Quarterly report [Sections 13 or 15(d)]



>





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: November 30, 2020



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: 
333-234048










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 89139





(Address of
Principal Executive Office) (Zip Code)





(954) 519-3115





(Registrant's
telephone number, including area code)









N/A





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




———————








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 and posted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). ☒ Yes ☐ 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 January 14, 2021, is 22,087,731.






1



















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; and worldwide political stability and economic growth. The words “believe,” “expect,”
“anticipate,” “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 November
30, 2020 compared with the Three Months Ended November 30, 2019










The narrative
comparison of results of operations for the three-month periods ended November 30, 2020 and 2019 is based on the following table.




































































































































































































A






B






C






Three
Months Ended



November
30, 2020






November
30, 2019






A-B            Change



C/B  Change
%



REVENUE



$                 42,307






$                 67,130






$               (24,823)



-37%



COST OF REVENUE



16,953






24,626






(7,673)



-31%



Cost
of revenue as a % of total revenue



40%






37%












Gross
Profit



25,354






42,504






(17,150)



-40%



Gross
profit as a % of revenue



60%






63%












OPERATING EXPENSES





















Officer
and director compensation



135,000






112,500






22,500



20%



General
and administrative



17,564






17,076






488



3%



Impairment
of intangible assets



-






100,000






(100,000)



-100%



Professional
fees and contract services



144,171






128,393






15,778



12%



Total
operating expenses



296,735






357,969






(61,234)



-17%



NET
LOSS FROM CONTINUING OPERATIONS



(271,381)






(315,465)






44,084



-14%










Revenues decreased,
primarily as a result of the limited focus on the debudder product marketing effort. In the quarter ended August 31, 2020, management
expended considerable time and effort on the soils division which was acquired at the end of our last fiscal year (the “Elevated
Acquisition”). We experienced unanticipated difficulties in obtaining adequate and timely sales and product purchase records
from the field operator, and these difficulties diverted management attention from the debudder product marketing effort. The
lack of attention to marketing in the first quarter was reflected in the decrease in sales in the second quarter. We anticipate
that the marketing focus on the debudder products will increase now that the soils division has been discontinued.






2


















The three-month
period ended November 30, 2020 does not include any revenues or cost of sales from the Elevated Acquisition. The soils division
created out of the Elevated Acquisition was discontinued during the three months ended November 30, 2020.








Total operating
expenses decreased in the current period. No impairment expense was recognized in the current quarter compared to an impairment
expense of $100,000 in the same period a year earlier. Officer and director compensation increased due to increased director fees
in 2020 compared to 2019. General and administrative expenses were consistent between the periods. Professional fees and contract
services increased in 2020 compared to 2019 due to expanded marketing efforts relating to the brand building efforts and improving
investor awareness of the Company.








Net loss from
continuing operations decreased in 2020 compared 2019 primarily due to the reduction of impairment of intangible assets between
periods.










Six Months Ended November
30, 2020 compared with the Six Months Ended November 30, 2019










The narrative
comparison of results of operations for the six-month periods ended November 30, 2020 and 2019 is based on the following table.








































































































































































A






B






C






Six
Months Ended



November
30, 2020






November
30, 2019






A-B            Change



C/B  Change
%



REVENUE



$                 73,136






$                 88,090






$               (14,954)



-17%



COST OF REVENUE



30,134






37,070






(6,936)



-19%



Cost
of revenue as a % of total revenue



41%






42%












Gross
Profit



43,002






51,020






(8,018)



-16%



Gross
profit as a % of revenue



59%






58%












OPERATING EXPENSES





















Officer
and director compensation



265,000






262,500






$                   2,500



1%



General
and administrative



36,383






51,932






(15,549)



-30%



Impairment
of intangible assets



-






100,000






$             (100,000)



-100%



Professional
fees and contract services



239,853






233,352






6,501



3%



Total
operating expenses



541,236






647,784






$             (106,548)



-16%



NET
LOSS FROM CONTINUING OPERATIONS



(498,234)






(596,764)






98,530



-17%






Revenues from
debudder sales decreased, primarily due to the carryover impact of management’s focus in the quarter ended August 31, 2020
on establishing and building the soils division acquired from Elevated, which was subsequently discontinued. The efforts focused
on the soils division diverted management’s attention from sales of the debudder products.








Other operating
expenses were consistent between periods, with the exception of impairment of intangible assets which decreased in the current
six-month period.








Net loss from
operations decreased in 2020 compared 2019. The biggest driver in this improvement was from the reduction in impairment of intangible
assets.










Discontinued
Operations



.









After operating
the soils division for the three months ended August 31, 2020, management undertook an in-depth assessment of the business and
concluded that the soils division was not as represented at the time of the acquisition, was not likely to ever operate profitably
without significant revisions to operating methods and changes in personnel and was likely to create significant business questions
and concerns should it be continued. Accordingly, management elected to discontinue the business acquired from Elevated. Upon
discontinuation of the Elevated business, the Company entered into a settlement and unwinding agreement with Elevated and returned
all assets acquired in the transaction to Elevated. Common stock issued in the acquisition, aggregating 1,300,000 shares out of
1,400,000 shares originally issued, will be cancelled, and the Company agreed to pay a $10,000 walk-away fee. The $10,000 walk-away
fee is payable in five installments of $2,000 each with the final payment due in early March, 2021. Cancellation of the shares
will be registered once the final installment of the walk-away fee is paid. In the aggregate, the Company recognized a loss from
discontinued operations of $10,000 in the three and six-month periods ended November 30, 2020.












3












Operating
results for the three and six-month periods from the discontinued operations are reflected in the following table.
































































































OPERATING
RESULTS






Three
Months






Six
Months









Ended






Ended









November
30, 2020






November
30, 2020



Revenue






$













$



75,217






Cost of revenue






















66,243






Amortization






















13,125






Gross profit






















(4,151



)



Loss
on discontinued operations









10,000












10,000












$



(10,000



)






$



(14,151



)









Liquidity and Capital Resources









Cash flow
used in operating activities for the six-month period ended November 30, 2020 was $153,329 compared to $167,917 in the comparable
period 2019. During the period, our total cash decreased by $27,329. Cash to fund the negative cash flow from operations was derived
primarily from proceeds of advances from related parties totaling $126,000.








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








The 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 course of business.  We incurred net losses of
$512,385 and $596,764 for the six-month periods ended November 30, 2020 and 2019, respectively, and had an accumulated deficit
of $4,694,779 as of November 30, 2020.  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.









COVID-19









In March 2020,
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 countries, including the United States, to institute restrictions
on travel, public gatherings and certain business operations. These restrictions significantly disrupted economic activity in
the United States and Worldwide. To date, the disruption has not materially impacted the Company’s financial statements.
However, if the severity of the economic disruptions increase as the duration of the COVID-19 pandemic continues, the negative
financial impact due to reduced demand could be significantly greater in future periods than in the first quarter.






4


















The effects
of the continued outbreak of COVID-19 and related government responses could also include extended disruptions to supply chains
and capital markets, reduced labor availability and a prolonged reduction in economic activity. These effects could have a variety
of adverse impacts to the Company, including our ability to operate our facilities. To date, there have been no material adverse
impacts to the Registrants’ operations due to COVID-19.








In addition,
the economic disruptions caused by COVID-19 could also adversely impact the impairment risks for certain long-lived assets, equity
method investments and goodwill. Management evaluated these impairment considerations and determined that no such impairments
occurred through the date of this report.














Off Balance Sheet Arrangements










None







Item 3.  Quantitative and Qualitative Disclosures About Market Risk.









Not required.









Item 4.
Controls and Procedures.










Conclusions
of Management Regarding Effectiveness of Disclosure Controls and Procedures









At the end
of the period covered by this Quarterly Report on 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”) and Chief Financial
Officer (“CFO”), of the effectiveness of the design and operations of the Company’s disclosure controls and
procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act). Based on that evaluation,
the CEO and the CFO have 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.








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.









Changes
in Internal Control over Financial Reporting









There
have been no changes during the quarter ended November 30, 2020 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


.




















5











PART II – OTHER INFORMATION












Item 1. 
Legal Proceedings.









We are not
a party to any material legal proceedings, and, to the best of our knowledge, no such legal proceedings have been threatened against
us.









Item 1A. 
Risk Factors













Not
required.











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









During the
three months ended November 30, 2020, the board of directors authorized issuance of an aggregate of 454,857 shares of unregistered
common stock to four non-related parties (279,857 shares) and three related parties that were officers and/or directors (175,000
shares). The shares were issued for common stock payable at August 31, 2020 (296,857 shares) and for services rendered to the
Company in the period (158,000 shares).  The shares to be issued are valued at the closing price of the common stock in the
OTCQB market on the date the shares became issuable.  The shares, when issued were exempt from the registration requirements
of Section 5 of the Securities Act of 1933 pursuant to Section 4(2) of the Act since the recipients of the shares are persons
closely associated with the Company and the issuance of the shares will not involve any public offering.









Item 3. 
Defaults Upon Senior Securities.









None.









Item 4. 
Mine Safety Disclosures.









Not applicable.









Item 5. 
Other Information.









None.


















6











Item 6.  Exhibits.









The following documents are included
as exhibits to this report:








(a) Exhibits































Exhibit






Number









SEC
Reference Number

















Title
of Document






























































































































3.1




3




Amended and Restated Articles of Incorporation of MJ Harvest, Inc.














3.2*




3




Amended
Bylaws of MJ Harvest, Inc.














10.1*




10




Independent
Contractor Agreement with Patrick Bilton effective January 1, 2019














10.2*




10




Independent
Contractor Agreement with Brad Herr effective January 1, 2019














10.3*




10




Securities
Purchase Agreement by and between MJ Harvest, Inc. (fka EM Energy, Inc). and Original Ventures, Inc. dated November 7, 2017














10.4*




10




Securities
Purchase Agreement by and between MJ Harvest, Inc. and Original Ventures, Inc. dated December 7, 2018














31.1




31




Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (CEO)














31.2




31




Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (CFO)














32.1




32




Certification pursuant to 18 U.S.C. Section 1350, As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (CEO)














32.2




32




Certification pursuant to 18 U.S.C. Section 1350, As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (CFO)
















*



Incorporated
by reference to Exhibits 3.2, 10.1, 10.2, 10.3, and 10.4 of the Company's Registration
Statement on Form S-1 which was declared effective on January 9, 2020.











SIGNATURES









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









MJ Harvest, Inc.





Date:  January 19,
2021




















By:
/s/ Patrick Bilton



Patrick
Bilton, Principal Executive Officer






By:  /s/
Brad E. Herr



Brad
E. Herr, Chief Financial Officer and Principal Financial Officer








7











MJ Harvest, Inc.
















Contents









































































Page


















FINANCIAL
STATEMENTS – (Unaudited):














Consolidated
balance sheets





2















Consolidated
statements of operations





3















Consolidated
statements of changes in stockholders’ deficit





4















Consolidated
statements of cash flows





5















Notes
to consolidated financial statements





6
- 14













8












































MJ
HARVEST, INC.





CONSOLIDATED
BALANCE SHEETS





(unaudited)














































































































































































































































































































































































































































































































































































November
30,






May
31,
























2020






2020












ASSETS






CURRENT ASSETS:



























Cash and cash equivalents






$






5,014



$



32,343









Accounts receivable












13,235






19,216









Vendor deposits












-






20,000









Inventory












32,077






32,840












Total current
assets












50,326






104,399




































NON-CURRENT ASSETS:



























Fixed assets, net












13,359






15,879









Finite-lived intangible assets,
net












133,334






465,834









Indefinite-lived intangible
assets, net












-






25,000












Total non-current
assets












146,693






506,713












Total Assets






$






197,019



$



611,112










































LIABILITIES
AND STOCKHOLDERS’ DEFICIT



CURRENT LIABILITIES:
























Accounts payable and other
current liabilities






$






77,926



$



97,861






Payable for discontinued operations
(Note 3)












8,000






-












Total Current Liabilities












85,926






97,861

































LONG-TERM LIABILITIES:
























Common
stock payable












158,571






100,000






Payable
to related parties for services












140,000






-






Advances
from related parties












955,982






829,982












Total long-term liabilities












1,254,553






929,982












Total Liabilities












1,340,479






1,027,843

































COMMITMENTS AND CONTINGENCIES
(Note 5)



















































STOCKHOLDERS’ DEFICIT:
























Preferred stock, par value
$0.0001, 5,000,000 shares authorized,















no shares issued and outstanding












-






-






Common stock, $0.0001 par
value per share, 50,000,000 shares


















authorized, 23,347,731 and
22,892,874 issued and



























outstanding, respectively












2,335






2,289






Common stock subject to cancellation
on dicontinued



























operations (1,300,000 shares)
(Note 3)












(336,875)






-






Additional paid-in capital












3,885,859






3,763,374






Accumulated deficit












(4,694,779)






(4,182,394)












Total stockholders' deficit












(1,143,460)






(416,731)












Total Liabilities
and Stockholders' Deficit






$






197,019



$



611,112


























































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















FS-

2














































MJ
HARVEST, INC.





CONSOLIDATED
STATEMENTS OF OPERATIONS





(unaudited)

















































































































































































































































































































































































































































































































Three
months ended






Six
months ended


















November
30,






November
30,






November
30,






November
30,


















2020






2019






2020






2019







































REVENUE



$



42,307



$



67,130






73,136



$



88,090



COST OF REVENUE






16,953






24,626






30,134






37,070









Gross profit






25,354






42,504






43,002






51,020







































OPERATING EXPENSES:






























Officer and director compensation






135,000






112,500






265,000






262,500






General and administrative






17,564






17,076






36,383






51,932






Impairment of intangible assets






-






100,000






-






100,000






Professional fees and contract
services






144,171






128,393






239,853






233,352









Total operating expenses






296,735






357,969






541,236






647,784







































NET LOSS FROM CONTINUING  OPERATIONS






(271,381)






(315,465)






(498,234)






(596,764)







































LOSS FROM DISCONTINUED OPERATIONS

































Operating loss on discontinued
operations






-






-






(4,151)






-









Loss on discontinued operations






(10,000)






-






(10,000)






-



NET LOSS FROM DISCONTINUED
OPERATIONS






(10,000)






-






(14,151)






-







































NET LOSS



$



(281,381)



$



(315,465)



$



(512,385)



$



(596,764)







































NET LOSS PER COMMON SHARE
- Basic and diluted

































From continuing operations



$



(0.01)



$



(0.02)



$



(0.02)



$



(0.03)









From discontinued operations






(0.00)






-






(0.00)






-









Total



$



(0.01)



$



(0.02)



$



(0.02)



$



(0.03)







































WEIGHTED AVERAGE NUMBER OF COMMON

































SHARES OUTSTANDING - Basic
and diluted






22,997,841






19,538,464






22,945,071






19,156,116
































































































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















FS-

3




















































































































































































































































































































































































































MJ
HARVEST, INC.



CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT



(unaudited)










































FOR
THE THREE AND SIX MONTH PERIODS ENDED NOVEMBER 30, 2020 AND 2019
























Additional
























Common
Stock






Paid-In






Accumulated












Three
Month






Shares






Amount






Capital






Deficit






Total






BALANCES, August 31, 2019






19,111,739



$



1,911



$



1,872,701



$



(2,500,018)



$



(625,406)






Shares issued for compensation






740,500






75






185,050






-






185,125






Shares issued for common stock payable






155,500






15






38,860






-






38,875






Net loss






-






-






-






(315,465)






(315,465)






BALANCES, November 30, 2019






20,007,739






2,001






2,096,611






(2,815,483)






(716,871)










































BALANCES, August 31, 2020






22,892,874



$



2,289



$



3,763,374



$



(4,413,398)



$



(647,735)






Shares issued for compensation






158,000






16






62,944






-






62,960






Shares issued for common stock payable






296,857






30






59,541






-






59,571






Net loss






-






-






-






(281,381)






(281,381)






BALANCES, November 30, 2020






23,347,731






2,335






3,885,859






(4,694,779)






(806,585)










































Six
Month




































BALANCES, May 31, 2019






18,758,739



$



1,876



$



1,784,486



$



(2,218,719)



$



(432,357)






Shares issued for compensation






1,093,500






110






273,265






-






273,375






Shares issued for common stock payable






155,500






15






38,860






-






38,875






Net loss






-






-






-






(596,764)






(596,764)






BALANCES, November 30, 2019






20,007,739






2,001






2,096,611






(2,815,483)






(716,871)










































BALANCES May 31, 2020






22,892,874






2,289






3,763,374






(4,182,394)






(416,731)






Shares issued for compensation






454,857






46






122,485






-






122,531






Net loss






-






-






-






(512,385)






(512,385)






BALANCES, November 30, 2020






23,347,731



$



2,335



$



3,885,859



$



(4,694,779)



$



(806,585)










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







FS-

4

























































































































































































































































































































































MJ
HARVEST, INC.






CONSOLIDATED
STATEMENTS OF CASH FLOWS






(unaudited)





















Six
months ended















November
30,






November
30,















2020






2019






CASH FLOWS FROM OPERATING
ACTIVITIES


















Net loss



$



(512,385)



$



(596,764)






Adjustments to reconcile net
loss to net cash


















used in operating activities:





















Depreciation and amortization






23,145






4,186









Share based compensation






122,531






185,125









Common stock payable for compensation






58,571






118,500









Payable to related
party for services






140,000






-









Impairment of intangible asset






-






100,000






Changes in operating assets
and liabilities:





















Accounts receivable






5,981






9,091









Vendor deposits






20,000






480









Inventory






763






11,910









Payable for discontinued operations






8,000






-









Accounts payable and other current liabilities






(19,935)






(445)









NET
CASH (USED IN) OPERATING ACTIVITIES






(153,329)






(167,917)



























CASH FLOWS FROM FINANCING
ACTIVITIES





















Proceeds from advances by related parties






126,000






165,959









NET
CASH PROVIDED BY FINANCING ACTIVITIES






126,000






165,959
















































NET CHANGE IN CASH AND CASH
EQUIVALENTS






(27,329)






(1,958)



























CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD



32,343






13,592



























CASH AND CASH EQUIVALENTS
END OF PERIOD



$



5,014



$



11,634



























Non-cash financing and investing
activities:





















Shares issued for common stock payable



$



59,571



$



127,125









Shares payable
for intangible assets



$



-



$



100,000









Shares to be
cancelled on disconitnued operations (Note 3)



$



336,875



$



-



























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











FS-

5









NOTE 1 –
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES











Nature of Business












MJ
Harvest, Inc. (the “Company”), develops, acquires, and distributes agricultural and horticultural tools and implements
for sale primarily to growers and operators in the hemp and cannabis retail industry. In 2017, the Company acquired a 51% interest
in G4 Products LLC, (“G4”) which owns the intellectual property for a manual debudder product line marketed under
the Original 420 Brand as the Debudder Bucket Lid and Edge. The Company organized AgroExports LLC (“Agro”) to serve
as the domestic and international distribution arm for sales of agricultural and horticultural tools and implements, and created
www.procannagro.com for online sales.








In
September 2018, the Company changed its name to MJ Harvest, Inc. The articles of incorporation with the State of Nevada were amended
and restated to reflect the name change with an effective date of September 18, 2018.








On
December 7, 2018, the Company acquired the remaining 49% of G4, making it a wholly owned subsidiary. On April 10, 2019, the Company
formed AgroExports.CA ULC (“Agro Canada”), a wholly 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.








On
April 8, 2020, the Company finalized an acquisition from Elevated Ag Solutions, Inc. (“Elevated”) of several
domain names, a non-compete agreement, and customer relationships and began selling a broad range of products, including
soils and soil enhancements, through www.weedfarmsupply.com. The Company operated the business through the end of the first
quarter, but due to unforeseen difficulties in obtaining adequate transaction details, and lack of performance of the web
site, the Company entered into an agreement to unwind the acquisition. No sales were generated from this acquisition in the
quarter ended November 30, 2020. See Note 3 – Intangible Assets.










Basis of Presentation
and Consolidation










The
Company’s fiscal year-end is May 31. The unaudited financial statements have been prepared by the Company in accordance
with accounting principles generally accepted 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 only of normal recurring accruals) considered necessary
for a fair presentation of the interim financial statements have been included. Operating results for the three and six -month
periods ended November 30, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending
May 31, 2021.








For
further information refer to the financial statements and footnotes thereto in the Company’s audited financial statements
for the year ended May 31, 2020 in the Form 10-K as filed with the Securities and Exchange Commission.




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










Going
Concern












The
Company has an accumulated deficit of $4,694,779 which, among other factors, raises substantial doubt about the Company's ability
to continue as a going concern. 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.





FS-

6












The
intangible assets owned by G4, consisting of patents and other intangible assets relating to the Debudder Products, serve as
a building block for the Company’s efforts to grow revenues. In the six months ended November 30, 2020, the Company
generated operating revenue from the Debudder Products but the level of revenue from the current product line has not been
sufficient to support profitable operations to date.








Additional
acquisitions and business opportunities are also under consideration, but the Company has not reached agreement with any other
acquisition candidates or business opportunities. Management intends to finance operating costs over the next twelve months with
advances from directors and/or a private placement or public offering of common stock. The accompanying financial statements do
not include any adjustments that might be required should the Company be unable to continue as a going concern.












Use
of Estimates












The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and 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, amortization of intangible assets, and income taxes are subject to estimates. Actual results could differ
from those estimates.










Reclassifications










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










New Accounting
Standards










In
August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
2018-13, Fair Value Measurement (Topic 820): Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement. The
update modifies the disclosure requirements for recurring and nonrecurring fair value measurements, primarily those surrounding
Level 3 fair value measurements and transfers between Level 1 and Level 2. The new standard is effective for fiscal years beginning
after December 15, 2019, including interim periods within that reporting period. Adoption of this update as of June 1, 2020
did not have a material impact on the Company’s consolidated financial statements.








In
November 2018, the FASB issued ASU 2018-18, Clarifying the Interaction Between Topic 808 and Topic 606 Revenue
from Contracts with Customers, which clarifies when transactions between participants in a collaborative arrangement are
within the scope of Topic 606. Adoption of this update as of June 1, 2020 did not have a material impact on the Company’s
consolidated financial statements.










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.



















FS-

7










Revenue
Recognition










The
Company recognizes revenue from the sale of products and services in accordance with Accounting Standards Codification (“ASC”)
606,” Revenue Recognition.” At November 30, 2020, the Company operates as one reportable segment.








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 agricultural tools and implements, soils, and soil additives used
primarily in growing and harvesting hemp and marijuana. Shipments terms are FOB origination, so 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.








The
Company accounts for shipping and handling activities as a fulfillment cost and include fees received for shipping and handling
as part of the transaction price. Provision for sales incentives, discounts, and returns and allowances, if applicable, are accounted
for as reductions of revenue in the period the related sales are recorded. Sales incentives, discounts and returns and allowances
were not material in the periods presented in the accompanying consolidated financial statements. The Company had no warranty
costs associated with the sales of its products in the periods presented in the accompanying consolidated statements of operations
and no provision for warranty expenses has been included.












Inventory










Inventory
consists of purchased products and are stated at the lower of cost or net realizable value, 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. Inventory consists of our debudder products in 5-gallon bucket lid and edge models. The soils business
has been discontinued and the Company does not maintain and inventory of any soil products.












Intangible
Assets










Intangible
assets are accounted for in accordance with ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”). Intangible
asset amounts represent the acquisition date fair values of identifiable intangible assets acquired. The Company’s finite-lived
intangible assets consist of patents, a non-compete agreement, and customer relationships. The Company’s indefinite-lived
intangible assets consist of acquired domain names.








Finite-lived
intangible assets are amortized over their useful lives, which are currently ten years for patents, two years for the non-compete
agreement, and ten years for customer relationships. The carrying amounts of finite-lived intangible assets are evaluated for
recoverability whenever events or changes in circumstances indicate that the Company may be unable to recover the asset’s
carrying amount.








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 life intangible assets are not amortized
but tested for impairment annually or more frequently when indicators of impairment exist.





FS-

8












Determination of 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.










Net
Earnings (Loss) Per Share










Basic
earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding
for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of
common shares and dilutive common stock equivalents outstanding. During periods in which the Company incurs losses, potentially
dilutive common stock equivalents, if any, are not considered, as their effect would be anti-dilutive. During the periods ended
November 30, 2020 and May 31, 2020, the Company had no common stock equivalents outstanding.










Share-Based
Payments










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.











NOTE 2 –
FIXED ASSETS











Fixed
assets consisted of the following at November 30, 2020 and May 31, 2020:






























































November
30,






May 31,



Property
& Equipment






2020






2020



Equipment
- production molds






$



25,109









$



25,109






Less:
Accumulated amortization









(11,750



)









(9,230



)



Net
Equipment






$



13,359









$



15,879













Depreciation
expense for the three and six-months ended November 30, 2020 and 2019 were $1,260 and $2,520, respectively and for the three and
six-month periods ended November 30, 2019 were $1,260 and $2,520, respectively.

















NOTE 3 -
INTANGIBLE ASSETS









The
Company’s intangible assets consist of both finite and indefinite lived assets. Finite-lived assets include patent rights
acquired in the acquisition of G4, a non-compete agreement, and customer relationships acquired in the Elevated transaction. The
Company’s sole indefinite lived asset was the five domain names acquired in the Elevated transaction. Both acquisitions
are described below. At November 30, 2020 and May 31, 2020, intangibles assets are:









FS-

9










































































































































































































































































































































November
30,






May 31,



Intangibles






2020






2020



Finite lived intangibles



























Patents






$



250,000









$



250,000






Less:
Impairment of patents









(100,000



)









(100,000



)












150,000












150,000






Less:
accumulated amortization









(16,666



)









(9,166



)



Patents,
net









133,334












140,834

































Non-compete
agreement









157,000












157,000






Less:
impairment of non-compete









(107,000



)









(107,000



)












50,000












50,000






Less:
accumulated amortization









(6,900



)
















Less:
adjustment for discontinued operations









(43,100



)
















Non-compete
agreement, net






















50,000

































Customer
relationships









826,000












826,000






Less:
Impairment of relationships









(551,000



)









(551,000



)












275,000












275,000






Less:
accumulated amortization









(6,225



)
















Less:
adjustment for discontinued operations









(268,775



)















Customer
relationships, net






















275,000






Total
finite lived intangibles









133,334












465,834

































Indefinite lived intangibles



























Domain
names









25,000












25,000






Less:
adjustment for discontinued operations









(25,000



)
















Total
domain names






















25,000






Total
intangibles






$



133,334









$



490,834




















































Amortization of intangibles
for each of the next five years is:












2021









$       15,000



2022









$       15,000



2023









$       15,000



2024









$       15,000



2025









$       15,000








Amortization
expense for the three and six-months ended November 30, 2020 was $3,750 and $20,625, respectively. The patents are amortized over
their useful lives of ten years. The intangible non-compete agreement and customer relationships were being amortized over their
estimated useful lives of two years and ten years, respectively, commencing June 1, 2020.








After
the Company acquired the assets from Elevated, the Company operated a soils division for the quarter ended August 31, 2020. During
that period, the Company noted unanticipated difficulties in obtaining accurate transaction data on a timely basis, and management
also estimated that the business was not properly positioned to become profitable within a reasonable time frame. Accordingly,
management elected to discontinue operations of the soils division during the three months ended November 30, 2020. The Company
entered into negotiations with the seller of the assets (Elevated), to unwind the acquisition and return the acquired assets to
the seller. On October 30, 2020, a settlement agreement was signed that provided for a return of all acquired assets to Elevated,
cancellation of employment and non-compete agreements, return of 1,300,000 shares of the Company’s common stock paid to
Elevated in the acquisition, and an agreement by the Company to pay $10,000 to Elevated in $2,000 per month installments over
five months. The cancellation of the common stock issued by the Company will become final upon payment of the full $10,000 which
will occur on or before March 5, 2021. For purposes of these financial statements, the Company has recorded the return of the
assets, a balance payable of $10,000 net of a $2,000 payment made in November, 2020, and has recorded the cancellation of the
shares of stock. If the Company fails to make the payment of $10,000, both parties would be free to pursue other remedies.





FS-

10
















Results
of Elevated operations for the three and six-month periods ended November 30, 2020 are shown as discontinued operations on the
consolidated statement of operations. The results from discontinued operations are as follows:


































































































OPERATING
RESULTS






Three
Months






Six
Months









Ended






Ended









November
30, 2020






November
30, 2020



Revenue






$













$



75,217






Cost of revenue






















66,243






Amortization






















13,125






Gross profit






















(4,151



)



Loss
on discontinued operations









10,000












10,000












$



(10,000



)






$



(14,151



)













NOTE 4 – RELATED
PARTY TRANSACTIONS











At
November 30, 2020 and May 31, 2020, the Company had advances from related parties totaling $1,095,982 and $829,982 respectively.
These amounts are classified as long-term liabilities as it is anticipated they will be settled with shares of the Company’s
common stock. During the three and six-month periods ended November 30, 2020, the related party transactions included the following:

























































































Related
Party Advances at



Additions
During the Three Months Ended November 30, 2020



Related
Party Advances at



Payable
to Related Parties for  Services at









August
31, 2020



Advances






Services






November
30, 2020



November
30, 2020



Related
Parties



























Patrick Bilton, CEO and Director






$              791,414



$     55,000






$    140,000






$                   846,414



$                   140,000



David Tobias, Director






80,553



-






-






80,553



-



Jerry Cornwell, Director






24,015



5,000






-






29,015



-



Total
for related parties






$              895,982



$     60,000






$    140,000






$                   955,982



$                   140,000

























































































Related
Party Advances at



Additions
During the Three Months Ended November 30, 2019



Related
Party Advances at



Payable
to Related Parties for  Services at









August
31, 2019



Advances






Services






November
30, 2019



November
30, 2019



Related
Parties



























Patrick Bilton, CEO and Director






$              573,414



$     41,000






$              -






$                   614,414



$                            -



David Tobias, Director






75,553



-






-






75,553



-



Jerry Cornwell, Director






15,696



-






-






15,696



-



Total
for related parties






$              664,663



$     41,000






$              -






$                   705,663



$                            -









FS-

11





























































































Related
Party Advances at



Additions
During the Six Months Ended November 30, 2020



Related
Party Advances at



Payable
to Related Parties for  Services at









May
31, 2020



Advances






Services






November
30, 2020



November
30, 2020



Related
Parties



























Patrick Bilton, CEO and Director






$              726,414



$   120,000






$    140,000






$                   846,414



$                   140,000



David Tobias, Director






80,553



-






-






80,553



-



Jerry Cornwell, Director






23,015



6,000






-






29,015



-



Total
for related parties






$              829,982



$   126,000






$    140,000






$                   955,982



$                   140,000

























































































Related
Party Advances at



Additions
During the Six Months Ended November 30, 2019



Related
Party Advances at



Payable
to Related Parties for  Services at









May
31, 2019



Advances






Services






November
30, 2019



November
30, 2019



Related
Parties



























Patrick Bilton, CEO and Director






$              448,455



$   165,959






$              -






$                   614,414



$                            -



David Tobias, Director






75,553



-






-






75,553



-



Jerry Cornwell, Director






15,696



-






-






15,696



-



Total
for related parties






$              539,704



$   165,959






$              -






$                   705,663



$                            -

















NOTE
5 – COMMITMENTS AND CONTINGENCIES











The
agreement for the acquisition of G4 during the year ended May 31, 2019, included earn-out provisions that provide for the seller
to “earn-out” additional compensation dependent upon product sales. The earn-out provisions are applicable to sales
of G4’s products for calendar years 2018-2020. The earn-out compensation due is based upon a calculation of sales of G4’s
products less the Company’s original investment in G4. To date, no earn out compensation has been earned by the prior owner
of G4. In order for earnout compensation to be due in calendar year 2020, total sales of the debudder products would need to exceed
$344,000. Total sales of debudder products from January 1, 2020 through November 30, 2020 were approximately $107,000 and are
not expected to exceed $175,000 for the calendar year. If any earnout is due based on sales in calendar year 2020, the earnout
will be paid in common stock of the Company in accordance with the agreement.








The
G4 acquisition agreement also contained provisions for additional consideration of $100,000, payable in shares of the Company’s
common stock, when the related patent become issued. On October 8, 2019 the patents were issued by the USPTO to G4 and the Company
recorded $100,000 as stock payable. The amount was also added to intangible assets – patents (see Note 3). The Company expects
to issue shares to satisfy the stock payable balance during the year ending May 31, 2021.








In
connection with the acquisition of the domain names, non-compete and customer relationships referred to as the Elevated acquisition,
the Company agreed to certain contingent value shares and certain earnout shares. These agreements were cancelled when the Company
and Elevated agreed to unwind the transaction as described in Note 3.











FS-

12









NOTE 6
– SHARE CAPITAL









In the three
and six-month periods ended November 30, 2020 and 2019, the Company issued shares of stock for various purposes as described in
the following tables. In addition, the Company had obligations to issue shares of stock at the end of each period as reflected
in the following tables.











































































































































































































































































































































































































































































































































































































































































































Six
Months Ended November 30, 2019









Shares
issued in the Period for:






Shares
Issuable at November 30, 2019









Common
Stock Payable






Services






Total






Patent
Issuance Bonus Shares






Current
Period Services






Total









Shares






Value






Shares






Value






Shares






Value






Shares






Value






Shares






Value






Shares






Value



Related
Parties



















































































































































Patrick
Bilton









26,667









$



6,667












513,333









$



128,333












540,000









$



135,000






















$
















260,000









$



65,000












260,000









$



65,000






David Tobias









26,666












6,667












33,334












8,334












60,000












15,001






































20,000












5,000












20,000












5,000






Jerry Cornwell









26,666












6,666












33,334












8,333












60,000












14,999






































20,000












5,000












20,000












5,000






Brad
Herr



































120,000












30,000












120,000












30,000






































60,000












15,000












60,000












15,000






Total
for related parties









79,999









$



20,000












700,001












175,000












780,000









$



195,000






















$
















360,000









$



90,000












360,000









$



90,000

























































































































































Unrelated
Parties









75,501









$



18,875












393,499









$



98,375












469,000









$



117,250












400,000









$



100,000












114,000









$



28,500












514,000









$



128,500

























































































































































Aggregate
Totals









155,500









$



38,875












1,093,500









$



273,375












1,249,000









$



312,250












400,000









$



100,000












474,000









$



118,500












874,000









$



218,500






































































































































































































































































































































































































































































































































































































Three
Months Ended November 30, 2019









Shares
issued in the Period for:






Shares
Issuable at November 30, 2019









Common
Stock Payable






Services






Total






Patent
Issuance Bonus Shares






Current
Period Services






Total









Shares






Value






Shares






Value






Shares






Value






Shares






Value






Shares






Value






Shares






Value



Related
Parties



















































































































































Patrick
Bilton









26,667









$



6,667












340,000









$



85,000












366,667









$



91,667






















$
















260,000









$



65,000












260,000









$



65,000






David Tobias









26,666












6,667












20,000












5,000












46,666












11,667






































20,000












5,000












20,000












5,000






Jerry Cornwell









26,666












6,666












20,000












5,000












46,666












11,666






































20,000












5,000












20,000












5,000






Brad
Herr



































80,000












20,000












80,000












20,000






































60,000












15,000












60,000












15,000






Total
for related parties









79,999









$



20,000












460,000












115,000












539,999









$



135,000






















$
















360,000









$



90,000












360,000









$



90,000

























































































































































Unrelated
Parties









75,501









$



18,875












280,500









$



70,125












356,001









$



89,000












400,000









$



100,000












114,000









$



28,500












514,000









$



128,500

























































































































































Aggregate
Totals









155,500









$



38,875












740,500









$



185,125












896,000









$



224,000












400,000









$



100,000












474,000









$



118,500












874,000









$



218,500












FS-

13







































































































































































































































































































































































































































































































































































































Six
Months Ended November 30, 2020









Shares
issued in the Period for:






Shares
Issuable at November 30, 2020









Common
Stock Payable






Services
& Other






Total






Patent
Issuance Bonus Shares






Current
Period Services






Total









Shares






Value






Shares






Value






Shares






Value






Shares






Value






Shares






Value






Shares






Value



Related
Parties



















































































































































Patrick
Bilton



















$


























$


























$


























$


























$


























$










David
Tobias



































50,000












10,000












50,000












10,000






































28,571












10,000












28,571












10,000






Jerry Cornwell



































50,000












10,000












50,000












10,000






































28,571












10,000












28,571












10,000






Brad
Herr



































75,000












15,000












75,000












15,000






































42,857












15,000












42,857












15,000






Total
for related parties



















$
















175,000









$



35,000












175,000









$



35,000






















$
















99,999









$



35,000












99,999









$



35,000

























































































































































Unrelated
Parties



















$
















279,857









$



87,531












279,857









$



87,531












400,000









$



100,000












67,346









$



23,571












467,346









$



123,571

























































































































































Aggregate
Totals



















$
















454,857









$



122,531












454,857









$



122,531












400,000









$



100,000












167,345









$



58,571












567,345









$



158,571






































































































































































































































































































































































































































































































































































































Three
Months Ended November 30, 2020









Shares
issued in the Period for:






Shares
Issuable at November 30, 2020









Common
Stock Payable






Services






Total






Patent
Issuance Bonus Shares






Current
Period Services






Total









Shares






Value






Shares






Value






Shares






Value






Shares






Value






Shares






Value






Shares






Value



Related
Parties



















































































































































Patrick
Bilton



















$


























$


























$


























$


























$


























$










David
Tobias









50,000












10,000






































50,000












10,000






































28,571












10,000












28,571












10,000






Jerry Cornwell









50,000












10,000






































50,000












10,000






































28,571












10,000












28,571












10,000






Brad
Herr









75,000












15,000






































75,000












15,000






































42,857












15,000












42,857












15,000






Total
for related parties









175,000









$



35,000






















$
















175,000









$



35,000






















$
















99,999









$



35,000












99,999









$



35,000

























































































































































Unrelated
Parties









121,857









$



24,571












158,000









$



62,960












279,857









$



87,531












400,000









$



100,000












67,346









$



23,571












467,346









$



123,571

























































































































































Aggregate
Totals









296,857









$



59,571












158,000









$



62,960












454,857









$



122,531












400,000









$



100,000












167,345









$



58,571












567,345









$



158,571






















FS-

14









NOTE
7 – REVENUE









Company
product revenue is generated though sales of its debudder products and, from April 2020 through August 31, 2020, soil products
offered through the Weed Farm Supply division acquired from Elevated. The Weed Farm Supply division was discontinued on September
1, 2020 (see Note 3). Revenue from this division are not included in the tables below.








The
Company’s customers, to which trade credit terms are extended, consist almost exclusively of domestic companies. The following
table sets out product sales for the three and six-month periods ended November 30, 2020 and 2019. Tables also reflect customer
concentrations for the same three and six-month periods.










Three
Months





















































Three-months
ended November 30,









2020






2019



Debudder
Products






$



42,307









$



67,130



























































































































Three-months
ended November 30,



Customer
Concentrations






2020






2019



Debudder sales



























Customer
A






$



12,100









$










Customer
B









19,885



















Customer
C






















30,226






Totals






$



31,985









$



30,226






%
of Total Revenues









76



%









45



%
















Six Months












































Six-months
ended November 30,









2020






2019



Debudder
Products






$



73,136









$



88,090


































































































Six-months
ended November 30,



Customer
Concentrations






2020






2019



Debudder sales



























Customer
A






$



26,130









$










Customer
B









34,285



















Customer
C






















30,226






Totals






$



60,415









$



30,226






%
of Total Revenues









83



%









34



%

























FS-

15









NOTE
7 – REVENUE, Continued:









All
sales were domestic except for $3,471 and $4,021 in the three and six-month periods ended November 30, 2020 which were international.
There were $1,700 in international sales in the three and six-month periods ended November 30, 2019.








As
of November 30, 2020 and 2019, there were $13,235 and $19,216, respectively, of accounts receivable from the Company’s primary
customers.








Pursuant
to the agreement for the acquisition of the Elevated assets (Notes 3 and 5), the Company was obligated to pay Elevated a percentage
of monthly gross profit earned on the sale of products included in the Elevated asset acquisition. During the three-month period
ended August 31, 2020, a total of $66,242 was recognized as cost of sales under this agreement. During the three-month period
ended November 30, 2020, no amounts were earned by Elevated pursuant to this agreement. The Elevated Agreement has subsequently
been unwound and no payments are due Elevated under the percentage of gross profit allocation formula contained in the original
agreement.









NOTE
8 – SUBSEQUENT EVENTS









In
connection with unwinding the Elevated acquisition, the Company agreed to pay Elevated $10,000 in five installments of $2,000
each. An initial payment of $2,000 was made in November. Subsequent to November 30, 2020, the Company made the monthly payments
for December and January, leaving a balance due on the settlement of $4,000. It is anticipated that this amount will be paid in
full on or before March 5, 2021.








On
December 10, 2020, the Company filed Amended and Restated Articles of Incorporation with the Nevada Secretary of State to increase
the authorized common stock to 100,000,000 shares. No changes were made to shares outstanding, and no other rights of the existing
shareholders were affected by this change.





FS-

16








The above information was disclosed in a filing to the SEC. To see the filing, click here.

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