~TRANSACTIONS~~30, 2022, the Company borrowed additional funds under the note that had a principal balance of $1,963,439 and original interest discount of $558,419 for net proceeds of $1,025,000.

InAt ~~addition~~November to30, ~~related~~2022, ~~party~~the ~~transactions~~outstanding ~~described~~principal balance inis ~~Notes~~$3,546,858 4and unamortized discount is $1,123,607 for a net balance of $2,423,251. During the three and 5six months ended November 30, 2022, the Company ~~had~~recognized $95,448 and $166,390 respectively in interest expense on the ~~following~~note and recognized $756,072 and $1,290,666, respectively, for the amortization of the note discount. At November 30, 2022 and May 31, 2022, the accrued interest payable balance on the note is $179,300 and $12,910, respectively, which is included in payables – related ~~party~~parties ~~activity:~~on the condensed consolidated balance sheet.

~~At May 31 2022, the Company had advances from, and costs of services provided by, related parties totaling $1,821,482. These amounts were classified as long~~F-~~term liabilities and were settled with shares of the Company’s common stock in July 2022. See Note 7.~~12

~~During~~At May ~~three month period ended August~~ 31, 2022 ~~and 2021~~, the Company ~~recognized~~has ~~expense~~a ofbalance ~~$41,291~~owing ~~and~~to ~~112,641,~~Steve ~~respectively~~MacDonald $50,000 for ~~services~~advances ~~performed~~was byincluded ain ~~company~~payables ~~owned~~to byrelated parties – long term on the ~~CFO~~condensed consolidated balance sheets. AtThe ~~August 31,~~balance ~~2022~~was ~~and~~satisfied ~~May~~with ~~31,~~shares ~~2022,~~of the Company’s ~~had~~common ~~accounts~~stock ~~payable to~~ during the ~~company~~six ofmonths ~~$60,000~~ended ~~and~~November ~~$197~~30,~~683,~~ ~~respectively~~2022. ~~During~~See ~~the~~Note ~~three~~7. ~~month period~~At ~~ended~~November ~~August 31~~30, 2022, the Company ~~paid~~has ~~$150,000~~a inbalance ~~the~~owing ~~form~~to ofa ~~shares~~company ofcontrolled ~~its~~by Mr. ~~common~~MacDonald ~~stock~~of to$291,668 ~~reduce~~for ~~the~~unpaid rent. This amount ofis ~~the~~included ~~accounts payable~~in ~~due~~payables to ~~the~~related ~~CFO.~~parties ~~See~~on ~~Note~~the 7condensed consolidated balance sheets.

~~At August 31, 2022, the Company has a $55,000 payable~~Diagonal toConvertible ~~the~~Note ~~president of the Company for accrued salary. The amount is included in accounts payable – related parties on the condensed consolidated balance sheets.~~Payable

~~F-13~~On June 17, 2022, the Company entered into an agreement with 1800 Diagonal Lending, LLC (“Diagonal”) whereby the Company issued convertible note to Diagonal with a principal amount of $103,750. The note bears interest at 10% and has a term of one year when payment of principal and interest is due. After 180 days, the note is convertible into shares of the Company’s common stock the number of which determined by dividing the principal balance outstanding by 65% of the trading price of the Company’s stock on the date of the conversion.

~~During the three month period ended August 31, 2021,~~Satellites ~~the~~Note ~~Company had the following activity in its related party advances balance:~~Payable

~~Schedule~~On July 13, 2022, the Company entered into an unsecured promissory note with Satellites that had a stated principal balance of ~~related~~$1,000,000 in ~~party~~exchange ~~transactions~~for the Company acquiring a license agreement and equipment from Satellites. See Note 10. The note is non-interest bearing and has a term of 24 months. Monthly payments of $41,657 are due starting August 1, 2022. Because the note is non-interest bearing, the Company recorded a discount on the note of $97,048 using a discount rate of 10%. The discount is being amortized over the term of the note. Amortization of the discount was $20,857 and $28,382, respectively, during the three and six month periods ended November 30, 2022.

	Related Party Advances at		Additions During the Three Months Ended August 31, 2021				Related Party Advances at
	May 31, 2022		Advances		Services		August 31, 2022
Related Parties
Patrick Bilton, CEO and Director
Cash Advances	$	928,414	$	64,000	$	—	$	992,414
Payable for services		280,000				70,000		350,000
David Tobias, Director		80,553		—		—		80,553
Jerry Cornwell, Director		29,015		—		—		29,015
Total for related parties	$	1,317,982	$	64,000	$	70,000	$	1,451,982

NOTE 6 – RELATED PARTY TRANSACTIONS

~~NOTE~~In addition 7to –related ~~SHARE~~party ~~CAPITAL~~transactions described in Notes 4 and 5, the Company had the following related party activity:

~~In the three-month period ended August 31, 2022, shares~~Payables ~~were~~to ~~issued~~Related ~~for~~Parties: ~~stock payable, conversion of advances from related parties and conversion of accounts payable in the amounts set forth in the following table.~~

~~Schedule~~During three and six month period ended November 30, 2022, the Company recognized expense of ~~conversion~~$23,709 (2021: $23,709) and $65,000 (2021: $65,000), respectively, for services performed by a company owned by the former chief financial officer (CFO). At May 31, 2022, the Company had a balance due to the company of $197,683. During the six month period ended November 30, 2022, the Company paid $150,000 in the form of shares of its common stock to reduce the amount of the accounts payable due to the CFO, See Note 7. During the six month period ended November 30, 2022, the remaining amount due was converted to a note payable. The note bears interest at 5% and matures on July 31, 2024. The balance of the note payable at November 30, 2022 is $66,300 and is included in payable to related party – long term on the condensed consolidated balance sheet.

			Value of Shares Issued for:
Three Months Ended August 31, 2022	Total Shares Issued		Stock Payable		Conversion of Advances		Conversion of Accounts Payable		Total Value
Related Parties
David Tobias, Director		477,779	$	10,000	$	81,553	$	—	$	91,553
Jerry Cornwell, Director		155,158		—		29,015		—		29,015
Patrick Bilton, CEO		9,149,272		—		1,710,914		—		1,710,914
Brad Herr, CFO		864,638		15,000		—		150,000		165,000
Jason Roth, Director		41,667		10,000		—		—		10,000
Rich Turasky, Director		41,667		10,000		—		—		10,000
Randy Lanier, Director		220,238		52,857		—		—		52,857
Total for related parties		10,950,419		97,857		1,821,482		150,000		2,069,339
Unrelated Parties		329,882		15,000		—		50,000		65,000
Aggregate Totals August 31, 2022		11,280,301	$	112,857	$	1,821,482	$	200,000	$	2,134,339

At November 30, 2022, the Company has a $117,000 note payable to the president of the Company for accrued compensation. The note bears interest at 6% and was due on January 1, 2023. The amount is included in payable to related party on the condensed consolidated balance sheets. During the three and six month periods ended November 30, 2022 and 2021, the Company recognized officer compensation expense of $70,000 (2021: $70,000) and $140,000 (2021: $140,000), respectively.

~~Prior~~At November ~~to the three months ended August 31~~30, 2022, the Company ~~paid~~has ~~its~~a ~~directors~~balance ~~and~~due ~~certain~~to ~~consultants~~Cannabis inSativa, ~~shares~~Inc., ofwith whom the Company’s ~~common~~plans ~~stock~~to ~~for~~merge, ~~payment~~ of ~~services~~$19,388 ~~rendered.~~(see ~~Effective~~Note ~~June~~10). 1,The ~~2022,~~amount ~~the~~is ~~Company~~included ~~determined~~in ~~that~~payable itto ~~would~~related noparty ~~longer~~on ~~pay in shares of~~ the ~~Company’s~~condensed ~~common~~consolidated ~~stock~~balance insheets. ~~anticipation~~The ofmoney ~~its potential~~was ~~merger~~advanced ~~with~~from Cannabis Sativa, Inc. ~~(see~~to ~~Note~~cover ~~10)~~operating expenses.

~~F-14~~Advances from Related Parties:

InAt May ~~the three-month period ended August~~ 31, ~~2021~~2022, ~~shares were~~the ~~issued~~Company ~~for~~had ~~services~~advances from, and ~~investment~~costs inof ~~the~~services ~~amounts~~provided ~~set~~by, ~~forth~~related inparties ~~the~~totaling ~~following table~~$1,821,482. ~~The~~These ~~Company~~amounts ~~had~~were classified anas ~~aggregate~~long-term ofliabilities ~~$214,221~~and ofwere ~~common stock~~settled ~~payable~~with asshares of ~~August~~the ~~31,~~Company’s ~~2021~~common ~~which~~stock isin ~~comprised~~July of2022. ~~the~~See ~~following:~~Note 7.

~~Schedule of aggregate common stock payable~~F-13

Three Months Ended August 31, 2021	Shares issued for Services & Other				Shares issuable for Services & Other
	Shares		Value		Shares		Value
Related Parties
David Tobias, Director		—	$	—		29,377	$	10,000
Jerry Cornwell, Director		—		—		29,377		10,000
Brad Herr, CFO		—		—		44,066		15,000
Total for related parties		—		—		102,820		35,000
Unrelated Parties
Services		175,000		80,250		219,245		79,221
Patent issuance						400,000		100,000
Investment in PPK		5,972,222		1,791,666		—		—
Aggregate Totals May 31, 2021		6,147,222	$	1,871,916		722,065	$	214,221

During the six month period ended November 30, 2021, the Company had the following activity in its related party advances balance:

~~NOTE~~Schedule 8of –related ~~REVENUE~~party transactions

The Company product revenue is generated though sales of its Debudder products, produced by third parties and distributed by the Company. The Company’s customers, to which we extend trade credit terms, consist almost exclusively of domestic companies. The following table shows product sales for the three-month periods ended August 31, 2022 and 2021, along with customer concentration information for each period.

	Related Party Advances at		Additions During the Six Months Ended November 30, 2021				Related Party Advances at
	May 31, 2021		Advances		Services		November 30, 2021
Related Parties
Patrick Bilton, CEO and Director
Cash Advances	$	928,414	$	151,500	$	—	$	1,079,914
Payable for services		280,000		—		140,000		420,000.0
David Tobias, Director		80,553		2,000		—		82,553.0
Jerry Cornwell, Director		29,015		—		—		29,015
Total for related parties	$	1,317,982	$	153,500	$	140,000	$	1,611,482

~~Schedule~~NOTE 7 of– ~~revenues~~SHARE CAPITAL

	Three months ended August 31,
	2022			2021
Debudder product revenues	$	760		$	82,754
Customer concentrations
Debudder sales
Customer A	$	—		$	42,320
Customer B		532			—
Totals	$	532		$	42,320
% of total revenues		70	%		51	%

In the six month period ended November 30, 2022, shares were issued for stock payable, conversion of advances from related parties and conversion of accounts payable in the amounts set forth in the following table.

~~All~~ Schedule ~~sales~~of ~~were~~conversion ~~domestic~~accounts ~~in the three-month period ended August 31, 2022. All sales were domestic except for $168 in the three-month period ended August 31, 2021.~~payable

F-15

			Value of Shares Issued for:
Six Months Ended November 30, 2022	Total Shares Issued		Stock Payable		Conversion of Advances		Conversion of Accounts Payable		Total Value
Related Parties
David Tobias, Director		477,779	$	10,000	$	81,553	$	—	$	91,553
Jerry Cornwell, Director		155,158		—		29,015		—		29,015
Patrick Bilton, CEO		9,149,272		—		1,710,914		—		1,710,914
Brad Herr, CFO		864,638		15,000		—		150,000		165,000
Jason Roth, Director		41,667		10,000		—		—		10,000
Rich Turasky, Director		41,667		10,000		—		—		10,000
Randy Lanier, Director		220,238		52,857		—		—		52,857
Total for related parties		10,950,419		97,857		1,821,482		150,000		2,069,339
Unrelated Parties		329,882		15,000		—		50,000		65,000
Aggregate Totals November 30, 2022		11,280,301	$	112,857	$	1,821,482	$	200,000	$	2,134,339

~~Sales~~Prior to of the ~~Debudder~~six ~~product~~months ~~line~~ended ~~were~~November ~~substantially reduced~~30, ~~due~~2022, to the ~~focus~~Company ofpaid ~~the~~its ~~company~~directors ~~turning~~and tocertain ~~getting~~consultants ~~the~~in ~~Colorado~~shares ~~and~~of ~~California~~the ~~Cannabis~~Company’s ~~facilities~~common stock upfor ~~and~~payment ~~running,~~of ~~once~~services ~~these operations~~rendered. ~~are~~Effective ~~fully~~June up1, ~~and~~2022, ~~running~~ the ~~company~~Company ~~plans~~determined tothat ~~resume~~it ~~advertising~~would ~~and~~no ~~sales~~longer ofpay ~~the~~in ~~product~~shares ~~line.~~of ~~Total~~the ~~sales revenue earned~~Company’s ~~during~~common ~~the~~stock ~~three~~in ~~month~~anticipation ~~period~~of ~~ended~~its ~~August~~potential ~~31,~~merger ~~2022~~with inCannabis ~~Colorado~~Sativa, ~~and~~Inc. ~~California~~(see ~~was~~Note ~~$43,958~~10).

~~NOTE 9 – INVENTORY~~F-14

~~Inventory~~In the ~~consists~~six-month ofperiod ended November 30, 2021, shares were issued for services and investment in the amounts set forth in the following: table.

Schedule of ~~inventory~~aggregate common stock payable

	August 31, 2022		May 31, 2022
			Value of Shares Issued for:
Debudder products	$	24,753	$	24,794
Six Months Ended November 30, 2021	Total Shares Issued		Stock Payable		Services		Investments		Total Value
Raw material - biomass		28,530		21,868
Related Parties
Raw material - distillate		31,203		76,916
David Tobias, Director		29,377	$	––	$	10,000	$	—	$	10,000
Finished goods		399,958		73,481
Jerry Cornwell, Director		29,377		—		10,000		—		10,000
Total	$	484,444	$	197,059
Brad Herr, CFO		44,066		—		15,000		—		15,000
Randy Lanier, Director		25,179		—		8,571		—		8,571
Total for related parties		127,999		—		43,571		—		43,571
Unrelated Parties		7,357,325		100,000		185,250		2,091,666		2,376,916
Aggregate Totals November 30, 2021		7,485,324	$	100,000	$	228,821	$	2,091,666	$	2,420,487

~~At August 31, 2022 and May 31, 2022, raw material~~ NOTE 8 – biomass is on consignment from a third-party company with which the Company has a license agreement. Under the agreement, the Company obtains the third party from which produces the cannabis products. The third party sells the product and reimburses the Company for manufacturing costs. The third party pays the Company 85% of net profits after reimbursement. The Company absorbs all losses from sale of the products. During the three month period ended August 31, 2022, due to the start up nature of the manufacturing, no net revenues have been earned on these products.REVENUE

~~NOTE~~The 10Company –product revenue is generated though sales ~~ACQUISITIONS~~of ~~AND~~Wholesale ~~PROPOSED~~Cannabis ~~MERGER~~Products and sales of its Debudder products which are produced by third parties and distributed by the Company.

~~Acquisition~~The offollowing ~~License~~table ~~Agreements~~shows revenue for the three and ~~Equipment~~six-month periods ended November 30, 2022 and 2021:

On Schedule July 18, 2022, the Company acquired manufacturing equipment and two cannabis licenses for a cannabis manufacturing and distribution business located in Cathedral City, California. The Company paid $1,000,000 for the acquisition by issuance of an unsecured non-interest bearing note payable in 24 monthly installments. The Company is currently operating the California facility under a management services agreement pending transfer of the licenses into the Company’s name. The purchase price was $902,952 which consisted of a note payable with a $1,000,000 principal balance discounted $97,048. The purchase price was allocated to the equipment for $270,886 and the licenses for $632,066 based on their relative fair value.revenues

Merger with Cannabis Sativa, Inc.

	Three months ended November 30,		Six months ended November 30,
Wholesale Cannabis Product Revenue	2022		2022
Colorado	$	47,593	$	86,245
California		76,753		82,020
		124,346		168,265

Debudder Revenue		141		901

Total	$	124,487	$	169,166

OnThere ~~August~~was 8,no ~~2022,~~revenue ~~the~~from ~~Company~~Wholesale ~~entered into an Agreement of Merger and Plan of Reorganization dated August 8, 2022 with~~ Cannabis ~~Sativa, Inc. (“CBDS”), to be effective on the first~~Products ~~business~~for ~~day~~during ~~following approval of~~ the ~~merger~~same bytime ~~the~~periods ~~shareholders~~in ~~of MJHI and CBDS~~2021. ~~The~~All ~~merger~~revenue ~~agreement provides~~ for the ~~merger~~same ofperiods ~~MJHI with~~in ~~and~~2021 ~~into~~was ~~CBDS,~~from ~~with~~Debudder ~~CBDS as the surviving entity~~sales. ~~Under~~All ~~the~~sales ~~agreement, the Company’s shareholders will receive 2.7 shares of~~were ~~CBDS~~domestic ~~common~~in ~~stock for each one share of~~ the ~~Company’s~~three ~~common~~and ~~stock~~six ~~held~~month ~~immediately~~periods ~~prior~~ended toNovember ~~the~~30, ~~merger~~2022. ~~Following~~All ~~the~~Debudder ~~merger,~~sales ~~the shareholders~~were ofdomestic ~~MJHI~~except ~~will~~for ~~hold approximately 72% of the total outstanding shares of common stock of the surviving company~~$23,760 and ~~the shareholders~~$23,852 ofin ~~CBDS will hold approximately 28% of~~ the ~~total~~three ~~outstanding~~and ~~common~~six ~~shares~~month ofperiods ~~the~~ended ~~surviving~~November ~~company~~30, 2021.

FFor Wholesale Cannabis Products, we have Brand agreements that requires the Company to pay brand royalties on sales of that brand. For the three-16 and six-month periods ended November 30, 2022, total brand royalties due were $4,983.

~~NOTE~~During 11the –six ~~LEASES~~month period ended November 30, 2022, sales of the Debudder product line were substantially reduced due to the focus of the Company turning to getting the Colorado and California Cannabis facilities up and running. Once these operations are fully up and running the company plans to resume advertising and sales of the product line.

~~Colorado Lease: On January 1, 2022,~~During the ~~Company~~three ~~signed a lease for its office~~ and ~~facilities~~six ~~located~~month inperiods ~~Denver,~~ended ~~Colorado~~November ~~for a five year term. Monthly lease payments start at $6~~30,~~000~~ ~~and escalate to $7~~2022,~~293~~ inall ~~year~~debudder ~~five.~~revenue ~~Upon~~were ~~signing~~from the ~~lease,~~same ~~the~~customer. ~~Company~~During ~~recognized~~the athree ~~lease liability~~ and asix ~~right~~month periods ofended ~~use~~November ~~asset of~~30, ~~$308~~2021,~~127~~ ~~based on the two-year payment stream discounted using an estimated incremental borrowing rate of 10.0~~98%. Atand ~~August 31~~97%, ~~2022~~respectively, ~~the~~ ~~remaining lease term is 4.25 years. As~~ of ~~August~~debudder ~~31,~~revenue ~~2022,~~was ~~total~~from ~~future~~four ~~lease~~separate ~~payments are as follows:~~customers.

~~Future lease payments~~F-15

For the year ended May 31,
Remaining 2023	$	55,500
2024		77,175
2025		81,033
2026		85,085
2027		51,052
Total		349,845
Less imputed interest		(66,605	)
Net lease liability		283,240
Current portion		(48,855	)
Long-term portion	$	234,385

NOTE 9 – INVENTORY

~~For~~ Schedule ~~the three months ended August 31, 2022, rent expense~~ of ~~$19,715 was recognized for this lease.~~inventory

California Lease: On July 14, 2022, the Company signed a lease for its office and facilities located in Cathedral City, California for a five year term. Monthly lease payments are $72,917. Upon signing the lease, the Company recognized a lease liability and a right of use asset of $3,505,897 based on the five-year payment stream discounted using an estimated incremental borrowing rate of 10.0%. At August 31, 2022, the remaining lease term is 4.8 years. As of August 31, 2022, total future lease payments are as follows:

Inventory consists of the following:
	November 30, 2022		May 31, 2022
Debudder products	$	24,717	$	24,794
Raw material - biomass		176,082		21,868
Raw material - distillate		101,189		76,916
Finished goods		658,214		73,481
Total	$	960,202	$	197,059

For the year ended May 31,
Remaining 2023	$	802,087
2024		875,004
2025		875,004
2026		875,004
2027 and thereafter		947,921
Total		4,375,020
Less imputed interest		(986,349	)
Net lease liability		3,388,671
Current portion		(488,488	)
Long-term portion	$	2,900,183

At November 30, 2022 and May 31, 2022, raw material – biomass is on consignment from a third-party company with which the Company has a license agreement. Under the agreement, the Company obtains the third party from which it produces the cannabis products. The third party sells the product and reimburses the Company for manufacturing costs. The third party pays the Company 85% of net profits after reimbursement. The Company absorbs all losses from sale of the products. To date, the Company has not earned net profits under this arrangement.

~~For~~ NOTE ~~the~~10 ~~three~~– ~~months~~ACQUISITIONS ~~ended~~AND ~~August~~PROPOSED 31, 2022, rent expense of $72,917 was recognized for this lease. The lessor of the property is SMC Cathedral City Holdings, LLC, a company with which the Company has a convertible note payable due (See Note 5).MERGER

~~F-17~~Acquisition of License Agreements and Equipment

~~NOTE~~On 12July –18, ~~IMPACT~~2022, OFthe ~~COVID~~Company acquired manufacturing equipment and two cannabis licenses for a cannabis manufacturing and distribution business located in Cathedral City, California. The Company paid $1,000,000 for the acquisition by issuance of an unsecured non-19interest bearing note with Satellites payable in 24 monthly installments. The Company is currently operating the California facility under a management services agreement pending transfer of the licenses into the Company’s name. The purchase price was $902,952 which consisted of a note payable with a $1,000,000 principal balance discounted $97,048. The purchase price was allocated to the equipment for $270,886 and the licenses for $632,066 based on their relative fair value. Once payments have been made to reach 35% of the amount due, the Company can file with the CA DCC to start the process of transferring the license.

InMerger ~~March~~with ~~2020,~~Cannabis COVID-19 was declared a pandemic by the World Health Organization and the Centers for Disease Control and Prevention. Its rapid spread around the world and throughout the United States prompted many countriesSativa, ~~including the United States, to institute restrictions on travel, public gatherings and certain business operations~~Inc. These restrictions significantly disrupted economic activity in the United States and Worldwide. As of November 30, 2021 and through the date of filing of this Form 10-Q, the disruption did not materially impact the Company’s financial statements.

~~The~~On ~~effects~~August of8, 2022, the ~~continued~~Company ~~outbreak~~entered ofinto ~~COVID-19~~an Agreement of Merger and ~~related~~Plan ~~government~~of ~~responses~~Reorganization ~~could~~dated ~~include~~August ~~extended~~8, ~~disruptions~~2022 with Cannabis Sativa, Inc. (“CBDS”), to ~~supply~~be ~~chains~~effective ~~and~~on ~~capital~~the ~~markets,~~first business ~~reduced~~day ~~labor~~following ~~availability~~approval of the merger by the shareholders of the Company and CBDS. The merger agreement provides for the amerger ~~prolonged~~of ~~reduction~~the inCompany ~~economic~~with ~~activity~~and into CBDS, with CBDS as the surviving entity. ~~These~~Under ~~effects~~the ~~could~~agreement, ~~have~~the aCompany’s ~~variety~~shareholders will receive 2.7 shares of ~~adverse~~CBDS ~~impacts~~common tostock for each one share of the Company,’s ~~including~~common ~~our~~stock ~~ability~~ held immediately prior to ~~operate~~the merger. Following Asthe merger, the shareholders of ~~August~~the 31Company will hold approximately 72% of the total outstanding shares of common stock of the surviving company, ~~2022~~and ~~there~~the ~~were~~shareholders noof ~~material~~CBDS ~~adverse~~will ~~impacts~~hold toapproximately 28% of the ~~Company’s~~total ~~operations~~outstanding ~~due~~common toshares ~~COVID-19~~of the surviving company.

~~The economic disruptions~~ NOTE ~~caused~~11 by– COVID-19 could also adversely impact the impairment risks for certain long-lived assets. Management evaluated these impairment considerations and determined that no such impairments occurred as of August 31, 2022 or through the date of filing this Form 10-Q.LEASES

~~NOTE~~Colorado 13Lease: –On ~~COMMITMENTS~~January ~~AND~~1, ~~CONTINGENCIES~~2022, the Company signed a lease for its office and facilities located in Denver, Colorado for a five year term. Monthly lease payments start at $6,000 and escalate to $7,293 in year five. Upon signing the lease, the Company recognized a lease liability and a right of use asset of $308,127 based on the two-year payment stream discounted using an estimated incremental borrowing rate of 10.0%. At November 30, 2022, the remaining lease term is 4.08 years. As of November 30, 2022, total future lease payments are as follows:

~~See~~ Future ~~Notes~~lease ~~4 and 11 for commitments related to royalties, earn-out provisions, and leases.~~payments


For the year ended May 31,
Remaining 2023	$	37,500
2024		77,175
2025		81,033
2026		85,085
2027		51,051
Total		331,844
Less imputed interest		(59,766	)
Net lease liability		272,078
Current portion		(51,001	)
Long-term portion	$	221,077

F-1816

For the three and six months ended November 30, 2022, rent expense of $19,715 and $39,430, respectively was recognized for this lease.

California Lease: On July 14, 2022, the Company signed a lease for its office and facilities located in Cathedral City, California for a five year term. Monthly lease payments are $72,917. Upon signing the lease, the Company recognized a lease liability and a right of use asset of $3,505,897 based on the five-year payment stream discounted using an estimated incremental borrowing rate of 10.0%. At November 30, 2022, the remaining lease term is 4.5 years. As of November 30, 2022, total future lease payments are as follows:


Remaining 2023	$	437,502
2024		875,004
2025		875,004
2026		875,004
2027 and thereafter		1,020,838
Total		4,083,352
Less imputed interest		(756,919	)
Net lease liability		3,326,433
Current portion		(575,558	)
Long-term portion	$	2,750,875

For the three and six months ended November 30, 2022, $218,751 and $291,668, respectively was recognized as rent expense for this lease. The lessor of the property is SMC Cathedral City Holdings, LLC, a company with which the Company has a convertible note payable due (See Note 5). This lease has not been paid to date as required by the lease agreement and the balance owed of $291,668 is included in payables to related party on the condensed consolidated balance sheet.

NOTE 12 – COMMITMENTS AND CONTINGENCIES

See Notes 4 and 11 for commitments related to royalties, earn-out provisions, and leases.

F-17

Filing Compare · MJ Harvest, Inc.