Registration of securities [Section 12(g)]



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Registration
No. 000-56250


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UNITED
STATES











SECURITIES
AND EXCHANGE COMMISSION











Washington,
D.C. 20549











FORM
10 AMENDMENT NO. 1




















MJ
HARVEST, INC.










(Exact
name of registrant as specified in its charter)








Nevada







82-3400471





(State
or other jurisdiction of incorporation or organization)



(I.R.S.
Employer Identification Number)













9205
West Russell Road, Suite 240, Las Vegas, NV 8913











954-519-3115







(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)






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



None



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



Common
Stock
























Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth 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 check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐






































ITEM
1





BUSINESS.
















Company Background









We
are a development stage company currently focused on building a portfolio of best in class products that can benefit farmers and
hobbyists in their growing operations. Our first product line consists of the DeBudder Lids and EDGE. The Debudder is used to
strip buds off of stems for a variety of plants, including hemp and cannabis. We are also building an international network of
distributors that can service our customers with rapid deliveries of products stocked in country. Currently, we are actively seeking
additional products to expand our portfolio and are adding international distributors as we find them. Our website is www.mjharvestincinc.com,
and we market our products through our branded distribution website at www.procannagro.com.








In
the short-term, management is focused on adding additional products to our product offerings through distribution agreements,
licensing, and acquisition. We are primarily focused on agricultural implements, durable goods, and services that will benefit
smaller growers of hemp and cannabis by making their growing operations more efficient. We are actively seeking access to new
products through attendance at trade shows and industry events (in person when possible or remotely if in person attendance is
restricted due to the pandemic), word-of-mouth, cold calling when we learn of interesting new technologies, and referrals from
our distributors and associates in the industry. While our current focus is on agricultural tools, soil additives, growing methods,
and optimization techniques, we have also explored the potential for consumer products that are produced by the growers or third-party
processors from the crops grown using our tools. We believe that there is an opportunity to build an affinity and level of trust
with our customers and then expand that relationship into distribution of consumer products containing CBD (cannabidiol) oil,
including balms, salves, oils, tinctures, and similar products. With the uncertainties surrounding the cannabis industry and on
products derived from Cannabis or containing THC, our focus has been on CBD products derived from Hemp. We continue to evaluate
the THC product space. We are focused on locating product and business opportunities that can be evaluated and licensed, acquired
or distributed effectively and profitably through our existing web site and distribution network.








In
the long-term, we intend to expand our focus beyond the hemp and cannabis agricultural product marketing niche to include hemp
growing operations in Florida, a research laboratory, extraction processing operations, manufacturing and distribution. The timing
for development of these expanded operations will depend on availability of cash flow. Management believes that our customer base
for agricultural products will be actively engaged in growing operations and will need services to identify optimum strains of
plants to obtain commercially acceptable qualities and yield of plant based oils for the diverse geographic locations in which
we intend to sell our products. In addition, once the crops are grown, the Company expects that our customers will also need access
to plant based oil extraction facilities to process the plants into the derivative elements that will be incorporated into the
consumer products that the market demands. These needs by our customer base provide an opportunity to grow by providing our customers
with more of what they need to generate revenues from their growing activities. If we can build our relationships with our tool
and implement customers, and then expand to offer services and research on plants, resistance to insects by regions, which soil
additives produce the best yields and other similar science-market based data, our existing customers will provide a ready base
of demand for the new services and capabilities. Management believes that this will result in a lower cost of obtaining new customers
for the new services and will give us a competitive advantage against companies offering only one or a small number of the capabilities,
services and products we will offer.











Strategy
and Objectives













Our
goal is to become a preferred provider of agricultural and horticultural products to hemp and marijuana growers and processors.
We are targeting small and medium sized commercial growers as well as the hobby farmers prevalent in many areas with recently
legalized hemp and marijuana industries. We intend to continue our expansion by building distribution relationships with manufacturers
of products that fit in our catalog, and by acquiring rights to manufacture and sell compatible products when those opportunities
occur. In the longer term, we intend to open physical warehouse and retail locations on the east and west coasts of the United
States and eventually in a central U.S. location in order to optimize logistics for our product sales and distribution efforts.
As we build our product lines, we are focused on becoming a one stop shop for the hemp and marijuana growers looking for ways
to improve yield and reduce costs of harvest and processing. Additional expansion opportunities will be evaluated as our business
and resources grow.





























Products









The
Company’s products currently consist of the debudder line, ducts, and additional tools and implements used in cultivation
and harvesting of crops, primarily focused on the hemp and marijuana sectors, as well as soil additives that are used to enhance
growing operations.











Business Concentration.









In
the period ended November 30, 2020, our business in the Debudder product line was concentrated with 83% of our debudder sales
going to two customers. Our primary customers were our distributors, DL Wholesale and Rocky Mountain BioAg.













Competition









At
this point in our development, we believe our competitors are those companies that are acting as product aggregators and distributors
of products similar to ours. To date, the hemp industry (primarily relating to CBD oils) and the cannabis industry have been fragmented
and chaotic with large numbers of small and medium sized companies attempting to develop products and then working to gain a toehold
in the burgeoning market for those products. Products are currently offered on Amazon, E-Bay, and company specific web sites and
the competition for consumer attention is extreme. A few larger companies have reached critical mass in terms of brand awareness
and market reach, but these companies are focused on selling consumer-oriented products which utilize the CBD oils and other elements
of the hemp and cannabis crops.








The
direct competition for distribution of the “picks and shovels” needed by the small growers is significantly less congested.
There are some retail offshoots from brick-and-mortar businesses like hydroponics shops that offer a range of tools and implements
similar to the Company’s product offerings, and these businesses are likely to compete directly with the Company’s
offerings. To date we are not aware of any large nationally recognized distributors of like products and we are attempting to
position ourselves as a player at the national level. There are significant hurdles to accomplishing this objective, most significantly,
availability of capital to build and maintain the online information needed for a comprehensive “one-stop-shop” offering.
If we are unable to find the necessary capital to build our product lines and our online presence, we are likely to face increasing
competition as other players enter the market. This could have a negative impact on our ability to grow our revenues and compete
effectively in the future.









Competitive Advantages









We
believe our competitive advantage is derived from our ability to pursue opportunities when and where we find them without getting
bogged down in the bureaucracy that a larger and more diverse business might face. As a small publicly traded company, we are
able to move quickly, rapidly negotiate and document licensing and distribution agreements, and when appropriate, acquisitions.
Upon completion of this registration statement, we expect that a more active trading market will develop for our shares and that
will further enhance our ability to offer shares as part of the consideration package we can propose to the companies controlling
attractive technologies, products and capabilities. We believe a more active trading market will develop based on the fact that
we will then be a reporting company under Section 12(g) of the Exchange Act, and the fact that our shareholders may be better
able to set up accounts at brokerage houses due to the public availability of information contained in our 1934 Act Reports. No
assurances can be given that such an active market will actually develop, or that the price of our shares in the market will be
maintained at any specific price level. If no market develops or the price of our shares in the market is not attractive, our
ability to raise additional funds at acceptable prices and our ability to utilize stock for future acquisitions may be negatively
impacted and our ability to execute our business plan could be affected.








Historically our
stock has been thinly traded. During the 253 trading days over the past 12 months, average trading volume has been 1,400 per
day. On 130 of those days there were no trades. Even though we expect having our common stock registered under Section 12(g)
of the 34 Act will assist the market of our common shares, we are beginning from a weak position and cannot expect that the
registration of our common shares under the 34 Act will alone result in a robust market for our common shares.











Marketing & Distribution











Currently,
we market our business primarily online through our procannagro.com website and online shopping cart, as well as through online
distributors, including Amazon in the United States and Canada. Prior to the COVID 19 pandemic, we also marketed our products
through attendance at trade shows and keeping a very close eye on developments in the hemp and cannabis industries. Attendance
at trade shows has essentially ceased due to the virus, although we continue to participate in trade groups, communicate with
our distributors remotely, and pursue new business through our existing network of customers, distributors, and friends. When
we identify an interesting prospect, our CEO reaches out personally to the management team of the prospect to see if there is
a basis for furthering discussions. Our management team also has a long history in the industry and large networks of contacts
that can provide word of mouth connections to other interesting prospects. Collectively, and in spite of current travel restrictions,
social distancing requirements and limitations on large group gatherings, we believe we will be able to capitalize on our various
connections to build a dynamic and broad-based business selling agricultural and horticultural tools and implements to our customers
in the hemp and cannabis space. In the longer term, we intend to pay close attention to other needs of our customers and to meet
those needs at the appropriate time with new offerings of products and services, including sales of hemp plant clones and CBD
oil extraction services. We are also investigating the opportunities and risks of becoming directly involved in the cannabis industry.
If we can help our customers succeed and grow, the market for our products will continue to expand.































Manufacturing











We
are not currently manufacturing any products in our own facilities. We rely on third party manufacturers for our production runs,
and currently have relationships with third party companies for the manufacturing our products, primarily with Chinese companies.
We are monitoring the China tariff situation closely and will take appropriate steps to find new contract manufacturing capabilities
in other countries should the China tariffs cause a significant impact on our business. The molds used to manufacture our products
were built by Eco Molding Co., Limited in Guandong, China. We do not currently have any outstanding contracts with Eco Molding
for production of our product and have historically operated on the basis of purchase orders. Our last order for product was for
10,000 units of the Debudder Edge product in September 2020. We request our orders be shipped directly to the locations where
product demand can be filled at lowest cost. When inventory levels reach the reorder point, we intend to place additional purchase
orders with Eco Molding.











Intellectual
Property











Currently,
we have two design patents, and several foreign patents covering our debudder products. The United States Patent and Trademark
Office (“USPTO”) issued our patents on October 8, 2019. Design Patent D862180 covers the original Debudder Bucket
Lid, and Design Patent D862281 covers the Debudder Edge. In January of 2021, our utility patents on the products were also granted.
Our business strategy will continue to focus on intellectual property protections when appropriate. As we research additional
products to include in our product catalogue, we include an analysis of the level of protection that is available for such product
as an element of our decision to pursue licensing or distribution of that product. Our preference is to license or distribute
products that have intellectual property protections, either because of patent pending or patented status, or as a result of trade
secrets.











Government
Regulation









We
do not currently harvest, distribute or sell plant-based hemp or cannabis products Our current business model involves sales of
tools and implements that are used in agricultural and horticultural applications for growing a variety of plants, including cannabis.
If we knowingly sell our products to a cannabis grower, we could be deemed to be participating in marijuana cultivation, which
remains illegal under federal law, and exposes us to potential criminal liability, with the additional risk that our properties
could be subject to civil forfeiture proceedings. We are also currently seeking prospective acquisitions of businesses that may
include products containing THC.








The
United States federal government regulates drugs in large part through the Controlled Substances Act, or CSA. Marijuana, which
is a form of cannabis, is classified as a Schedule I controlled substance. As a Schedule I controlled substance, the federal Drug
Enforcement Agency, or DEA, considers marijuana to have a high potential for abuse; no currently accepted medical use in treatment
in the United States; and a lack of accepted safety for use of the drug under medical supervision. According to the U.S. federal
government, cannabis having a concentration of tetrahydrocannabinol, or THC, greater than 0.3% is marijuana. Cannabis with a THC
content below 0.3% is classified as hemp. The scheduling of marijuana as a Schedule I controlled substance is inconsistent with
what we believe to be widely accepted medical uses for marijuana by physicians, researchers, patients, and others. Moreover, as
of November 30, 2020 and despite the clear conflict with U.S. federal law, 35 states and the District of Columbia have legalized
marijuana for medical use, while 15 of those states and the District of Columbia have legalized the adult-use of cannabis
for recreational purposes. In November 2020, voters in Arizona, Montana, New Jersey and South Dakota voted by referendum to legalize
marijuana for adult use, and voters in Mississippi and South Dakota voted to legalized marijuana for medical use. As further evidence
of the growing conflict between the U.S. federal treatment of cannabis and the societal acceptance of cannabis, the FDA on
June 25, 2018 approved Epidiolex. Epidiolex is an oral solution with an active ingredient derived from the cannabis plant
for the treatment of seizures associated with two rare and severe forms of epilepsy, Lennox-Gastaut syndrome and Dravet syndrome,
in patients two years of age and older. This is the first FDA-approved drug that contains a purified substance derived
from the cannabis plant. In this case, the substance is cannabidiol, or CBD, a chemical component of marijuana that does not contain
the psychoactive properties of THC.
























Marijuana
is largely regulated at the state level in the United States. State laws regulating marijuana are in conflict with the CSA, which
makes marijuana use and possession federally illegal. Although certain states and territories of the United States authorize medical
or adult-use marijuana production and distribution by licensed or registered entities, under United States federal law,
the possession, use, cultivation, and transfer of marijuana and any related drug paraphernalia is illegal. Although our activities
currently do not involve any products that contain THC and we are compliant with the applicable state and local laws in states
where we do business, should we enter into a new area that involves THC products, strict compliance with state and local laws
with respect to cannabis may neither absolve us of liability under United States federal law nor provide a defense to any federal
criminal action that may be brought against us.








In
2013, as more and more states began to legalize medical and/or adult-use marijuana, the federal government attempted
to provide clarity on the incongruity between federal law and these state-legal regulatory frameworks. Until 2018, the federal
government provided guidance to federal agencies and banking institutions through a series of DOJ memoranda. The most notable
of this guidance came in the form of a memorandum issued by former U.S. Deputy Attorney General James Cole on August 29,
2013, which we refer to as the Cole Memorandum.








The
Cole Memorandum offered guidance to federal agencies on how to prioritize civil enforcement, criminal investigations and prosecutions
regarding marijuana in all states and quickly set a standard for marijuana-related businesses to comply with. The Cole Memorandum
put forth eight prosecution priorities:

















1.



Preventing
the distribution of marijuana to minors;

















2.



Preventing
revenue from the sale of marijuana from going to criminal enterprises, gangs and cartels;

















3.



Preventing
the diversion of marijuana from states where it is legal under state law in some form to other states;

















4.



Preventing
the state-authorized marijuana activity from being used as a cover or pretext for the trafficking of other illegal drugs or
other illegal activity;

















5.



Preventing
violence and the use of firearms in the cultivation and distribution of marijuana;

















6.



Preventing
drugged driving and the exacerbation of other adverse public health consequences associated with marijuana use;

















7.



Preventing
the growing of marijuana on public lands and the attendant public safety and environmental dangers posed by marijuana production
on public lands; and

















8.



Preventing
marijuana possession or use on federal property.








On
January 4, 2018, former United States Attorney General Sessions rescinded the Cole Memorandum by issuing a new memorandum
to all United States Attorneys, which we refer to as the Sessions Memo. Rather than establishing national enforcement priorities
particular to marijuana-related crimes in jurisdictions where certain marijuana activity was legal under state law, the Sessions
Memo simply rescinded the Cole Memorandum and instructed that “[i]n deciding which marijuana activities to prosecute...
with the [DOJ’s] finite resources, prosecutors should follow the well-established principles that govern all federal prosecutions.”
Namely, these include the seriousness of the offense, history of criminal activity, deterrent effect of prosecution, the interests
of victims, and other principles.




























President
Biden has nominated Merrick Garland to serve as Attorney General in his administration. It is not yet known whether the Department
of Justice under President Biden and Attorney General Garland, if confirmed, will re-adopt the Cole Memorandum or announce a substantive
marijuana enforcement policy.








Nonetheless,
there is no guarantee that state laws legalizing and regulating the sale and use of marijuana will not be repealed or overturned,
or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions. Unless
and until the United States Congress amends the CSA with respect to marijuana (and as to the timing or scope of any such potential
amendments there can be no assurance), there is a risk that federal authorities may enforce current U.S. federal law. Currently,
in the absence of uniform federal guidance, as had been established by the Cole memorandum, enforcement priorities are determined
by respective United States Attorneys.








We
are not aware of other specific Governmental Regulations that impact our business. We do, however, utilize Chinese vendors for
manufacturing a significant portion of the products we sell. To the extent that tariffs are imposed on imported goods manufactured
in China, our pricing structure and acceptance in the marketplace may be affected. We currently stock our products through distributors
in foreign countries when appropriate and ship direct from our manufacturer to the foreign distributor when such can be done at
a cost savings. We will continue to explore ways that we can hold our costs down on the products we sell in order to minimize
price sensitivity concerns with our customers.











Environmental
Laws









We
are not aware of any environmental laws that would limit our ability to conduct our current sales and distribution activities
in their present form.









Organization Within
Last Five Years









We
were originally incorporated under the name HealthGuard International Marketing Corporation, in the State of Nevada on August
15, 2002. At the time we operated under the name HealthGuard International Marketing Corporation, no business was conducted. In
2003, the Company entered into a reverse takeover transaction with a Japanese Investment Group engaged in the business of gaming.
After completing the reverse takeover, the Japanese Investment Group failed to implement its business plan, and ceased having
any contact with the shareholders of the Company. As a result, the Company was dormant until June 27, 2011 when Jerry Cornwell,
our president and one of our Directors, took legal action to obtain the appointment of a custodian to regain control over the
Corporation. On August 15, 2011, the Corporation held a meeting, with the Custodian acting on behalf of the Japanese shareholders
and approved a private offering of a control block of stock to a new investor. On September 18, 2011 the District Court of Clark
County, Nevada entered an order cancelling all of the shares issued to the Japanese Investment Group. The result of this action
was to cede control of the Company to the new investor. In late September, 2011, the Company undertook a one for ten reverse stock
split of its total shares outstanding, reorganized the Company under the name EM Energy, Inc., and began seeking oil and gas properties
for development.








In
late 2017, the Board reevaluated the oil and gas development efforts and elected to reorganize again to focus on distribution
of agricultural and horticultural implements used by farmers and hobbyists around the world. The Company has acquired the rights
to the DeBudder product line, including the DeBudder Bucket Lid and the DeBudder Edge, and continues to seek other products for
distribution through its distributor relationship and its distribution web site located at www.procannagro.com. In 2018, the Company
changed its name to MJ Harvest, Inc. and amended and restated its articles of incorporation to reflect the reorganized business
direction. The Company also changed its stock symbol to MJHI (formerly RZPK).




























These
changes were affected in order to make our corporate name and ticker symbol better align with our short-term and long-term business
focus. Our current, short-term goals will focus on building our product portfolio while we expand our product sales and build
our distribution platform and brand under the www.procannagro.com website.








Our
long-term plan is to acquire a hemp grow operation where we can use our products in a real world setting and provide concrete
examples of the effectiveness of the tools to our customers. This step will also allow us to expand operations into biomass production,
processing, and sale of products containing CBD from hemp (no or very low THC content). We are currently looking at alternatives
to speed up this aspect of our business plan through acquisition of an existing grow operation, but to date, we have not found
the right opportunity. Assuming that we achieve our long-term goal of developing or acquiring a hemp grow operation, we also believe
that it will position us well should marijuana be legalized at the federal level or the regulatory climate changes to allow legal
grow operations in the cannabis space. We can offer no assurances that we will be able to accomplish any portion of our long-range
vision.









Employees









As
of February 28, 2021, we have no employees. All of our activities are outsourced to consultants who provide services to us as
needed and as directed by our Chief Executive Officer. Day to day operations are managed by our Chief Executive Officer and our
Chief Financial Officer, and their activities are monitored by our Board of Directors. As business activities require and capital
resources permit, we will hire additional employees to fulfill our company’s needs.








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. As of January 20, 2021, and through the date of filing of this Form 10, the disruption
did not materially impact the Company’s financial statements.








The
effects of the continued outbreak of COVID-19 and related government responses could 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. As of January 20, 2021, there were no material adverse impacts
to the Registrants’ operations due to COVID-19.








The
economic disruptions caused 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 November 30, 2020.
















ITEM
1A





RISK
FACTORS.











We have a limited
operating history and historical financial information upon which you may evaluate our performance.










You
should consider, among other factors, our prospects for success in light of the risks and uncertainties encountered by companies
that, like us, are in their early stages of development. We may not successfully address these risks and uncertainties, we may
not successfully build our product portfolio, or we may not successfully ramp up sales of the products in our product portfolio.
If we fail in any of these endeavors, it could materially harm our business and impair the value of our common stock. Even if
we accomplish these objectives, we may not generate the positive cash flows or profits we anticipate in the future. We were incorporated
in the State of Nevada on August 15, 2002. From 2003 until 2013, we were owned and controlled by a group of Japanese investors
that initially attempted to develop a Japanese gaming opportunity and later allowed the company to become dormant. In 2013, a
group of existing shareholders took legal action to oust the Japanese group and reorganized the company as an energy exploration
company, with limited results. In 2017, the Company reorganized again, and the Board of Directors adopted the present business
plan of building a portfolio of agricultural and horticultural products and to date, has not generated significant sales revenues
or operating cash flows. Unanticipated problems, expenses and delays are frequently encountered in establishing a new business
and developing new products. These include, but are not limited to, inadequate funding, unforeseen transactional issues in acquiring
products, lack of consumer acceptance, competition, additional product development, and inadequate sales and marketing. The failure
by us to meet any of these conditions will have a materially adverse effect upon us and may force us to reduce or curtail operations.
No assurance can be given that we can or will ever operate profitably.






























We may not be able
to meet our future capital needs.










To
date, we have not generated any significant revenue and we have limited cash liquidity and capital resources. Our future capital
requirements will depend on many factors, including the progress and results of our efforts to build our product portfolio, our
ability to develop and market products, cash flow from operations, and competing market developments. We will need additional
capital in the near future. Any equity financings will result in dilution to our then-existing stockholders. Although we currently
do not have any debt financing, any sources of debt financing in the future may result in a high interest expense. Any financing,
if available, may be on unfavorable terms. If adequate funds are not obtained, we will be required to reduce or curtail operations.










If
we cannot obtain additional funding, our business development efforts may be reduced or discontinued, and we may not be able to
continue operations.










We
have historically experienced negative cash flows from operations since our inception and we expect the negative cash flows from
operations to continue for the foreseeable future. Unless and until we are able to generate revenues, we expect such losses to
continue for the foreseeable future. As discussed in our financial statements, there exists substantial doubt regarding our ability
to continue as a going concern.








Research
and development efforts are highly dependent on the amount of cash and cash equivalents on hand combined with our ability to raise
additional capital to support our future operations through one or more methods, including but not limited to, issuing additional
equity or debt.








In
addition, we may also raise additional capital through additional equity offerings. While we will continue to explore these potential
opportunities, there can be no assurances that we will be successful in raising sufficient capital on terms acceptable to us,
or at all. Based on our current projections, we believe we have insufficient cash on hand to meet our obligations as they become
due based on current assumptions. The uncertainties surrounding our future cash inflows have raised substantial doubt regarding
our ability to continue as a going concern.










Any
disruption and/or instability in economic conditions and capital markets could adversely affect our ability to access the capital
markets, and thus adversely affect our business and liquidity.










Economic
conditions and issues with the financial markets have had, and will continue to have, a negative impact on our ability to access
the capital markets, and thus have a negative impact on our business and liquidity. The shortage of liquidity and credit combined
with the substantial losses in worldwide equity markets could lead to an extended worldwide recession. We may face significant
challenges if conditions in the capital markets do not improve. Our ability to access the capital markets has been and continues
to be severely restricted at a time when we need to access such markets, which could have a negative impact on our business plans.
Even if we are able to raise capital, it may not be at a price or on terms that are favorable to us. We cannot predict the occurrence
of future disruptions or how long the current conditions may continue.










Tariffs imposed
on products imported from China may affect our business.










The
Company currently purchases its Debudder product line through a Chinese Supplier. The molds for the products were fabricated by
the Chinese Supplier and may not be available for transfer to another manufacturer outside of China. The United States currently
imposes tariffs on goods imported from China. These tariffs may have a negative impact on our ability to sell the Debudder products
to customers located in the United States, but the impact cannot be determined at this time. The Company currently has sufficient
inventory to meet demand at current run rates for approximately two years, and no orders have been placed or are expected to be
placed for the next six months. We also have inventory at stocking distributors or fulfillment centers in Canada, Mexico, Spain,
Australia, and Chile and product sent from China to those locations avoid the tariffs imposed by China. We have evaluated alternative
manufacturing centers but have not yet taken any action to change our source of supply. If sales of the Debudder products increases
and we place additional orders with our source in China, we may be forced to raise our prices to account for the tariffs and this
may impact sales of our products.






























Our sales in prior
periods were highly concentrated in two distributors.










In
the six-month period ended November 30, 2020, our business in the Debudder product line was concentrated with 83% of our sales
going to one distributor.








In
the event our business remains concentrated in a small number of customers, our business will be subject to additional risk were
one or more of those customers to find alternative sources for similar products, or if they were to simply stop selling our products,
or if they were to use the concentration as leverage for a price reduction or other concessions. The Company intends to utilize
distributors with diverse customer lists to avoid becoming dependent on a single distributor. No assurances can be given that
we will succeed in this effort and reliance on a small group of customers for a large percentage of our sales could adversely
affect our results.










Our proposed business
is at least partially dependent on laws pertaining to the cannabis industry

.









Continued
development of the cannabis industry is dependent upon continued legislative authorization of marijuana at the state level. Any
number of factors could slow or halt progress in this area. Further, progress for the industry, while encouraging, is not assured.
While there may be ample public support for legislative action, numerous factors impact the legislative process. Any one of these
factors could slow or halt use of marijuana, which would negatively impact our business.








As
of January 20, 2021, 35 states and the District of Columbia allow its citizens to use medical marijuana and 15 states have passed
legislation legalizing recreational use of marijuana. These state laws are in conflict with the Federal Controlled Substances
Act, which makes marijuana use and possession illegal on a national level. The prior administration (President Trump) indicated
the potential for stricter enforcement of the marijuana industry at the federal level, but there was very little in terms of action.
The position of the incoming administration on cannabis regulation is not yet well defined. There is no guarantee that the Biden
administration or future administrations will maintain the low-priority enforcement of federal laws in the marijuana industry
that was implemented previously. The Biden administration or any new administration that follows could change this policy and
decide to enforce the federal laws strongly. Any such change in the federal government’s enforcement of current federal
laws could cause significant financial damage to our business and our shareholders.








Further,
while we do not currently harvest, distribute or sell cannabis, if we sell products, including our DeBudder product line to growers
of cannabis, we could be deemed to be participating in marijuana cultivation, which remains illegal under federal law, and exposes
us to potential criminal liability, with the additional risk that our properties could be subject to civil forfeiture proceedings.










The cannabis industry
faces strong opposition

.









It
is believed by many that large well-funded businesses may have a strong economic opposition to the cannabis industry. We believe
that the pharmaceutical industry clearly does not want to cede control of any product that could generate significant revenue.
For example, medical cannabis will likely adversely impact the existing market for the current “marijuana pill” sold
by mainstream pharmaceutical companies. Further, the medical cannabis industry could face a material threat from the pharmaceutical
industry, should cannabis displace other drugs or encroach upon the pharmaceutical industry’s products. The pharmaceutical
industry is well funded with a strong and experienced lobby that eclipses the funding of the medical cannabis movement. Any inroads
the pharmaceutical industry could make in halting or impeding the cannabis industry could have a detrimental impact on our proposed
business.










Cannabis remains
illegal under Federal law

.









Cannabis
is a schedule-I controlled substance and is illegal under federal law. Even in those states in which the use of cannabis has been
legalized, its production and use remains a violation of federal law. Since federal law criminalizing the use of cannabis preempts
state laws that legalize its use, strict enforcement of federal law regarding marijuana would likely result in our inability to
proceed with our business plan.










Laws
and regulations affecting the medical cannabis industry are constantly changing, which could detrimentally affect our proposed
operations.










Local,
state and federal medical cannabis laws and regulations are broad in scope and subject to evolving interpretations, which could
require us to incur substantial costs associated with compliance or alter our business plan. In addition, violations of these
laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our operations.
In addition, it is possible that regulations may be enacted in the future that will be directly applicable to our proposed business.
We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect
additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.






























If we are unable
to recruit and retain qualified personnel, our business could be harmed.










Our
growth and success is highly depend on our ability to attract and retain qualified personnel. Competition in the industry could
cause us difficulty in recruiting or retaining a sufficient number of qualified technical personnel, which could harm our ability
to develop new products. Also, the fact cannabis remains illegal at the federal level may dissuade qualified personnel from working
in the cannabis industry, thus limiting the pool of qualified individuals to run our business. If we are unable to attract and
retain necessary key talents, it would harm our ability to develop competitive product and retain good customers and could adversely
affect our business and operating results.










Ownership of the Company
is highly concentrated in the hands of the officers and directors.










The
current officers and directors of the Company control 62.7% of the Company’s outstanding common stock. As a result, non-controlling
shareholders may have little voice in the approval or disapproval of corporate actions requiring shareholder approval including
the election of directors.














Our officers and
directors have other business activities that may conflict with the activities of the Company.










The
officers and directors of the Company are engaged in activities outside of the business of the Company. Such outside business
activities could create conflicts of interest between the Company and the director(s) and/or another business in which the director(s)
has an interest. The Company has notified each board member and officer of their fiduciary duty to the Company. Each officer and
director have confirmed that they will keep the Board informed of their outside activities and will notify the Board of the existence
of a conflict before taking action to pursue the activity giving rise to the conflict. The Board has also drafted a Code of Conduct.
The Code of Conduct is expected to be adopted prior to registering the Company’s shares under the Exchange Act.








Messrs.
Bilton and Herr spend approximately one-third of their time on the business of the Company. Messrs. Cornwall and Tobias spend
approximately eight hours per month preparing for and attending directors’ meetings, and performing such other work as required.
As the Company’s business demands increase, it is expected that the time commitment from Messrs. Bilton and Herr will increase
accordingly.










We may be unable
to adequately protect our proprietary rights.










Our
ability to compete partly depends on the superiority, uniqueness and value of our intellectual property. To protect our proprietary
rights, we will rely on a combination of patent, copyright and trade secret laws, confidentiality agreements with our employees
and third parties, and protective contractual provisions. Despite these efforts, any of the following occurrences may reduce the
value of our intellectual property:



















Our
applications for patents relating to our business may not be granted and, if granted,
may be challenged or invalidated;



















Issued
patents may not provide us with any competitive advantages;



















Our
efforts to protect our intellectual property rights may not be effective in preventing
misappropriation of our technology;



















Our
efforts may not prevent the development and design by others of products or technologies
similar to or competitive with, or superior to those we develop;



















Another
party may obtain a blocking patent and we would need to either obtain a license or design
around the patent in order to continue to offer the contested feature or service in our
products; or



















The
fact cannabis is illegal at the federal level may impact our ability to secure patents
from the United States Patent and Trademark Office, and other intellectual property protections
may not be available to us.






























We may become involved
in lawsuits to protect or enforce our patents that would be expensive and time consuming.










In
order to protect or enforce our patent rights, we may initiate patent litigation against third parties. In addition, we may become
subject to interference or opposition proceedings conducted in patent and trademark offices to determine the priority and patentability
of inventions. The defense of intellectual property rights, including patent rights through lawsuits, interference or opposition
proceedings, and other legal and administrative proceedings, would be costly and divert our technical and management personnel
from their normal responsibilities. An adverse determination of any litigation or defense proceedings could put our pending patent
applications at risk of not being issued.








Furthermore,
because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that
some of our confidential information could be compromised by disclosure during this type of litigation. For example, during the
course of this kind of litigation, confidential information may be inadvertently disclosed in the form of documents or testimony
in connection with discovery requests, depositions or trial testimony. This disclosure could have a material adverse effect on
our business and our financial results.










Our common stock
has been thinly traded and we cannot predict the extent to which a trading market will develop.










Our
common stock is traded on the OTCQB Market. Our common stock is thinly traded compared to larger more widely known companies.
Thinly traded common stock can be more volatile than common stock trading in an active public market. We cannot predict the extent
to which an active public market for our common stock will develop or be sustained after registration of our shares under the
Exchange Act.














We plan to register
our shares of Common Stock under the Securities Exchange Act of 1934, as amended.










With
this filing, the Company is seeking to register its shares of Common Stock under the Securities Exchange Act of 1934 (the “Exchange
Act”), as amended. If the Company is not successful in completing the Exchange Act Registration, the Company’s reporting
under Section 15(d) of the Exchange Act may be automatically suspended in the event the company files a Form 15 in a fiscal year
beginning after May 31, 2020 provided the Company then has less than 300 shareholders or less than 500 shareholders and less than
$10 million in assets for the prior three years, in which case, current information may no longer be available to shareholders.
In addition, the ability of shareholders to sell the Company’s securities in the public markets may be more limited if the
Company does not continue to file reports under the Exchange Act reporting requirements. While management has every intention
of registering our shares under the Exchange Act, no assurances can be given that such registration process will be completed.










We
are an “emerging growth company” and “smaller reporting company” within the meaning of the Securities
Act and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting
companies will make our securities less attractive to investors.










We
are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may
take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are
not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports
and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access
to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances
could cause us to lose that status earlier, including if the market value of our Class A common stock held by non-affiliates exceeds
$700 million as of any November 30 before that time, in which case we would no longer be an emerging growth company as of the
following May 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions.
If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our
securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading
prices of our securities may be more volatile.








Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared
effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised
financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and
comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We
have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has
different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard
at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another
public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended
transition period difficult or impossible because of the potential differences in accounting standards used.




























Additionally,
we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may
take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial
statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of
our shares held by non-affiliates exceeds $250 million as of the prior November 30, or (2) our annual revenues exceeded $100 million
during such completed fiscal year and the market value of our shares held by non-affiliates exceeds $700 million as of the prior
November 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial
statements with other public companies difficult or impossible.










Our Bylaws provide
for an exclusive forum for certain litigation.










Our
Bylaws provide that the exclusive jurisdiction for derivative actions and certain other litigation will be the state and federal
courts of Clark County Nevada. The Board of Directors have specifically resolved that this forum provision will not apply to actions
brought under the Securities Act or the Exchange Act and have attached an amendment to the Bylaws to this effect. Exclusive jurisdiction
in the courts of Clark County, Nevada on other matters that may be brought by shareholders may have the effect of increasing the
cost of such litigation to be borne by the plaintiff, and the laws of Nevada may be more favorable to the Company than if the
litigation was brought in another forum.










Because we are subject
to the “penny stock” rules, the level of trading activity in our stock may be reduced.










Our
common stock is traded on the OTCQB Market under the symbol MJHI. Broker-dealer practices in connection with transactions in “penny
stocks” are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks, like
shares of our common stock, generally are equity securities with a price of less than $5.00, other than securities registered
on certain national securities exchanges or quoted on NASDAQ. The penny stock rules require a broker-dealer, prior to a transaction
in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information
about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer
with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction,
and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed
control over the market, and monthly account statements showing the market value of each penny stock held in the customer's account.
In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors”
must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's
written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity,
if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it
difficult to sell their shares.


















ITEM
2





FINANCIAL
INFORMATION.















The Registrant is a Smaller
Reporting Company as defined by 17 CFR §228.10(f)(1) and is not required to provide selected financial data or quantitative
and qualitative disclosures on market risk.











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.








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. The final installment of the
walk-away fee was paid on March 2, and cancellation of the shares is now in process. 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.








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.








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.














Fiscal
year ended May 31, 2020 compared with fiscal year ended May 31, 2019












Results of Operations













Summary
of Results of Operations.

Since the Company adopted its current business focus on sales of agricultural and horticultural
implements to hemp and cannabis growers, the Company has incurred net losses from operations. During the period, the Company has
acquired the debudder product line, built an international distributor network, established an online presence for marketing products,
acquired the Weed Farm Supply domain and distribution agreements, and incurred staffing, infrastructure and sales and marketing
expenses intended to provide a solid base for growing operations in coming periods. This process took longer than anticipated.
The Management team spent considerable time and effort in identifying, researching and negotiating with a number of candidates
for acquisitions, with the expectation that one or more acquisitions could be completed in a timely manner. These potential acquisitions
did not come to fruition, primarily due to unrealistic valuations expected by the target opportunity management teams. As a result,
management has shifted its focus toward better financed acquisition candidates that do not need an immediate influx of capital
but are interested in obtaining status as a public company. We are also aggressively pursuing sales growth by increasing marketing
of our existing products and expansion of our product lines through distribution agreements and product licensing. We will continue
to work toward acquisitions and sales growth as aggressively as our limited resources allow.





























Operating
Loss; Net Loss.

In the year ended May 31, 2020, the Company generated a net loss from operations of $1,963,675 compared to
a net loss of $956,541 in the year ended May 31, 2019. The increase in net loss from operations is detailed below.









Revenue









Our
revenues in the year ended May 31, 2020 increased to $327,891 from $72,654 in the year earlier period, and after taking cost of
goods sold into account, generated $118,229 in gross profit during our 2020 fiscal year compared to $48,057 in 2019. Our operational
energies in 2020 were focused on building the distribution network, establishing the distribution centers and logistics for international
distribution of product, and building an online presence for selling our products. That effort is largely in place now and we
expect to see continuing increases in sales in the coming periods.









Officer and Director
Compensation Expenses









Officer
and director compensation expenses increased to $708,000 for the year ended May 31, 2020 from $358,842 for the year ended May
31, 2019. In the year ended May 31, 2020, the management team was in place for the full year and operating according to the adopted
business plan. Each of the officers and directors is compensated wholly or partially in shares of common stock, and this non-cash
considerations for services increases the cost to the Company of hiring and retaining executive management capable of executing
the business plan.











General
and Administrative Expenses









General
and administrative expenses increased from $84,277 for the year ended May 31, 2019 to $84,779 for the year ended May 31, 2020,
the slight increase reflects management efforts to hold general and administrative expenses steady while building the product
line and ramping sales.









Professional Fees









Our
professional fees and contract services increased during the year ended May 31, 2020 compared to the year ended May 31, 2019.
Our professional fees were $531,125 for the year ended May 31, 2020 and $383,392 for the year ended May 31, 2019. These fees are
largely related to fees paid for legal and accounting services, along with compensation to independent contractors. The increase
in 2020 was primarily the result of increased patent work associated with the debudder product line and additional staffing costs
related to expansion of our product lines. We expect these fees to grow steadily as our business expands. In the event we undertake
an unusual transaction, such as an acquisition, securities offering, or file a registration statement, we would expect these fees
to substantially increase during that period.









Impairment of Intangible
Assets











During
the year ended May 31, 2020, we reported an impairment of intangible assets of $758,000, compared to $178,137 in the year ended
May 31, 2019. A portion of the impairment of patents in 2020 was related to $100,000 in earnout consideration owed upon issuance
of the patents on the debudder products. Based on the impairment analysis performed at the time the Company acquired the minority
interest in G4, the value of the patents was determined to be $150,000 and that value did not increase as a result of the patent
issuance. Consequently, the earnout consideration was considered impaired immediately upon payment in common shares issued.








Additional
impairment expense related to our acquisition of Weed Farm Supply and the associated intangible assets. When we negotiated the
Weed Farm Supply transaction, we used an assumed value per share of $0.25 for the 1,400,000 common shares to be issued in the
acquisition, or $350,000 in the aggregate for the assets acquired. On the date the transaction was finalized, the shares issuable
in the transaction were valued at $0.72 which had the effect of valuing the intangible assets acquired at $1,008,000. The valuation
of the assets performed at the time the acquisition was negotiated ($350,000) was considered by management to be the fair value
of the assets acquired and the acquisition consideration was considered impaired in the amount of $658,000 as soon as the acquisition
was finalized.





























Liquidity
and Capital Resources










Introduction.

During the year ended May 31, 2020, because of our operating losses, we did not generate positive operating cash flows. Our
cash on hand as of May 31, 2020 was $32,343 and our monthly cash flow burn rate was approximately $30,000. Our cash on hand and
our ability to cover recurring cash flow operating expenses was primarily derived from proceeds of officer and director advances.
Absent additional advances from our officers and directors, we currently do not believe we will be able to satisfy our cash needs
from our revenues for the coming year.








At
May 31, 2020, we had cash available of $32,343 and positive working capital of $6,538. Our existing assets and revenue sources
will not cover our current monthly negative cash flows from operations. Based on our revenues, cash on hand and current monthly
burn rate of approximately $30,000, we will need to continue borrowing from our shareholders and other related parties, and/or
raise money from the sales of our securities, to fund operations.











Sources and Uses of
Cash













Operations.


We had net cash used in operating activities of $271,527 for the year ended May 31, 2020, as compared to $418,931 for
the year ended May 31, 2019. During our fiscal year ending May 31, 2020, the net cash used in operating activities consisted primarily
of our net loss of ($1,963,675), offset by depreciation of $14,206, share based compensation of $844,176, intangible asset impairment
of $758,000, and changes in inventory, deposits, and accounts payable aggregating $75,766. During our fiscal year ending May 31,
2019, the net cash used in operating activities consisted primarily of our net loss of ($956,541), share based compensation of
$397,125, intangible asset impairment of $178,137, and ($33,138) cash used for purchases of inventory.














Investing.


We had no cash flows from investing activities in the year ended May 31, 2020. We used $69,209 in the year ended May 31,
2019 to acquire an interest in G4 ($50,000) and to acquire fixed assets ($19,209).














Financing.


Our net cash provided by financing activities for the year ended May 31, 2020 was $290,278 compared to $498,455 for the
year ended May 31, 2019. In both years, cash flows from financing activities were derived entirely from related party advances.










Off Balance Sheet Arrangements


:
None


















ITEM
3





PROPERTIES.













The
Company does not currently have any physical facilities. Each of our officers and directors operate out of home or virtual offices
and we are able to meet remotely as needed. Our products are placed at third-party fulfillment centers and are shipped direct
to our customers by the fulfillment centers or the manufacturers (on products where we act as distributor. We expect that physical
space will not be required until we experience additional growth and our needs for inventory storage expand.


















ITEM
4





SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.













The
following table sets forth, as of January 20, 2021 certain information with respect to our equity securities owned of record or
beneficially by:








(1)                         
each Officer and Director of the Company; (ii) each person who owns beneficially more than 5% of each class of the Company’s
outstanding equity securities; and (iii) all Directors and Executive Officers as a group.








(2)                         
Unless otherwise noted, the shares indicated are beneficially owned by the individuals listed.
















































































Number
of





Percentage
of Total





Share Ownership on September 10, 2020





Shares
Held





Outstanding




Patrick Bilton, CEO,
Secretary and Director



4,133,401



17.7%



Jerry Cornwell, President
and Director



3,640,244



15.6%



Brad Herr, CFO



555,000



2.3%



David Tobias, Director



6,332,399



27.1%



All Officers and Directors
as a Group



14,614,044



62.7%












Total Shares Issued
and Outstanding



23,347,731



100.0%















·



The
shares listed for Patrick Bilton include shares owned by Salon LLC, an entity solely
owned by Mr. Bilton, and shares held for the benefit of Samantha, Sawyer, and Shawna
Bilton, his children.















·



The
shared listed for Jerry Cornwell are beneficially owned by him. A total of 1,143,983
are listed in his name and 2,446,261 are registered in the name of XXX Enterprises, LLC,
an entity wholly owned by Mr. Cornwell















·



The
shares listed for Brad Herr are beneficially owned by him and are registered in the name
of Nexit, Inc., a corporation wholly owned by Mr. Herr.








The
issuer is not aware of any person who owns of record, or is known to own beneficially, ten percent or more of the outstanding
securities of any class of the issuer, other than as set forth above. The issuer is not aware of any person who controls the issuer
as specified in Section 2(a)(1) of the 1940 Act. There are no classes of stock other than common stock issued or outstanding.
The Company does not have an investment advisor.








There are no current
arrangements which will result in a change in control.


















ITEM
5





DIRECTORS
AND EXECUTIVE OFFICERS
















Directors
and Executive Officers









The
following table indicates the name, age, term of office and position held by each of our executive officers and directors. The
term of office for each officer position is for one year or until his or her successor is duly elected and qualified by the board
of directors. The term of office for a director is for one year or until his or her successor is duly elected and qualified by
the stockholders.






















































Name





Age





Position





Incumbency
Date




Patrick
Bilton



59



Secretary
and Director



11/03/2017



Patrick
Bilton






Chief
Executive Officer



01/01/2018



Brad
Herr



66



Chief
Financial Officer



03/24/2018



Jerry
Cornwell



81



Director
and President



09/20/2011



David
Tobias



69



Director



11/03/2017












Certain
biographical information with respect to our executive officers and directors.











Patrick
Bilton, CEO, Secretary and Director

, age 59, manages our product development and product acquisition efforts and is focused
on implementing our strategic business direction. Patrick joined MJ Harvest in 2017 and has been instrumental in establishing
our existing operations while also seeking to expand our business as opportunities present themselves. Patrick sold his landscape
services business in 2007 and after working with the new owners over a three-year transition period, has been since 2010 to the
present, involved as a consultant in construction management, working primarily on luxury and high end residential real estate
projects. Concurrently, Patrick has worked as a consultant with other public companies in their business development and merger
and acquisition efforts, primarily focused on herbal and plant-based products and derivatives, including Cannabis Sativa, Inc.
(symbol “MJHI”). Patrick brings a wealth of practical experience and a deep understanding of the requirements of growers
of hemp and cannabis crops. With Patrick’s guidance, we are developing a portfolio of tools and implements that are used
in growing and harvesting crops.





























Brad
Herr, CFO

, age 66, manages our financial reporting functions, provides risk management oversight, and is a key member of the
management team working closely with Patrick Bilton to evaluate and structure business opportunities as they arise. Brad is the
sole owner of Nexit, Inc., a management services firm though which he offers business consulting services to the public, Brad
has owned Nexit, Inc. since April 2018. He also served as CFO to SponsorsOne, Inc., another publicly traded company with emerging
business opportunities until April 30, 2019. Brad graduated from the University of Montana with a Bachelor of Science Degree in
Business Accounting in 1977 and a Juris Doctorate in 1983. In 2005, Mr. Herr received an MBA from Gonzaga University. Brad practiced
law for 13 years focusing primarily on business representation and securities law. Brad participated as legal counsel or principal
in private and public offerings raising more than $75 million over his career. In 1996, Brad left the practice of law to pursue
a career in business. Brad has served as CFO, COO, President and Board Member for a number of publicly traded and private companies
over the last 23 years though other than as set forth herein, he holds no such positions at this time. Brad brings a diverse business
development, accounting and legal background to his current positions.









Jerry
Cornwell, President and Director

, age 81, is currently and has been since 1993, the managing member of two Investor Relations
companies: XXX Enterprises, LLC dba Bristol Media, Ltd. and Valhalla Financial Group, LLC. The services provided to clients range
from initial merger of Microcap OTC companies to NASDAQ listed companies. He was President and Chief Executive Officer of Pan
Environmental Corporation from 1993 until 2000. For the prior ten years, he was a principal of Corn-Mill Enterprises, a business
advisory firm involved in Mergers/Acquisitions and Capital funding. From 1974 to 1983 Mr. Cornwell was owner, President and Chief
Executive Officer of J. A. Cornwell, Inc. a land reclamation and irrigation development firm, with annual revenues of $135 million.
In 1982 the company was listed #7 on Inc 500 fastest growing Private Companies. In the past 30 years Mr. Cornwell has held positions
as Director and/or Officer, on at least 10 other public companies, though other than as set forth herein, he does not hold any
such positions at this time. He was elected to the Board of Directors by shareholders and appointed as President/CEO of the Company,
then operating as Ryozanpaku International, Inc. on October 24, 2010. Jerry currently focuses on the building an active market
for the Company’s shares and provides assistance in finding and evaluating business opportunities.











David
Tobias, Director

, age 69, is serving as President of Wild Earth Naturals, Inc., a position he has held since May 2013. In
addition, Mr. Tobias is serving as the CEO, president, secretary and director of Cannabis Sativa, Inc. (“CBDS”), a
fully reporting company under the Securities Exchange Act of 1934. Mr. Tobias has been a director and officer of CBDS since July
of 2013. He also served as the President of Hemp, Inc. from August 2011 to January 9, 2014. Prior to that, from October 2009 until
May 2011, Mr. Tobias held the position of Vice President at Medical Marijuana Inc. where he was instrumental in bringing forward
and culminating the merger between CannaBank and Medical Marijuana, Inc. Within the last five years, Mr. Tobias has also served
as a member of the board of directors for Grow Capital, Inc. (“GRWC”). David’s experience with many aspects
of the burgeoning marijuana trade in the United States allows him to focus on business development. His extensive contacts in
the cannabis industry yield frequent business opportunities which David refers to Patrick and Brad for a detailed conceptual work-up.









Family
Relationships









There
are no family relationships between any of our officers and directors.









Term
of Office









The
term of office of each director is one year and until his or her successor is elected at the annual stockholders' meeting and
is qualified. Directors are also subject to removal by the stockholders.  The term of office for each officer is for one
year and until his or her successor is appointed by the board of directors and is qualified. Officers are also subject to removal
by the board of directors.  Patrick Bilton was appointed Chief Executive Officer of the Company on January 1, 2018. Brad
E. Herr was appointed Chief Financial Officer on March 24, 2018. Jerry Cornwell has been a director since November 3, 2011 and
David Tobias has been a director since November 3, 2017.



























Board
of Directors









Our
board of directors consists of three persons. None of our current directors are "independent" within the meaning of
Rule 5605(a)(3) of the NASDAQ Marketplace.  The directors are not independent by virtue of their position as an officer of
the Company or their ownership of more than 10% of the Company’s outstanding shares.








Our
board of directors designated an audit committee to be comprised of two independent directors. At this time, the Company
only has no independent directors and does not have an independent "financial expert" to serve on the audit committee.
As a result, the Company is not able to designate an audit committee and the function of the audit committee is currently being
performed by the entire Board.








The
board of directors has designated a compensation committee comprised of two independent directors.  At this time, the Company
only has no independent directors. As a result, the Company is not able to designate a compensation committee and the function
of the compensation committee is currently being performed by the entire Board.








The
Company does not have a standing nominating committee and the Company's Board of Directors performs the functions that would customarily
be performed by a nominating committee.  The Board of Directors does not believe a separate nominating committee is required
at this time due to the limited resources of the Company.  The Board of Directors has not established policies with regard
to the consideration of director candidates recommended by security holders or the minimum qualifications of such candidates.









Director
Meetings









Generally,
the Company’s Board of Directors met quarterly during the years ended May 31, 2020 and 2019. Additional meetings were called
or consented to by the Directors as needed. At every meeting every director was in attendance or consented to the actions taken.
In the year ended May 31, 2021, meetings are being held as needed. Actions may aretypically taken without formal meeting by consent
signed by each of the directors. In light of the COVID-19 Pandemic, the Board intends to conduct meetings remotely until further
notice.











Communications
with Directors











Stockholders
may communicate with the Board of Directors by sending written communications addressed to the Board of Directors, or any individual
director, to: MJ Harvest, Inc., Attention: Corporate Secretary, 9205 W. Russell Road, Suite 240, Las Vegas, NV 89139. All communications
will be compiled by the corporate secretary and forwarded to the Board of Directors or any individual director, as appropriate.
In order to facilitate a response to any such communication, the Company’s Board of Directors suggests, but does not require,
that any such submission include the name and contact information of the shareholder submitting the communication.











Code
of Ethics









We
have not adopted a Code of Ethics that applies to our executive officers, including our principal executive, financial and accounting
officers. We do not believe the adoption of a code of ethics at this time would provide any meaningful additional protection to
the Company because we have only two executive officers and three directors and our business operations are not complex.








During
the past ten years none of our directors, executive officers, promoters, or control persons was:















1.



the
subject of any bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the bankruptcy or within
two years prior to that time;











2.



convicted
in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic
violations and other minor offenses);











3.



subject
to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of
any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending
or otherwise limiting his involvement in any type of business, securities or banking
activities; or











4.



found
by a court of competent jurisdiction (in a civil action), the Commission or the Commodity
Futures Trading Commission to have violated a federal or state securities or commodities
law.
































Item
6





Executive
Compensation













The
following table sets forth certain information regarding the annual compensation paid to our principal executive officer and principal
financial officer in all capacities for the fiscal years ended May 31, 2020 and 2019.  No other person served as an executive
officer of the Company or received total annual compensation from the Company in excess of $100,000 other than as set forth in
the table.

































































































Year Ended May 31, 2020











Stock
Issued





Accrued
Compensation








Total











Cash





Shares








Value





Shares








Value








Value




Patrick Bilton



$







1,080,001



$



413,000







$







$



413,000



David Tobias










120,000






41,000

















41,000



Jerry Cornwell










120,000






41,000

















41,000



Brad Herr






120,000



240,000






93,000

















213,000



Total
for officers and directors



$



120,000



1,560,001



$



588,000







$







$



708,000





































































































Year Ended May 31, 2019











Stock
Issued





Accrued
Compensation








Total











Cash





Shares








Value





Shares








Value








Value




Patrick Bilton



$







560,000



$



140,000



80,000



$



60,000



$



200,000



David Tobias







































Jerry Cornwell







































Brad Herr






112,500



120,000






30,000



20,000






15,000






157,500



Total
for officers and directors



$



112,500



680,000



$



170,000



100,000



$



75,000



$



357,500










We
do not have any retirement, pension or profit-sharing plans covering our officers or directors, and we are not contemplating implementing
any such plans at this time.









Director
Compensation









Our
directors are issued shares of common stock quarterly for their service on the board of directors.  During the years ended
May 31, 2020 and 2019, the Directors were paid $10,000 and $5,000, respectively, each quarter. These amounts were paid in shares
of common stock of the Company.


















ITEM
7





CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE









During
the six months ended November 30, 2020 and for the year ended May 31, 2020, the Company received additional advances totaling
$126,000 and $290,278, respectively from related party officers and directors of the Company to cover operating expenses. As of
November 30, 2020, and May 31, 2020, net advances from related parties totaled $955,982 and $829,982, respectively. The Company
has not recorded interest on these sums and it is likely that the amounts will be repaid in stock at a future date. During the
six months ended November 30, 2020, Patrick Bilton also deferred $140,000 of his compensation to future periods.










The Company has independent contractor
agreements with each of its officers. These agreements are described below.










Patrick
Bilton.


The Company entered into an Independent Contractor Agreement with Patrick Bilton on January 30, 2020 with an effective
date of January 1, 2020. The agreement provides for a consulting fee of $20,000 per month payable in common stock at the fair
value of the shares on the dates of issuance. The compensation is payable quarterly, The term of the agreement was one year but
has now been extended through December 31, 2021. The services performed by Mr. Bilton pursuant to the Agreement include serving
as the Company’s Chief Executive Officer. In this capacity, Mr. Bilton oversees all strategic and tactical functions, supervises
all other contractors, and coordinates these activities under the direct oversight of the Board of Directors. Mr. Bilton’s
Independent Contractor Agreement provides that one-half of Mr. Bilton’s monthly salary will be payable in cash each month
($10,000) at such time as the company receives at least $500,000 in funding through a private placement or public offering. This
condition has not yet been met and Mr. Bilton’s compensation is currently being deferred pending improvement in the Company’s
cash position and cash flow.










Brad
Herr.


The Company entered into an Independent Contractor Agreement with Brad Herr on January 30, 2020 with an effective
date of January 1, 2020. The agreement provides for a consulting fee of $15,000 per month payable $10,000 per month in cash and
$5,000 per month in common stock at the fair value of the shares on the dates of issuance. The stock compensation is payable quarterly.
The term of the agreement was one year but has now been extended through December 31, 2021. The services performed by Mr. Herr
pursuant to the Agreement include serving as the Company’s Chief Financial Officer. In this capacity, Mr. Herr manages all
accounting and financial statement preparation duties, and participates with the CEO on planning and direction, drafts agreements
as needed, and prepares public company reports and coordinates these activities under the direct oversight of the CEO and the
Board of Directors.











Approval
of Related Party Transactions









Related
party transactions are reviewed and approved or denied by the board of directors of the Company. If the related party to a transaction
is a member of the board of directors, the transaction must be approved by a majority of the board that does not include the related
party.








Our
board of directors consists of three persons. None of our current directors are "independent" within the meaning of
Rule 5605(a)(2) of the NASDAQ Marketplace.  The directors are not independent by virtue of their position as an officer of
the Company or their ownership of more than 10% of the Company’s outstanding shares.






























ITEM
8





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
9





MARKET
PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.











MARKET
PRICE INFORMATION








Market
Information








Our
shares of common stock are quoted on the OTCQB by the OTC Markets Group Inc. of the Financial Industry Regulatory Authority, Inc.
(“FINRA”) under the symbol “MJHI”. Our common stock began trading on the OTCQB market on February 20,
2020 Previously, the Company’s common stock traded on the OTC Pink market. Set forth below are the high and low closing
bid prices for our common stock for each quarter of the fiscal years ending May 31, 2020 and 2019, and for the quarter ended August
31, 2020. All prices listed herein reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent
actual transactions.

































































Period





High





Low




June
1, 2018 through August 31, 2018



$1.25



$1.01



September
1, 2018 through November 30, 2018



$7.50



$1.01



December
1, 2018 through February 28, 2018



$6.00



$3.05



March
1, 2019 through May 31, 2019



$6.90



$4.01



June
1, 2019 through August 31, 2019



$5.15



$1.30



September
1, 2019 through November 30, 2019



$2.80



$0.80



December
1, 2019 through February 29, 2020



$2.96



$0.85



March
1, 2020 through May 31, 2020



$1.29



$0.60



June
1, 2020 through August 31, 2020



$0.85



$0.20



September
1, 2020 through November 30, 2020



$0.55



$0.15








On
March 1, 2021, the stock closed at $1.19.









Holders
of Record









On January
20, 2021, there were 113 holders of record of our common stock, as reported by the Company’s transfer agent. In computing
the number of holders of record, each broker-dealer and clearing corporation holding shares on behalf of its customers is counted
as a single stockholder.











No Dividends









No dividends
have ever been paid on our securities, and we have no current plans to pay dividends in the foreseeable future.









Equity
Compensation Plan









None.









Transfer Agent









Pacific Stock
Transfer Co., Inc., 6725 Via Austi Parkway, Las Vegas, NV 89119, telephone (702)-361-3033, serves as the transfer agent and registrar
for our common stock.


















ITEM
10





RECENT
SALES OF UNREGISTERED SECURITIES.











The
following tables include all unregistered sales of securities for the fiscal years ending May 31, 2020 and 2019, respectively.



















































































































































































































Year Ended May 31,
2020



Services






Acquisitions






Total



Shares
Issued for Stock Payable



Shares



Value






Shares



Value






Shares



Value



Related
Parties



300,000



$        75,000






-



$                 -






300,000



$         75,000



Unrelated
Parties



208,500



52,125






-



-






208,500



52,125



Total Shares for Stock
Payable



508,500



127,125






-



-






508,500



127,125



Shares Issued for
Acquisitions



























Unrelated
Parties



-



-






1,400,000



1,008,000






1,400,000



1,008,000



Shares Issued for
Services



























Related
Parties



























Patrick
Bilton, CEO and Director



1,080,001



413,000






-



-






1,080,001



413,000



David
Tobias, Director



120,000



41,000






-



-






120,000



41,000



Jerry
Cornwell, Director



120,000



41,000






-



-






120,000



41,000



Brad
Herr, CFO



240,000



93,000






-



-






240,000



93,000



Total
for Related Parties



1,560,001



588,000






-



-






1,560,001



588,000



Unrelated
Parties



665,634



256,176






-



-






665,634



256,176



Total Shares for Services



2,225,635



844,176






-



-






2,225,635



844,176



Aggregate Totals



2,734,135



$      971,301






1,400,000



$    1,008,000






4,134,135



$    1,979,301



















































































































































































































































Six
Months Ended November 30, 2020






Shares
issued in the Period for:






Shares
Issuable at November 30, 2020









Services
& Other









Total






Patent
Issuance Bonus Shares






Current
Period Services






Total









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












All
issuances were made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). To make
that determination on the availability of Section 4(a)(2) of the Act, we relied on the representations of the purchasers contained
in the consulting agreements signed by the purchasers and the fact the consultants, although not employed by the Company, were
familiar with the company, its operations and its management. The shares received were restricted securities.









Special
Sales Practice Requirements with Regard to “Penny Stocks”











To
protect investors from patterns of fraud and abuse that have occurred in the market for low priced securities commonly referred
to as “penny stocks,” the SEC has adopted regulations that generally define a “penny stock” to be any
equity security having a market price (as defined) less than $5.00 per share, or an exercise price of less than $5.00 per share,
subject to certain exceptions. Our stock is subject to the “penny stock” regulations during periods in which the price
is below $5.00 per share. During any such periods, broker-dealers selling our common stock are subject to additional sales practices
when they sell our stock to persons other than established clients and “accredited investors.” For transactions covered
by these rules, before the transaction is executed, the broker-dealer must make a special customer suitability determination,
receive the purchaser’s written consent to the transaction and deliver a risk disclosure document relating to the penny
stock market. The broker-dealer must also disclose the commission payable to both the broker-dealer and the registered representative
taking the order, current quotations for the securities and, if applicable, the fact that the broker-dealer is the sole market
maker and the broker-dealer’s presumed control over the market. Monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the limited market in penny stocks. Such “penny stock”
rules may restrict trading in our common stock and may deter broker-dealers from effecting transactions in our common stock.






































ITEM
11





DESCRIPTION
OF SECURITIES TO BE REGISTERED.









Our
authorized capital stock consists of 100,000,000 shares of common stock, par value $0.0001, and 5,000,000 shares of preferred
stock, par value $0.0001. As of January 31, 2021, there are 23,347,731 shares of our common stock issued and outstanding, held
by approximately 113 shareholders of record. There are no shares of our preferred stock outstanding as of the date of this filing.









Common
Stock

. Each shareholder of our common stock is entitled to a pro rata share of cash distributions made to shareholders, including
dividend payments. The holders of our common stock are entitled to one vote for each share of record on all matters to be voted
on by shareholders. There is no cumulative voting with respect to the election of our directors or any other matter. Therefore,
the holders of more than 50% of the shares voted for the election of those directors can elect all of the directors. The holders
of our common stock are entitled to receive dividends when and if declared by our Board of Directors from funds legally available
therefore. Cash dividends are at the sole discretion of our Board of Directors. In the event of our liquidation, dissolution or
winding up, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them
after payment of our liabilities and after provision has been made for each class of stock, if any, having any preference in relation
to our common stock. Holders of shares of our common stock have no conversion, preemptive or other subscription rights, and there
are no redemption provisions applicable to our common stock.











Dividend
Policy

. We have never issued any dividends and do not expect to pay any stock dividend or any cash dividends on our common
stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared
on our common stock in the future will be at the discretion of our Board of Directors and subject to any restrictions that may
be imposed by our lenders.









Preferred
Stock

. We are authorized to issue 5,000,000 shares of preferred stock, par value $0.0001. We have not issued, nor established
any series for, any of our preferred stock. Our preferred stock is “blank check preferred” whereby our Board of Directors
may create a series of preferred stock and set the rights and preferences of such preferred stock, without further shareholder
approval. The availability or issuance of preferred shares in the future could delay, defer, discourage or prevent a change in
control.


















ITEM
12





INDEMNIFICATION
OF DIRECTORS AND OFFICERS









Article
5 of our Articles of Incorporation provides that, to the fullest extent permitted by law, no director or officer shall be personally
liable to the corporation or its shareholders for damages for breach of any duty owed to the corporation or its shareholders.








Article
6 of our Articles of Incorporation provides that, to the fullest extent permitted by the General Corporation Law of the State
of Nevada we will indemnify our officers and directors from and against any and all expenses, liabilities, or other matters.








Article
IX of our Bylaws further addresses indemnification of our directors and officers and allows us to indemnify our directors in the
event they meet certain criteria in terms of acting in good faith and in an official capacity within the scope of their duties,
when such conduct leads them to be involved in a legal action.








Insofar
as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors,
officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business
issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.
















ITEM
13





FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA











The
financial statements for the interim six-month periods ended November 30, 2020 and 2019, and for the years ended May 31, 2020
and 2019, and, are included on pages FS - 1 to FS - 37, immediately following the signature page.




































ITEM
14





CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE











None.
















ITEM
15





FINANCIAL
STATEMENTS AND EXHIBITS











The following
financial statements and exhibits are included with this registration statement.









(a) Financial Statements









Audited consolidated balance sheets
of MJ Harvest, Inc (the "Company") as of May 31, 2020 and 2019, and the related consolidated statements of operations,
changes in stockholders’ equity (deficit) and cash flows for the years then ended, and the related notes (collectively referred
to as the "financial statements").








Unaudited consolidated balance
sheets of MJ Harvest, Inc (the "Company") as of November 30, 2020 and 2019, and the related consolidated statements
of operations, changes in stockholders’ equity (deficit) and cash flows for the three and six-month periods then ended,
and the related notes (collectively referred to as the "financial statements").









(b) Exhibits




































































































































SEC
Reference Number















Exhibit









Number



Title
of Document



Location
























3.1






3







Articles
of Incorporation of MJ Harvest, Inc.







Incorporated by Reference


(1)





3.2






3







Amended
Bylaws







Incorporated by Reference


(2)





10.1






10







Independent
Contractor Agreement with Patrick Bilton effective January 1, 2020







Incorporated by Reference


(2)





10.2






10







Independent
Contractor Agreement with Brad E. Herr effective January 1, 2020







Incorporated by



Reference


(2)





10.3






10







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







Incorporated by



Reference


(2)





10.4






10







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







Incorporated by



Reference


(2)





21.1






21







Subsidiaries
of Registrant







Exhibit 21.1

(3)




23.3






23







Consent of Assure CPA (formerly Decoria, Maichel & Teague)







Exhibit 23.3



99.1






99







Rule
5605(a)(2) of the NASDAQ Marketplace







Exhibit
99.1

(3)
























(1)

As
previously filed with the Company’s Form 10-Q for the quarter ended November 30, 2020.





(2)

As
previously filed with the Company’s Form S-1 Registration Statement declared effective on January 9, 2020.





(3)

As
previously filed with the Company’s Form 10 Registration Statement filed on February 5, 2021.











































SIGNATURES











Pursuant
to the requirements of Section 12of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be filed on its behalf by the undersigned thereunto duly authorized.








































Dated
:  March 9, 2021




MJ Harvest, Inc.




By:



/s/
Patrick Bilton










Patrick Bilton,




Chief Executive Officer




































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

































































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