Offering Statement [Regulation A]



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AN OFFERING STATEMENT PURSUANT TO REGULATION
A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”). INFORMATION CONTAINED
IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO
BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL
NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE.
WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER
THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH
FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.






PRELIMINARY OFFERING CIRCULAR DATED MAY
28, 2021






MJ HARVEST, INC.




9205 W Russell Road, Suite 240




Las Vegas, Nevada 89139




Telephone: (954) 519-3115






Up to 10,000,000 Units






Minimum investment of $1,000, or 1,000
Units




(each Unit to include one share of Common
Stock and one Warrant to purchase an additional share)






SEE “SECURITIES BEING OFFERED”
AT PAGE 6
















































































Price to Public



Broker-Dealer


discount and


commissions



Proceeds to


issuer (1)



Proceeds to


other persons


Per Unit


$

1.00



$

0.00



$

1.00



$

0.00


Total Minimum


$

1.00



$

0.00



$

0.00



$

0.00


Total Maximum


$

1.00



$

0.00



$

10,000,000



$

0.00





(1) The company estimates that the amount
of expenses, including state filing fees, related to the offering will be approximately $200,000 regardless of the number of Units
that are sold in this offering.






This offering (the “Offering”)
will terminate at the earlier of (1) the date at which the maximum offering amount has been sold, (2) the date which is one year
from this offering being qualified by the United States Securities and Exchange Commission, or (3) the date at which the offering
is earlier terminated by the company in its sole discretion. The offering is being conducted on a best-efforts basis without any
minimum target. There is no minimum number of Units that must be sold in order for funds to be released to the company and for
this offering to close, which may mean that the company does not receive sufficient funds to cover the cost of this offering. The
company may undertake one or more closings on a rolling basis. After each closing, funds tendered by investors will be made available
to the company. After the initial closing of this offering, we expect to hold closings on a monthly or more frequent basis.






Each holder of MJ Harvest, Inc. (“MJHI”)
Common Stock (the “Common Stock”) is entitled to one vote for each share held on all matters submitted to a vote of
the stockholders.






THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES
IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED
PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION
THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.








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GENERALLY, NO SALE MAY BE MADE TO YOU
IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT
RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED
APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE
ENCOURAGE YOU TO REFER TO

www.investor.gov

.






This offering is inherently risky. See
“Risk Factors” on page 7.






Sales of these securities will commence
on approximately July 15, 2021.






The company is following the “offering
circular” format of disclosure under Regulation A.






Our shares of Common Stock are currently
quoted on the OTCQB under the symbol MJHI. Over the past 52 weeks, our shares have traded at a low value of $0.15 and a high value
of $2.93, creating a public float value ranging from approximately $3,375,000 to $66,000,000. As such, we are defined as a “smaller
reporting company” and are subject to reduced ongoing disclosure requirements.








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TABLE OF CONTENTS












































































































































SUMMARY




5






RISK FACTORS




7






DILUTION




11






PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS




12






USE OF PROCEEDS TO ISSUER




13






THE COMPANY’S BUSINESS




14






DESCRIPTION OF PROPERTY




21






MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS




21






DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES




27






COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS




30






SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS




31






INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS




31






SECURITIES BEING OFFERED




31






U.S. FEDERAL INCOME TAX CONSIDERATIONS




33






ONGOING REPORTING AND SUPPLEMENTS TO THIS OFFERING CIRCULAR




33






FINANCIAL STATEMENTS FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2020 (UNAUDITED)




FS-1






FINANCIAL STATEMENTS FOR THE YEARS ENDED MAY 31, 2020 AND 2019 (AUDITED)




FS-15






In this offering circular, the term
“MJHI” “we,” “us, “our” or “the company” refers to MJ HARVEST, Inc., a Nevada
corporation.








3












CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS





Some of the statements under “Summary,”
“Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
“Our Business” and elsewhere in this Offering Circular constitute forward-looking statements. Forward-looking statements
relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that
are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate,”
“believe,” “could,” “estimate,” “expect,” “intend,” “may,”
“plan,” “potential,” “should,” “will” and “would” or the negatives
of these terms or other comparable terminology.





You should not place undue reliance on
forward looking statements. The cautionary statements set forth in this Offering Circular, including in “Risk Factors”
and elsewhere, identify important factors which you should consider in evaluating our forward-looking statements. These factors
include, among other things:














Our ability to achieve our business of producing and selling products;













The legalization of cannabis production and use in states where it is not currently legal;













Our ability to attract, retain and motivate qualified employees and management.













The impact of federal, state or local government regulations;













Competition in our industry;













Availability and cost of additional capital;













Litigation in connection with our business;













Our ability to protect our trademarks, patents and other proprietary rights; and













Other risks described from time to time in our periodic reports filed with the Securities and Exchange Commission.




This list of factors that may affect future
performance and the accuracy of forward-looking statements is illustrative, but not exhaustive. New risk factors and uncertainties
not described here or elsewhere in this Offering Circular, including in the sections of entitled “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” may emerge from time
to time. Moreover, because we operate in a competitive and rapidly changing environment, it is not possible for our management
to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which
any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking
statements we may make. The forward-looking statements are also subject to the risks and uncertainties specific to the company
including but not limited to the fact that we have limited operating history and have limited number of management and other staff.
In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Offering Circular may not
occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.





You should not rely upon forward-looking
statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements
are reasonable, we cannot guarantee that the future results, levels of activity, performance and events and circumstances reflected
in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assume responsibility for
the accuracy and completeness of the forward-looking statements.





This Offering Circular contains estimates
and statistical data that we obtained from industry publications and reports. These publications generally indicate that they have
obtained their information from sources believed to be reliable, but do not guarantee the accuracy and completeness of their information,
and you are cautioned not to give undue weight to such estimates. Although we believe the publications are reliable, we have not
independently verified their data. In addition, projections, assumptions and estimates of our future performance and the future
performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk.





You should read this Offering Circular
and the documents that we reference and have filed as exhibits to the offering statement of which this Offering Circular is a part
with the understanding that our actual future results, levels of activity, performance and achievements may be materially different
from what we expect.








4











Should one or more of the risks or uncertainties
described in this Offering Circular occur, or should underlying assumptions prove incorrect, our actual results and plans could
differ materially from those expressed in any forward-looking statements.





All forward-looking statements, expressed
or implied, included in this Offering Circular are expressly qualified in their entirety by this cautionary statement. This cautionary
statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons
acting on our behalf may issue.





Except as otherwise required by applicable
law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this
section, to reflect events or circumstances after the date of this offering circular.








SUMMARY





MJ Harvest, Inc. (the “Company”)
is a corporation formed in the State of Nevada on August 15, 2002. Over the past three years the Company, has focused its business
on developing, acquiring, and distributing 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 also created www.procannagro.com for online sales of
its products.





On December 7, 2018, the Company acquired
the remaining 51% 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.





The Company has recently expanded its business
focus to include acquisition of an interest in a vertically integrated cannabis company, PPK Investment Group, Inc. (“PPK”)
operating in Oklahoma under the Country Cannabis trade name (“Country Cannabis”). Our initial relationship with the
Country Cannabis Brand took the form of a $620,000 convertible loan. The loan was converted on May 19, 2021 into a 6.2% interest
in PPK and an additional investment of $380,000 was made through issuance of 1,520,000 shares of Company’s Common Stock.
The aggregate investment of $1,000,000 equates to a 10% interest in Country Cannabis. Our business plan and focus for the coming
periods is more fully described under the heading “THE COMPANY’S BUSINESS,” on page 13.





Our executive offices are located at 9205
W. Russell Road, Suite 204, Las Vegas, Nevada 89139, and our telephone number is (954) 519-3115. We maintain a website at

www.mjharvestinc.com

.
The information contained on, or that can be accessed through, our website is not a part of, and should not be considered as being
incorporated by reference into, this offering circular.





We are a “smaller reporting company”
as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and have elected to take advantage
of certain of the scaled disclosure available for smaller reporting companies.





Our Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the
Securities Exchange Act of 1934, as amended, are available free of charge on our website as soon as reasonably practicable after
we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the “Commission”).
The Commission maintains an internet site that contains our public filings with the Commission and other information regarding
our company, at www.sec.gov.








5












The Offering






























































Securities offered




Up to 10,000,000 Units.  Each Unit is comprised of one share of Common Stock and one warrant for the purchase of one additional share of Common Stock at the exercise price of $2.00 per share.






Common Stock outstanding before the offering




25,301,436 shares of Common Stock.






Preferred Stock outstanding before the offering




No shares of Preferred Stock are outstanding.






Common Stock outstanding after the offering




35,301,436 shares of Common Stock assuming all offered Units are sold.






Unit Price




$1.00 per unit






Minimum investment




$1,000 (1,000 Units)






Use of Proceeds





Proceeds from this offering will be used
to increase the Company’s interest in PPK, expand the Country Cannabis Brand into other states, pursue licensing and distribution
relationships with other companies to diversify our product offerings and to hire personnel to support growth of the Company as
needed. The Company also continues to evaluate other acquisition opportunities that align closely with or are supportive of the
PPK business and or the business of distributing horticultural and agricultural implements.





See “Use of Proceeds to Issuer”
section of this offering circular.






Summary Risk Factors





Our business is subject to numerous risks
described in “

Risk Factors

” immediately following this summary and elsewhere. These risks represent challenges
to the successful implementation of our strategy and to the growth and future profitability of our business. Some of the more significant
risks are:








































































We may never achieve or sustain profitability;











We may not be able to attract sufficient capital to finance all of our planned operations;











We may be unable to continue as a going concern;











In the event this offering is not successful in raising at least $1,000,000 in equity capital, we may be unable to retire short-term debt obligations that were obtained in order to fund our initial investment in PPK.  Should the debt obligations go into default, the debt will then become convertible and the conversion feature could result in issuance of a significant number of common shares. Such additional shares could be sold in the public market for the company’s securities and such sales could have a negative impact on the Company’s share price.











We may fail to manage our expected growth,
which could cause a disruption of our operations and failure to generate revenues at levels we expect;











We may not be able to prevent others from using our intellectual property, and may be subject to claims by third parties that we infringe on their intellectual property;











We will encounter competition in our business, and any failure to compete effectively could adversely affect our results of operations;








6

































The impact of federal, state or local government regulations may not be favorable to our business operations;











A decline in general economic conditions and disruption of financial markets may, among other things, reduce our ability to raise business capital and prosecute our business plan.








RISK FACTORS





The SEC requires the company to identify
risks that are specific to its business and its financial condition. The company is also subject to the risks that normally impact
companies in our industry, and the risks to companies caused by general conditions of the economy. These include risks relating
to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent
hacking). Additionally, early-stage companies are inherently riskier than more developed companies. You should consider general
risks as well as specific risks when deciding whether to invest.






Risks Relating to Our Company







Our consolidated financial statements
contain a going concern qualification.






The Company’s audited consolidated financial
statements for the year ended May 31, 2020 contain a going concern qualification. We have incurred net losses and used significant
cash in operating activities since inception and have an accumulated deficit of approximately $4,969,010 as of February 28, 2021.
These factors raise substantial doubt about our ability to continue as a going concern. The ability of the Company to continue
as a going concern is dependent on its ability to raise adequate capital to fund operating losses until it is able to engage in
profitable business operations. To the extent financing is not available, the Company may not be able to, or may be delayed in,
developing its services and meeting its obligations. The Company has not entered into any agreements or arrangements for the provision
of additional debt or equity financing. There can be no assurance that the Company will be able to obtain the additional debt or
equity capital required in order to continue its operations on terms acceptable to it or at all.







We may never achieve or sustain profitability.






We have historically operated at a loss,
which has resulted in an accumulated deficit. There can be no assurance that we will ever achieve profitability. Even if we do,
there can be no assurance that we will be able to maintain or increase profitability on a quarterly or annual basis. Failure to
do so would continue to have a material adverse effect on our accumulated deficit, would affect our cash flows, could affect our
efforts to raise capital, and is likely to result in a decline in our Common Stock price.







We may not be able to obtain sufficient
capital to fund our growing operations and may be forced to limit the scope of our operations.






As we move forward to implement our growth
strategies, we may experience increased capital needs. We may not, however, have sufficient capital to fund our future operations
without additional capital investments. If adequate additional financing is not available on reasonable terms or at all, we may
not be able to carry out our corporate strategy and we would be forced to modify our business plans (e.g., limit our expansion,
limit our marketing efforts and/or decrease or eliminate capital expenditures), any of which may adversely affect our financial
condition, results of operations and cash flow. Such reduction could materially adversely affect our business and our ability to
compete.








7













We need to manage our growth effectively.
Our failure to manage growth could cause a disruption of our operations that may result in the failure to generate revenues at
expected levels.






In order to maximize potential growth in
our current markets, we may have to expand our operations. Such expansion will place a significant strain on our management and
our operational, accounting, and information systems. We expect that we will need to continue to improve our financial controls,
operating procedures and management information systems. Our failure to manage our growth could disrupt our operations and ultimately
prevent us from generating the revenues we expect.







Insiders have substantial control
over the company, and they could delay or prevent a change in our corporate control even if our other stockholders want it to occur.














As of the date of this filing, our executive officers, directors, and principal stockholders who beneficially own 5% or more of our outstanding Common Stock, own a substantial amount of our outstanding Common Stock. These stockholders are able to exercise significant control over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This could delay or prevent an outside party from acquiring or merging with our company even if our other stockholders want it to occur. This may also limit your ability to influence the company in other ways.






Our Articles of Incorporation provide
for indemnification of officers and directors at our expense and limits their liability, which may result in a major cost to us
and hurt the interests of our stockholders because corporate resources may be expended for the benefit of officers and/or directors.






Our Articles of Incorporation and applicable
Nevada law provide for the indemnification of our directors and officers against attorney’s fees and other expenses incurred
by them in any action to which they become a party arising from their association with or activities on our behalf. This indemnification
policy could result in substantial expenditures by us that we will be unable to recoup.





We have been advised that, in the opinion
of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the
Securities Act of 1933, as amended (the “Securities Act”), and is, therefore, unenforceable. In the event that a claim
for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or
paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a
director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our
counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether
indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue. The legal process relating to this matter, if it were to occur, is likely to be very costly and may result in us
receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares if such
a market ever develops.







Federal regulation and enforcement
may adversely affect the implementation of cannabis laws and regulations may negatively impact our revenues and profits.






Currently, a majority of the states, plus
the District of Columbia and U.S. territories, have laws and/or regulations that recognize, in one form or another, legitimate
medical and adult recreational uses for cannabis. Many other states are considering similar legislation. Conversely, under the
federal Controlled Substances Act, the policies and regulations of the federal government and its agencies are that cannabis has
no medical benefit and a range of activities including cultivation and the personal use of cannabis is prohibited. Unless and until
Congress amends the CSA with respect to cannabis use, 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 federal law, and we may be deemed to be engaged in dispensing
cannabis in violation of federal law. Active enforcement of the current federal regulatory position on cannabis may thus indirectly
and adversely affect our revenues and profits. The risk of strict enforcement of the CSA in light of Congressional activity, judicial
holdings, and stated federal policy remains uncertain.





The DOJ has not historically devoted resources
to prosecuting individuals whose conduct is limited to possession of small amounts of marijuana for use on private property but
has relied on state and local law enforcement to address marijuana activity. In the event the DOJ reverses its stated policy and
begins strict enforcement of the CSA in states that have laws legalizing medical marijuana and recreational marijuana in small
amounts, there may be a direct and adverse impact to our business and our revenue and profits.








8













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






Local, state, and federal medical marijuana
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 certain aspects of our business plan. In addition, violations of these laws, or allegations
of such violations, could disrupt certain aspects of our business plan and result in a material adverse effect on certain aspects
of our planned operations. In addition, it is possible that regulations may be enacted in the future that will be directly applicable
to certain aspects of our proposed medical marijuana businesses. 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.







Hindsight
may prove that an acquisition may not have been on favorable terms to the company.






Our goal with
any future acquisition is that the acquired entity should be able to contribute neutral to positive EBITDA to the company after
integration and the cost savings that are generated from the combination. To effect these acquisitions, we will likely be required
to obtain lender financing or issue additional shares of stock in exchange for the shares of the target entity or the entities
assets. If the performance of the acquired entity does not produce positive results for the company, the terms of the acquisition,
whether it is interest rate on debt, or additional dilution of stockholders, may prove detrimental to the financial results of
the company.






Risks Relating to Being a Public Company







We incur significant costs to ensure
compliance with United States corporate governance and accounting requirements.






We incur significant costs associated with
our public company reporting requirements and costs associated with corporate governance requirements, including requirements under
the Sarbanes-Oxley Act of 2002 and other rules implemented by the SEC. These applicable rules and regulations impose legal and
financial compliance costs that are burdensome to the Company. These applicable rules and regulations also make it difficult and
expensive for us to obtain director and officer liability insurance. As a result, it may be more difficult for us to attract and
retain qualified individuals to serve on the Board or as executive officers. We may also be wrong in our prediction or estimate
of the amount of additional costs we may incur or the timing of such costs.






Risks Related To Our Securities







In order to raise sufficient funds
to expand our operations, we may have to issue additional securities at prices which may result in substantial dilution to our
shareholders.






If we raise additional funds through the
sale of equity or convertible debt, our current stockholders’ percentage ownership will be reduced. In addition, these transactions
may dilute the value of our common shares outstanding. We may also have to issue securities that may have rights, preferences and
privileges senior to our Common Stock.





Moreover, in March of 2021, we signed two
promissory notes in the aggregate principal amount of $900,000 that are subject to conversion in the event we default on the payments
due under the note. The notes are convertible at a 10% discount to the lowest trading price during the previous twenty trading
days. As such, if we default on the note, our current stockholders would be diluted.







We are subject to the “penny
stock rules” which will make our securities more difficult to sell.






We are subject to the SEC’s “penny
stock” rules because our securities sell below $5.00 per share. The penny stock rules require broker-dealers to deliver a
standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for
the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value
of each penny stock held in the customer’s account. In addition, the bid and offer quotations, and the broker-dealer and
salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and
must be given to the customer in writing before or with the customer’s confirmation.








9











Furthermore, the penny stock rules require
that prior to a transaction, the broker dealer 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. The penny stock rules are burdensome
and may reduce purchases of any offerings and reduce the trading activity for our securities. As long as our securities are subject
to the penny stock rules, the holders of such securities will find it more difficult to sell their securities.







We are not likely to pay cash dividends
in the foreseeable future.






We currently intend to retain any future
earnings for use in the operation and expansion of our business. Accordingly, we do not expect to pay any cash dividends in the
foreseeable future but will review this policy as circumstances dictate.







Investors in this offering may not
be entitled to a jury trial with respect to claims arising under the subscription agreement, which could result in less favorable
outcomes to the plaintiff(s) in any action under these agreements.






Investors in this offering will be bound
by the subscription agreement, which includes a provision under which investors waive the right to a jury trial on any claim they
may have against the company arising out of or relating to the subscription agreement. By signing this agreement, the investor
warrants that the investor has reviewed this waiver with his or her legal counsel, and knowingly and voluntarily waives the investor’s
jury trial rights following consultation with the investor’s legal counsel.





If we opposed a jury trial demand based
on the waiver, a court would determine whether the waiver was enforceable based on the facts and circumstances of that case in
accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial
waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by a federal court.
However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws
of the State of Nevada, which governs the subscription agreement. In determining whether to enforce a contractual pre-dispute jury
trial waiver provision, courts will generally consider whether the visibility of the jury trial waiver provision within the agreement
is sufficiently prominent such that a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe
that this is the case with respect to the subscription agreement. You should consult legal counsel regarding the jury waiver provision
before entering into the subscription agreement.





If you bring a claim against the company
in connection with matters arising under the subscription agreement, you may not be entitled to a jury trial with respect to those
claims, which may have the effect of limiting and discouraging lawsuits against the company. If a lawsuit is brought against the
company under the subscription agreement, it may be heard only by a judge or justice of the applicable trial court, which would
be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had,
including results that could be less favorable to the plaintiff(s) in such an action.





Nevertheless, if this jury trial waiver
provision is not permitted by applicable law, an action could proceed under the terms of the subscription agreement with a jury
trial. No condition, stipulation or provision of the subscription agreement serves as a waiver by any holder of Common Stock or
by the company of compliance with any substantive provision of the federal securities laws and the rules and regulations promulgated
under those laws.







The occurrence of the COVID-19 pandemic may negatively
affect our operations depending on the severity and longevity of the pandemic.






The COVID-19 pandemic is currently impacting
countries, communities, supply chains, and markets. The global financial markets have also been severely impacted. The response
to the pandemic has so far been focused on social distancing, travel bans, and quarantines in an effort to slow the spread of the
disease. This may limit or restrict access to customers, facilities, inventory supplies, personnel, and advisors.  Government
agencies and regulatory bodies are also impacted. All of these impacts are being felt by the Company now and they may have a significant
and lasting effect on our businesses and on our efforts to expand our business through acquisitions and similar transactions. The
impacts may also affect our ability to comply with regulatory requirements, including making timely filings with the Securities
and Exchange Commission. Depending on the longevity and severity of the COVID-19 pandemic, our business, customers, and shareholders
may experience significant negative impacts.








10














DILUTION





Dilution means a reduction in value, control
or earnings of the shares the investor owns.






Immediate dilution





If you purchase Units in this offering, your interest
will be diluted to the extent of the difference between the offering price per share and the net tangible book value per share of our
Common Stock after this offering. Our net tangible book value as of February 28, 2021 was approximately $(1,428,704), or $(0.06) per share.
Net tangible book value per share is determined by dividing our total assets less total liabilities and intangible assets by the number
of shares of our Common Stock outstanding as of February 28, 2021. Dilution in net tangible book value per share represents the difference
between the amount per share paid by purchasers of shares of Common Stock in this offering and the net tangible book value per share of
our Common Stock immediately after this offering.





The following table demonstrates the dilution that
new investors will experience upon investment in the company. This table uses the company’s net tangible book value and total shares
outstanding as of February 28, 2021, of $(1,428,704) and 23,715,076, respectively, which are derived from the Company’s February
28, 2021 consolidated balance sheet. The offering costs assumed in the following table includes legal and accounting fees incurred for
this Offering, state filing fees, and costs associated with establishing an offering portal, estimated to be $200,000. The table presents
three scenarios for the convenience of the reader: a $2,000,000 raise from this offering, a $4,000,000 raise from this offering, and a
fully subscribed $10,000,000 raise from this offering (maximum offering).

















































































































































































































































































DILUTION TABLE


$2,000,000


Raise



$4,000,000


Raise



$10,000,000


Raise


Price per share


$

1.00



$

1.00



$

1.00


Shares issued



2,000,000




4,000,000




10,000,000















Capital raised


$

2,000,000



$

4,000,000



$

10,000,000


Less offering costs



(200,000

)



(200,000

)



(200,000

)

Net tangible book value pre-financing



(1,428,704

)



(1,428,704

)



(1,428,704

)

Net tangible book value post-financing



371,296



$

2,371,296



$

8,371,296















Shares issued and outstanding pre-financing



23,715,076




23,715,076




23,715,076


Shares issued and outstanding post-financing



25,715,076




27,715,076




33,715,076















Net tangible book value per share pre-offering


$

(0.060

)


$

(0.060

)


$

(0.060

)

Net tangible book value per share post-offering


$

0.014



$

0.086



$

0.248


Increase per share attributable to new investors


$

0.075



$

0.15



$

0.31















Dilution per share to new investors ($)


$

0.93



$

0.85



$

0.69


Dilution per share to new investors (%)



93

%



85

%



69

%




New investors will experience further dilution
if any of our outstanding options or warrants are exercised, new options are issued and exercised or we issue additional shares
of Common Stock, other equity securities or convertible debt securities in the future or if preferred shares, if any, are converted
to shares of Common Stock.








11














PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS






Plan of Distribution





MJHI is offering a maximum of 10,000,000
Units on a “best efforts” basis.





The offering will terminate at the earliest
of: (1) the date at which the maximum offering amount has been sold, (2) the date which is one year from this offering being qualified
by the Commission, and (3) the date at which the offering is earlier terminated by MJHI in its sole discretion.





The cash price per Unit is $1.00.





The company may undertake one or more closings
on an ongoing basis. After each closing, funds tendered by investors will be available to the company. After the initial closing
of this offering, the company expects to hold closings on a monthly or more frequent basis.






No Minimum Offering Amount





The Units being offered will be issued
in one or more closings. No minimum number of Units must be sold before a closing can occur; however, investors may only purchase
shares in minimum increments of $1,000. Potential investors should be aware that there can be no assurance that any amount will
be raised in this offering. Because there is no minimum offering amount, there is no plan to return funds to investors if we raise
minimal funds.






No Selling Shareholders





No securities are being sold for the account
of security holders; all net proceeds of this offering will go to MJHI.






Process of Subscribing





You will be required to complete a subscription
agreement in order to invest. The subscription agreement includes a representation by the investor to the effect that, if you are
not an “accredited investor” as defined under securities law, you are investing an amount that does not exceed the
greater of 10% of your annual income or 10% of your net worth (excluding your principal residence).





Any potential investor will have ample
time to review the subscription agreement, along with their counsel, prior to making any final investment decision. The Company
will review all subscription agreements completed by the investor. After the Company has completed its review of a subscription
agreement for an investment in the company, the funds may be deposited into the Company’s account.





The company maintains
the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. Reasons for rejection of an investment
include, but are not limited to, the following: (i) in the event that an investor fails to provide all necessary information, even
after further requests from the company; (ii) in the event an investor fails to provide requested follow up information to complete
background checks or fails background checks; and (iii) in the event the company receives oversubscriptions in excess of the maximum
offering amount.





In the interest
of allowing interested investors as much time as possible to complete the paperwork associated with a subscription, the company
has not set a maximum period of time to decide whether to accept or reject a subscription. If a subscription is rejected, funds
will not be accepted by wire transfer or ACH, and payments made by debit card or check will be returned to subscribers within 30
days of such rejection without deduction or interest. Upon acceptance of a subscription, the company will send a confirmation of
such acceptance to the subscriber.





Upon confirmation that an investor’s
funds have cleared, the company will instruct the Transfer Agent to issue shares and warrants that constitute the Units to the
investor.








12












Transfer Agent





The company’s transfer agent is Pacific
Stock Transfer Company, an SEC registered transfer agent, who will serve as transfer agent to maintain shareholder information
on a book-entry basis.






Provisions of Note in Our Subscription
Agreement





Our subscription agreement includes a forum
selection provisions that requires any claim against the company based on the subscription agreement not arising under the federal
securities laws to be brought in a court of competent jurisdiction in the State of Nevada. This forum selection provisions may
limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes and may discourage
lawsuits with respect to such claims. The company has adopted this provision to limit the time and expense incurred by its management
to challenge any such claims. As a company with a small management team, this provision allows its officers to not lose a significant
amount of time travelling to any particular forum so they may continue to focus on operations of the company.






Jury Trial Waiver





The subscription agreement provides that
subscribers waive the right to a jury trial of any claim they may have against us arising out of or relating to the subscription
agreement. By signing the subscription agreement, the investor warrants that the investor has reviewed this waiver with the investor’s
legal counsel, and knowingly and voluntarily waives his or her jury trial rights following consultation with the investor’s
legal counsel. If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable
given the facts and circumstances of that case in accordance with applicable case law.








USE OF PROCEEDS TO ISSUER





The following table set out the sources
and uses of proceeds from this offering assuming the amount raised is $2,000,000, $4,000,000, or $10,000,000. The net proceeds
of this offering take into account an estimated $200,000 in fixed offering expenses covering audit and legal fees, fees for formatting
the filing to meet the requirements of the EDGAR system maintained by the SEC, state notice filing fees, portal fees and backend
fees for the portal. Regardless of the amount raised in the offering, the proceeds from the offering will be used primarily for
debt repayment and acquisition capital.




















































































































































































Uses of Proceeds


$2,000,000 Raise



$4,000,000 Raise



$10,000,000 Raise












Gross offering proceeds


$

2,000,000



$

4,000,000



$

10,000,000


Offering costs



(200,000

)



(200,000

)



(200,000

)

Net offering proceeds



1,800,000




3,800,000




9,800,000















Uses of proceeds













Debt repayment



900,000




900,000




900,000


Additional investment into PPK








930,000




930,000


Acquisition capital








970,000




6,970,000


Working capital



900,000




1,000,000




1,000,000


Total uses of proceeds


$

1,800,000



$

3,800,000



$

9,800,000






Because the offering is a

“best efforts

,” the offering may not yield sufficient funds to even cover the costs of this offering.

We reserve the right to change the above use of proceeds if our management believes it is in the best interests of the company to do so.









13














THE COMPANY’S BUSINESS






Company Background





MJ Harvest, Inc. was first established
in Nevada in 2002. Beginning in 2017, we 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 stems for a variety of plants, including hemp and cannabis. We also focused on building an international network
of distributors that can service our customers with rapid deliveries of products stocked in country, and developed two e-commerce
sites,

www.procannagor.com

and

www.procannagro.ca

, with tiered pricing for the distribution of products in the U.S.
and Canada. In 2020, we expanded our product offerings to include the Kalix and NPK product lines, which offer customers access
to plant nutrient products. Currently, the Company sells the debudder products through several distributors and online to retail
customers. The loss of any of our three largest distributors could have a material impact on our sales of debudder products. Our
sales of the Kalix and NPK product lines are dependent on the ability of Kalix and NPK to deliver products as ordered by our customers,
but the sales of these product lines are not currently a material part of our business.





In September 2020, MJHI (

www.mjharvestinc.com

)
evaluated a business opportunity with a vertically integrated marijuana company in Oklahoma, PPK Investment Group, Inc. (“PPK”),
and signed a letter of intent to acquire the company following a period of due diligence. We recently completed an initial investment
of $1,000,000 for a 10% interest in PPK and are working with PPK management to expand the business in Oklahoma and other markets.
Our agreement with PPK provides for the eventual acquisition of up to 100% of PPK provided the increased ownership can be accomplished
in accordance with Oklahoma laws governing licensing of marijuana businesses.





We continue to seek out additional agricultural
and horticultural implements to add to our product offerings through distribution agreements, licensing, and acquisition. In this
aspect of our business, we look for agricultural implements, durable goods, and services that will benefit smaller growers of hemp
and cannabis by making their growing operations more efficient.





With the investment in PPK, our long-term
focus has shifted, and we now intend to expand business beyond the hemp and cannabis agricultural product marketing niche to include
vertically integrated cannabis and hemp growing operations in Oklahoma and South Dakota and we are actively looking at markets
in Arizona, California, and Florida as potential areas for expansion. The timing for development of these expanded operations will
depend on availability of growth capital.





On May 19, 2021, PPK entered into a cannabis
joint venture agreement with the Flandreau Santee Sioux Tribe of South Dakota (“FSST”). Under the joint venture agreement,
PPK will open extraction and manufacturing facilities in a building located on the FSST Reservation and will manufacture products
for FSST utilizing biomass grown in FSST’s existing and expanding grow operations. FSST markets their products under the
Native Nations Brand. PPK currently markets its products in Oklahoma under the Country Cannabis Brand. The joint venture agreement
provides that PPK and FSST will now cross market the other’s brand in their respective states. This provides an opportunity
for FSST to expand its Native Nations Brand to Oklahoma and for PPK to expand its Country Cannabis Brand into South Dakota. The
joint venture also provides both PPK and FSST with additional capabilities, work force, and other synergies that will benefit both
entities. MJHI currently participates as a minority investor in PPK and expects its involvement to increase as its PPK investment
commitment grows and more capital is provided to PPK and the joint venture.






Strategy and Objectives





With the initial investment into PPK, and
PPK’s cannabis joint venture relationship with FSST, MJHI is poised to take advantage of significant business development
opportunities. The following business divisions are either in process, under development, or are being evaluated in an effort to
assemble a dynamic enterprise covering all aspects of seed to sale operations in the cannabis and hemp-based CBD sectors. We believe
we have selected excellent partners to assist in achieving the strategic vision outlined below.








14












Vertically Integrated Cannabis Operations.





Through our investment in PPK and our intention
to increase the investment over time to make PPK a wholly owned subsidiary, we will operate as a vertically integrated cannabis
company encompassing grow operations, harvesting, processing, extraction, manufacturing, distribution, and retail sales of a full
line of products containing THC and CBD. In addition to the FSST joint venture, the Company also recently signed an agreement with
International Business Group to produce and distribute the Chronic Brand of products in Oklahoma. The agreement includes a right
of first refusal to offer the Chronic Brand in other markets as PPK expands its footprint. The ability to add brands to the PPK
distribution system will serve to further increase the market reach of PPK and as MJHI increases its investment into PPK, the MJHI
market reach and visibility will also expand.






Joint Venture for Manufacturing and
Distribution with Tribal Partner





FSST is one of 574 Native American Indian
tribes recognized by the United States Government. The cannabis joint venture immediately creates a burgeoning economic opportunity
for PPK and adds to the tribe’s already-successful economic development portfolios within the gaming and hospitality industries.
The Flandreau Santee Sioux Reservation is situated on over 5,000 acres of land located along and near the Big Sioux River in Moody
County, South Dakota. The reservation facilities include the Royal River Entertainment Complex, which is the only legal casino
in South Dakota with 430 gaming devices, a 300-seat entertainment and conference center, a 120-room hotel, an adjacent RV park,
plus a full-service restaurant, buffet, snack bar and lounge.





The Tribe has been active in tribal cannabis since 2015 and has a state-of-the-art cultivation facility that it has resumed cannabis
cultivation in after the legalization of cannabis in South Dakota in November 2020. The cultivation facility currently houses
about 65 strains of cannabis and there are concurrent plans to renovate an existing building to develop a lab, kitchen, packaging,
and a dispensary with drive-up service. FSST also has developed a full-line of 2018 Farm Bill Compliant hemp products which is
sells under its trade name “Native Nations Cannabis.”





Native Americans have a well-known affinity
for the healing and regenerative properties of plants, herbs and other natural resources. In fact, many of the products you see
on health store shelves are made from naturally sourced plants, herbs, fruits and other naturally occurring plant derivatives grown
on Indian reservations. For hundreds of years, American Indians have recognized both the spiritual and healing properties of plants,
including cannabis. Industrial hemp and cannabis create potentially large economic opportunities for federal recognized tribes
as did the gaming and hospitality industries first recognized almost 5 decades ago.





Federal recognition of the sovereign status of Native American Indian tribes under the Indian Reorganization Act of 1934 (the
“Act”) allows tribes such as the

Flandreau Santee Sioux
Tribe

to manage their own affairs including their assets, land and mineral rights. The Act and the ensuing legislation
were intended to create a sound economic foundation for the inhabitants of the reservations. Two of the main benefits of federal
recognition are exemption from payment of federal taxes and exemption from many federal and state licensing requirements applicable
to non-tribal companies. As a result of these advantages, many tribes have pursued business opportunities in the gaming and tobacco
industries. Now, with the growing legalization of marijuana for medicinal and adult use, marijuana provides a new growth area
for tribes. FSST is the first tribe to expand into the marijuana industry in South Dakota and the joint venture with PPK is a
step toward taking full advantage of this high growth opportunity. PPK and FSST are focused on creating a unique business model
that can be offered to other tribal entities in a coordinated program to grow the Native Nations brand throughout sovereign lands.






Indoor Grow Operations





The Company is evaluating several indoor
grow operations for acquisition and/or joint venture operations. Securing indoor grow operations will allow the Company’s
operating divisions to assure consistent supply of biomass in the quality demanded by the Company’s customers. The acquisition
of an existing indoor grow facility also allows the Company to rapidly generate operating cash flows as the biomass is processed
by the Company’s own extraction and manufacturing concerns. As indicated above, PPK and FSST both have their own grow facilities
in Oklahoma and South Dakota, respectively, and are now in a position to apply best practices learned from their own operations
to newly acquired locations. The Company, PPK, and FSST will continue to evaluate indoor grow facilities in locations where they
are licensed to grow or manufacture products and in new markets where licenses to cultivate and process marijuana can be obtained
at reasonable cost.








15











The Company is cognizant of the critical
processes that must be addressed to effectively monitor and produce a quality product. Steps considered critical include cultivation
monitoring, maintenance and monitoring of plant nutrient, irrigation, and lighting systems during the growing cycles, monitoring
of production processes, and knowledge of the market demand for products that customers want and for which they will pay a reasonable
price. All of these aspects of the business can be very efficiently driven by software applications. The Company is currently evaluating
several competent software alternatives to address these critical processes and the Company expects to develop best-in-class procedures
and practices to obtain a competitive advantage over less sophisticated producers.





Disrupting Cannabis Distributor





Once the products are produced, the next
critical phase of our strategic vision is in distribution of the products to customers where and when demanded. This is another
area where inventory control, data analysis to determine product demand, and delivery systems focused on getting products into
the hands of the customers at the lowest delivery cost possible can be driven by software applications. The Company is currently
evaluating inventory control systems, consumer data collection systems, and delivery methods to allow efficient distribution of
the products to the consumer.





Traditionally, retail distribution is done
through brick-and-mortar dispensaries. With the growing reach of Lyft and Uber, and similar business models, last mile delivery
is a growth industry. We believe that software applications may also be applied to this aspect of the marijuana industry and we
are evaluating solutions that could disrupt the traditional brick-and-mortar dispensary distribution model at lower cost.





Farm Implements and Nutrient Products





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.






Competition





At this point in our development, we believe
our competitors in the marijuana and hemp product industries 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. CBD products are currently offered on Amazon, E-Bay, and company specific web sites
and the competition for consumer attention is extreme. THC product distribution is more limited and governed by the applicable
state regulations in each state permitting sale of THC products, either for medicinal purposes or for adult use. A few larger companies
such as Trulieve Cannabis Corp., Charlotte’s Web, and Canopy Growth Corp,, among others, have reached critical mass in terms
of brand awareness and market reach, but the Company expects to be able to compete effectively with these larger competitors through
effective use of technology, the unique aspects of tribal sovereignty, and the growing market presence in Oklahoma and South Dakota.








16











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 offering, 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 increased pool of available free trading shares, the fact that we
are 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 availability of the Offering Circular and the information contained therein. 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.






Marketing & Distribution





Currently, we market our business primarily
through keeping a very close eye on developments in the hemp and cannabis industries. 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, we believe we will be able to capitalize on these various connections to build a
dynamic and broad-based business selling marijuana and hemp based products, and agricultural and horticultural 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.






Manufacturing





Our affiliate, PPK, currently manufactures
cannabis products in Oklahoma, and is preparing to expand manufacturing operations into South Dakota under the joint venture agreement
with the Flandreau Santee Sioux Tribe.






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. 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.








17












Government Regulation





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;








18



















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.








19












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, 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.






Employees





As of May 24, 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, 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.






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. As of May 24, 2021 and through the date of filing of this offering circular, 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 May 24, 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 May 24, 2021.








20














DESCRIPTION OF PROPERTY





The Company does not currently have any
physical facilities or properties. Each of our officers and directors operate out of home-based 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 grow facilities, manufacturing and product distribution expand.








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 difference 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






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 Elevated Ag Solutions, Inc.
doing business through 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 stepped back from the acquisition focus and is now 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 revisit the acquisition opportunities if and when the Company’s shares are more actively traded. In the meantime, management
will focus on growing sales of the products we have.






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.








21












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.








22












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.







Three Months Ended February 28, 2021 compared with the
Three Months Ended February 29, 2020






The narrative comparison of results of
operations for the three-month periods ended February 28, 2021 and February 29, 2020 is based on the following table.










































































































































































































































































A



B



C





Three Months Ended


February 28,


2021



February 29,


2020



A-B


Change



Change


%


REVENUE


$

14,377



$

30,003



$

(15,626

)



(52

)%

COST OF REVENUE



12,350




18,001




(5,651

)



(31

)%

Cost of revenue as a % of total revenue



86

%



60

%









Gross Profit



2,027




12,002




(9,975

)



(83

)%

Gross profit as a % of revenue



14

%



40

%









OPERATING EXPENSES

















Officer and director compensation



135,000




110,000




25,000




23

%

General and administrative



23,027




9,166




13,861




151

%

Impairment of intangible assets




















Professional fees and contract services



118,231




96,053




22,178




23

%

Total operating expenses



276,258




215,219




61,039




28

%

NET LOSS FROM CONTINUING OPERATIONS



(274,231

)



(203,217

)



(71,014

)



35

%




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 and third quarters. This third quarter carryover effect
is expected to lessen over time as management rebuilds the inertia of the debudder marketing focus. 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 February 28,
2021 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 increased 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 2021 compared with 2020.
General and administrative expenses were consistent between the periods. Professional fees and contract services increased in 2021
compared with 2020 due to expanded marketing efforts relating to the brand building and improving investor awareness of the Company,
while also seeking to expand our business through acquisition of opportunities and the attendant due diligence costs associated
with business evaluations.








23











Net loss from continuing operations decreased
in 2021 compared with 2020 primarily due to the reduction of impairment of intangible assets between periods.







Nine Months Ended February 28, 2021 compared with the
Nine Months Ended February 29, 2020






The narrative comparison of results of
operations for the nine-month periods ended February 28, 2021 and February 29, 2020 is based on the following table.










































































































































































































































































A



B



C





Nine Months Ended


February 28,


2021



February 29,


2020



A-B


Change



Change


%


REVENUE


$

87,513



$

118,094



$

(30,581

)



(26

)%

COST OF REVENUE



42,484




55,071




(12,587

)



(23

)%

Cost of revenue as a % of total revenue



49

%



47

%









Gross Profit



45,029




63,023




(17,994

)



(29

)%

Gross profit as a % of revenue



51

%



53

%









OPERATING EXPENSES

















Officer and director compensation



400,000




372,500



$

27,500




7

%

General and administrative



59,410




61,099




(1,689

)



(3

)%

Impairment of intangible assets








100,000



$

(100,000

)



(100

)%

Professional fees and contract services



358,084




329,405




28,679




9

%

Total operating expenses



817,494




863,004



$

(45,510

)



(5

)%

NET LOSS FROM CONTINUING OPERATIONS



(772,465

)



(799,981

)



27,516




(3

)%




Revenues from debudder sales in the nine months ended February 28, 2021 decreased when compared to the
same period in 2020. The decrease is largely attributable 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 in the first fiscal
quarter ended August 31, 2020, and the resulting loss of momentum impacted the second and third quarters as well.





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






Net loss
from operations decreased in the nine months of 2021 compared with 2020. The decrease in the loss from operations reflects an offset
of increases in officer and director compensation and professional fees and contract services against a decrease in impairment
of intangible assets in the nine months of 2021 compared with 2020.







Discontinued Operations



.





After operating the soils division for
the three months ended August 31, 2020, management undertook an in-depth assessment of the business and concluded that the soils
division was not as represented at the time of the acquisition, was not likely to ever operate profitably without significant revisions
to operating methods and changes in personnel and was likely to create significant business questions and concerns should it be
continued. Accordingly, management elected to discontinue the business acquired from Elevated. Upon discontinuation of the Elevated
business, the Company entered into a settlement and unwinding agreement with Elevated and returned all assets acquired in the transaction
to Elevated. Common stock issued in the acquisition, aggregating 1,300,000 shares out of 1,400,000 shares originally issued, will
be cancelled, and the Company agreed to pay a $10,000 walk-away fee. The $10,000 walk-away fee is payable in five installments
of $2,000 each with the final payment due in early March 2021. Cancellation of the shares will be recorded once the final installment
of the walk-away fee is paid. The final payment was made on March 5, 2021. In the aggregate, the Company recognized a loss from
discontinued operations of $10,000 in the nine-month period ended February 28, 2021.








24











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



































































































OPERATING RESULTS


Three Months



Nine Months




Ended



Ended




February 28, 2021



February 28, 2021


Revenue


$





$

75,217


Cost of revenue








66,243


Amortization








13,125


Gross profit








(4,151

)

Loss on discontinued operations








10,000




$





$

(14,151

)





Liquidity and Capital Resources





Cash flow used in operating activities
for the nine-month period ended February 28, 2021 was $175,329 compared with $231,220 in the comparable period 2020. During the
period, our total cash decreased by $31,329. Cash to fund the negative cash flow from operations was derived primarily from proceeds
of advances from related parties totaling $144,000.





Our historic operations have not been sufficient to
support the existing infrastructure, much of which is required in order to maintain public company status. Subsequent to February 28,
2021 we entered into a debt funding transaction and made a loan to an operating cannabis company as described in more detail below. The
debt funding transaction and the loan are steps in the targeted acquisition of the operating company doing business as Country Cannabis,
and we expect that the eventual acquisition of Country Cannabis will improve our ability to support the infrastructure costs of maintaining
our public company status. We also continue to seek out potential acquisition candidates with a focus on acquiring additional operating
companies with scale sufficient to support all aspects of the Company’s operations, including the public company infrastructure.
The Company is currently heavily dependent on funding through advances from related parties, but no assurances can be given that such
funding will continue to be available in future periods.





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





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 $786,616 and $799,981
for the nine-month periods ended February 28, 2021 and 2020, respectively, and had an accumulated deficit of $4,969,010 as of February
28, 2021.  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.





On  March 22, 2021, the Company, as
the borrower, entered into agreements with AJB Capital Investments LLC and SDT Holdings LLC for the sale of an aggregate of $900,000
in Promissory Notes (the “Notes”), $300,000 from AJB and $600,000 for SDT. The terms of the Notes are the same except
for the dollar amounts and fees which are double for SDT compared to AJB. The terms of the Notes are described below in the aggregate.








25











The Notes provide for an original issue
discount of 10% or $90,000, payment of legal fees of $22,500, and payment of $10,500 for due diligence fees, resulting in net proceeds
to the Company of $777,000. The Company also agreed to pay a commitment fee of $750,000 payable by issuance of 1,200,000 shares
of restricted common stock and 3,000,000 warrants that are exercisable at $0.38 per share with a three-year term expiring on March
21, 2024. The Notes bear interest at the rate of 12% if paid on or before September 21, 2021. MJHI has the right to extend the
Notes for an additional six months at an interest rate of 15%, in which case the Notes would be due March 21, 2022. The Notes are
secured by all assets of the Company.





In addition, the notes require a financing
fee of $54,000 which is payable in installments of $9,000 each month with the first payment due on April 1, 2021.





In the event of default, the remaining
principal amount of the Notes plus all accrued interest and other fees due under the terms of the Notes may be converted at the
sole election of the Note holders into restricted common stock of the Company at a 90% of the market price for the Company’s
shares at the time of conversion.





On March 24, 2021, the Company, as lender,
finalized a convertible note agreement with PPK Investment Group, Inc. (“PPK”) in the amount of $620,000. The convertible
note bears interest at 6% per annum and is due on September 1, 2021. The conversion feature of the Note provides that the Company
may convert the Note to acquire a 6.2% interest in PPK if allowed by Oklahoma State laws governing ownership of cannabis licenses.
If converted, the interest accrued from the loan date of March 24, 2021 through the date of conversion will be forgiven.





Upon conversion, the Company will also
have the right to acquire an additional 3.8% interest in PPK (10% in total) for payment of $380,000 by issuance of restricted common
stock of the Company priced at $0.25 per share or 1,520,000 shares.





In the event of conversion of the Convertible
Note into an investment in PPK, a Securities Purchase Agreement signed concurrently with the Convertible Note will also become
effective. The Securities Purchase Agreement gives the Company the right to increase its investment up to a 100% ownership interest
in PPK, provided such increased ownership is in compliance with Oklahoma State cannabis licensing requirements. The acquisition
price would be paid on the same terms as the initial acquisition of the 10% interest, 62% in cash and 38% in shares of the Company’s
common stock with the stock priced at $0.25 per share. Total value of 100% acquisition of PPK is $10,000,000.





The Securities Purchase Agreement, if activated
by conversion of the convertible note, includes an earnout which could result in payment of additional consideration to PPK if
the valuation at the end of a look back period is greater than $10,000,000. For purposes of the earnout, the valuation will be
based on three times earnings before interest, taxes, depreciation, and amortization (EBITDA).





The Securities Purchase Agreement, if activated
by conversion of the convertible note, also contains the agreement with Ralph Clinton Pyatt III (“Clinton Pyatt”),
President of PPK, to continue his role as Chief Executive Officer and President of the Country Cannabis business for a period of
at least three years. The Company also has an option to acquire the real estate that PPK utilizes in its operations. The real estate
is currently under lease to PPK by an affiliated Company owned by Clinton Pyatt.







Off Balance Sheet Arrangements






None








26














DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT
EMPLOYEES






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



60



Secretary and Director



11/03/2017



Patrick Bilton




Chief Executive Officer



01/01/2018



Brad Herr



67



Chief Financial Officer



03/24/2018



Jerry Cornwell



82



President and Director



09/20/2011



David Tobias



70



Director



11/03/2017







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







Patrick Bilton, CEO, Secretary and Director

,
age 60, 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 67 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 82, 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.








27












David Tobias, Director

, age 70 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.






No Involvement in Certain Legal Proceedings





Our directors and executive officers have
not, during the past ten years been:








































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






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






subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;






found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;






the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or






the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.






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.








28












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 will be held at least quarterly and more often if needed. Actions may also be 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.








29











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.





Section 16(a) Beneficial Ownership Reporting
Compliance





We are not currently subject to Section
16(a) of the Exchange Act as we do not have a class of securities registered under Section 12(b) or 12(g) of the Act.








COMPENSATION OF DIRECTORS AND EXECUTIVE
OFFICERS





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.








30














SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN SECURITYHOLDERS





The following table
sets forth, as of September 10, 2020 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 May 25, 2021


Shares Held



Outstanding


Patrick Bilton, CEO, Secretary and Director,



4,355,673




17.2

%

9205 W. Russell Rd., Suite 240, Las Vegas, Nevada 89139









Jerry Cornwell, President and Director



3,640,244




14.4

%

9205 W. Russell Rd., Suite 240, Las Vegas, Nevada 89139









Brad Herr, CFO



640,462




2.5

%

9205 W. Russell Rd., Suite 240, Las Vegas, Nevada 89139









David Tobias, Director



6,332,399




25.0

%

9205 W. Russell Rd., Suite 240, Las Vegas, Nevada 89139









All Officers and Directors as a Group



14,968,778




59.2

%










Total Shares Issued and Outstanding



25,301,436




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 shares listed for Jerry Cornwell are beneficially owned by him. A total of 1,143,983 are listed
in his name and 2,430,036 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.








INTEREST OF MANAGEMENT AND OTHERS IN
CERTAIN TRANSACTIONS





During the year ended May 31, 2020, the
Company received additional advances totaling $290,278 from related party officers and directors of the Company to cover operating
expenses. As of May 31, 2020, net advances from related parties totaled $829,982. 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.






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.








SECURITIES BEING OFFERED





The Company is offering Units in this offering.
Each Unit consists of one share of Common Stock and one warrant to purchase one additional share of Common Stock for $2.00.








31











For the complete terms of our capital stock,
please refer to our certificate of incorporation and our bylaws which appear as exhibits to the offering statement of which this
offering circular is a part or may be incorporated by reference in this offering circular or any offering circular supplement.
The terms of these securities may also be affected by the Nevada Revised Statutes, or the NRS. The summary below is qualified in
their entirety by reference to our articles of incorporation and our bylaws.






Preferred Stock





The Company is authorized to issue up to 5,000,000 shares of
preferred stock in series upon such terms, rights and preferences as the Board of Directors shall establish. No series of preferred
stock have been created and no shares of preferred stock have been issued.






Common Stock





We are authorized to issue 100,000,000
shares of Common Stock, of which 25,301,436 shares were issued and outstanding as of May 31, 2021 and held by 122 shareholders
of record (without consideration of those shareholders whose certificates are held in the name of broker-dealers or other nominees).
Each holder of our Common Stock is entitled to one vote for each share held of record on each matter submitted to a vote of stockholders,
including the election of directors. Stockholders do not have any right to cumulate votes in the election of directors.





Subject to preferences that may be granted
to the holders of preferred stock, each holder of our Common Stock is entitled to share ratably in distributions to stockholders
and to receive ratably such dividends as may be declared by our board of directors out of funds legally available therefor. In
the event of our liquidation, dissolution or winding up, the holders of our Common Stock will be entitled to receive, after payment
of all of our debts and liabilities and of all sums to which holders of any preferred stock may be entitled, the distribution of
any of our remaining assets. Holders of our Common Stock have no conversion, exchange, sinking fund, redemption or appraisal rights
(other than such as may be determined by our board of directors in its sole discretion) and have no preemptive rights to subscribe
for any of our securities.





All of the outstanding shares of our Common
Stock are, and the shares of Common Stock issued upon the conversion of any securities convertible into our Common Stock will be,
fully paid and non-assessable. The shares of Common Stock offered by this offering circular or upon the conversion of any preferred
stock or debt securities or exercise of any warrants offered pursuant to this prospectus, when issued and paid for, will also be,
fully paid and non-assessable.






Note Regarding Dividends





We have not declared or paid any dividends
on our Common Stock and intend to retain any future earnings to fund the development and growth of our business. Therefore, we
do not anticipate paying dividends on our Common Stock for the foreseeable future. There are no restrictions on our present ability
to pay dividends to stockholders of our Common Stock, other than those prescribed by Nevada law.






Warrants





Each warrant that constitutes a part of
the Units offered hereby entitles the holder to purchase one share of Common Stock at the price of $2.00 per share for a period
of three years. Complete rights of warrant holders are set forth in the warrant agreement included with this Offering Circular.






Recent Sales of Unregistered Securities





During the year ended May 31, 2021 the
Company issued 160,462 shares of common stock to the Company’s Chief Financial Officer for consulting services in the amount
of approximately $60,000. The fair value of the shares issued was based on the market price of the Company’s common stock
as of the dates of issuance. The Company also issued 828,100 shares of common stock to seven independent contractors for services
rendered in the approximate amount of $298,244.








32











Additional shares aggregating 1,200,000
were issued as a loan commitment fee on a debt financing that occurred in March 2021 with an aggregate value of $1,704,000 based
on the price of the common stock on the date of the debt takedown.





In May 2021, the Company issued 1,520,000
shares of common stock for a 3.8% interest in PPK Investment Group, Inc. with an aggregate value of $972,800 based on the price
of the common stock on the date of the acquisition.





The shares, when issued were exempt from
the registration requirements of Section 5 of the Securities Act of 1933 pursuant to Section 4(a)(2) of the Act since the recipients
of the shares are persons closely associated with the Company and the issuance of the shares did not involve any public offering.








U.S. FEDERAL INCOME TAX CONSIDERATIONS





The company is
taxed as a corporation under the U.S. Federal Tax Code. As such, the company will be subject to federal income tax on its profits
and losses prior to dividends being paid to investors. The dividends, if any, will likely be treated as a corporate distribution
of equity. Corporate distributions of equity are not deductible to the corporation but are generally taxable to the shareholder,
subject to various exceptions and limitations.





Investors are
advised to consult their financial and tax advisers to determine if an investment in the company makes sense for their specific
financial and tax situation.








ONGOING REPORTING AND SUPPLEMENTS TO
THIS OFFERING CIRCULAR





As an Exchange
Act reporting company, even though this offering is made under an exemption under the Securities Act, we are required to make annual
and quarterly filings with the SEC. We will make annual filings on Form 10-K, which will be due by 90 days after the end of our
fiscal year and will include audited financial statements for the previous fiscal year. We will make quarterly filings on Form
10-Q, which will be due 45 days following the end of any fiscal quarter, which will include unaudited financial statements for
the quarterly period. We will also file a Form 8-Ks to announce important events such as the loss of a senior officer, a change
in auditors or certain types of capital-raising.





We may supplement
the information in this offering circular by filing a Supplement with the SEC.





All these filings
will be available on the SEC’s EDGAR filing system. You should read all the available information before investing






Financial Statements





The financial statements are on pages FS-1 through FS-35.








33












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 - 16







FS-

1











MJ HARVEST, INC.






CONSOLIDATED BALANCE SHEETS






(unaudited)







































































































































































































































































































































































































































































































































































February
28,






May
31,



























2021






2020















ASSETS









CURRENT ASSETS:






























Cash and cash equivalents






$






1,014



$



32,343












Accounts receivable












4,500






19,216












Vendor deposits












-






20,000












Inventory












28,206






32,840















Total current
assets












33,720






104,399










































NON-CURRENT ASSETS:






























Fixed assets, net












12,099






15,879












Finite-lived intangible assets,
net












129,584






465,834












Indefinite-lived intangible
assets, net












-






25,000















Total non-current
assets












141,683






506,713















Total Assets






$






175,403



$



611,112
















































LIABILITIES
AND STOCKHOLDERS’ DEFICIT






CURRENT LIABILITIES:



























Accounts payable and other
current liabilities






$






129,970



$



97,861









Payable for discontinued operations
(Note 3)












2,000






-















Total Current Liabilities












131,970






97,861







































LONG-TERM LIABILITIES:



























Common
stock payable












158,571






100,000









Payable
to related parties for services












210,000






-









Advances
from related parties












973,982






829,982















Total long-term liabilities












1,342,553






929,982















Total Liabilities












1,474,523






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, 100,000,000 shares






























authorized, 23,715,076 and
22,892,874 issued and






























outstanding, respectively












2,372






2,289









Common stock subject to cancellation
on discontinued






























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












(336,875)






-









Additional paid-in capital












4,004,393






3,763,374









Accumulated deficit












(4,969,010)






(4,182,394)















Total stockholders' deficit












(1,299,120)






(416,731)















Total Liabilities
and Stockholders' Deficit






$






175,403



$



611,112














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







FS-

2
















MJ
HARVEST, INC.




CONSOLIDATED
STATEMENTS OF OPERATIONS




(unaudited)


















































































































































































































































































































































































































































































































Three
months ended






Nine
months ended





















February
28,






February
29,






February
28,






February
29,





















2021






2020






2021






2020













































REVENUE



$



14,377



$



30,003



$



87,513



$



118,094






COST OF REVENUE






12,350






18,001






42,484






55,071












Gross profit






2,027






12,002






45,029






63,023













































OPERATING EXPENSES:

































Officer and director compensation






135,000






110,000






400,000






372,500









General and administrative






23,027






9,166






59,410






61,099









Impairment of intangible assets






-






-






-






100,000









Professional fees and contract
services






118,231






96,053






358,084






329,405












Total operating expenses






276,258






215,219






817,494






863,004













































NET LOSS FROM CONTINUING  OPERATIONS






(274,231)






(203,217)






(772,465)






(799,981)













































LOSS FROM DISCONTINUED OPERATIONS




































Operating loss on discontinued
operations






-






-






(4,151)






-












Loss on discontinued operations






-






-






(10,000)






-






NET LOSS FROM DISCONTINUED
OPERATIONS






-






-






(14,151)






-













































NET LOSS



$



(274,231)



$



(203,217)



$



(786,616)



$



(799,981)













































NET LOSS PER COMMON SHARE
- Basic and diluted




































From continuing operations



$



(0.01)



$



(0.01)



$



(0.03)



$



(0.04)












From discontinued operations






-






-






(0.00)






-












Total



$



(0.01)



$



(0.01)



$



(0.03)



$



(0.04)
















































WEIGHTED AVERAGE NUMBER OF
COMMON




































SHARES OUTSTANDING - Basic
and diluted






23,245,546






20,192,611






23,077,816






19,500,353














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









FS-

3










MJ
HARVEST, INC.




CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT




(unaudited)










FOR
THE THREE AND NINE MONTH PERIODS ENDED February 28, 2021 AND February 29, 2020









































































































































































































































































































































































































































































































































































































































































































































































Additional






Common
Stock





















Common
Stock






Paid-In






Subject
to






Accumulated









Three
Month






Shares






Amount






Capital






Cancellation






Deficit






Total



BALANCES, November
30, 2019









20,007,739









$



2,001









$



2,096,611









$













$



(2,815,483



)






$



(716,871



)



Shares issued
for compensation









487,920












49












121,931






































121,980






Shares issued
for common stock payable









474,000












47












118,453






































118,500






Net
loss





























































(203,217



)









(203,217



)



BALANCES,
February 29, 2020









20,969,659












2,097












2,336,995

























(3,018,700



)









(679,608



)














































































BALANCES, November 30, 2020









23,347,731












2,335












3,885,859

























(4,694,779



)









(806,585



)



Shares issued
for compensation









200,000












20












59,980






































60,000






Shares issued
for common stock payable









167,345












17












58,554






































58,571






Shares subject
to cancellation due to discontinued operations
















































(336,875



)






















(336,875



)



Net
loss





























































(274,231



)









(274,231



)



BALANCES,
February 28, 2021









23,715,076












2,372












4,004,393












(336,875



)









(4,969,010



)









(1,299,120



)














































































Nine
Month











































































BALANCES, May 31, 2019









18,758,739












1,876












1,784,486

























(2,218,719



)









(432,357



)



Shares issued
for compensation









1,702,420












170












425,435






































425,605






Shares issued
for common stock payable









508,500












51












127,074






































127,125






Net
loss





























































(799,981



)









(799,981



)



BALANCES,
February 29, 2020









20,969,659












2,097












2,336,995

























(3,018,700



)









(679,608



)














































































BALANCES May 31, 2020









22,892,874












2,289












3,763,374

























(4,182,394



)









(416,731



)



Shares issued
for compensation









822,202












83












241,019






































241,102






Shares subject
to cancellation due to discontinued operations
















































(336,875



)






















(336,875



)



Net
loss





























































(786,616



)









(786,616



)



BALANCES,
February 28, 2021









23,715,076









$



2,372









$



4,004,393









$



(336,875



)






$



(4,969,010



)






$



(1,299,120



)





















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






FS-

4










MJ
HARVEST, INC.




CONSOLIDATED
STATEMENTS OF CASH FLOWS




(unaudited)





































































































































































































































































































































Nine
months ended















February
28,






February
29,















2021






2020






CASH FLOWS FROM OPERATING
ACTIVITIES


















Net loss



$



(786,616)



$



(799,981)






Adjustments to reconcile net
loss to net cash


















used in operating activities:





















Depreciation and amortization






28,155






9,196









Share based compensation






241,102






425,605









Common stock payable for compensation






58,571






-









Impairment of intangible asset






-






100,000






Changes in operating assets
and liabilities:





















Accounts receivable






14,716






9,091









Vendor deposits






20,000






480









Inventory






4,634






13,132









Payable for discontinued operations






2,000






-









Accounts payable and other current liabilities






32,109






11,257









Payable to related party for services






210,000






-









NET
CASH (USED IN) OPERATING ACTIVITIES






(175,329)






(231,220)



























CASH FLOWS FROM FINANCING
ACTIVITIES





















Proceeds from advances by related parties






144,000






220,778









NET
CASH PROVIDED BY FINANCING ACTIVITIES






144,000






220,778
















































NET CHANGE IN CASH AND CASH
EQUIVALENTS






(31,329)






(10,442)



























CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD



32,343






13,592



























CASH AND CASH EQUIVALENTS
END OF PERIOD



$



1,014



$



3,150



























Non-cash financing and investing
activities:





















Shares issued for common stock payable



$



-



$



127,125









Shares payable
for intangible assets



$



-



$



100,000









Shares to be
cancelled on discontinued operations (Note 3)



$



336,875



$



-
















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





FS-

5











NOTE 1 –
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES











Nature of Business














MJ
Harvest, Inc. (the “Company” or “MJHI”), 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, and on December 10, 2020, the articles were
again amended and restated to increase the number of authorized common shares from 50,000,000 to 100,000,000, with no effect on
the outstanding common shares or the par value of the common stock.








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 February 28, 2021.
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
and 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 nine-month
periods ended February 28, 2021 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 intercompany transactions have been eliminated.











FS-

6












Going
Concern












The
Company has an accumulated deficit of $4,969,010 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.








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 nine months ended February 28, 2021, 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 under consideration, but as of February 28, 2021, 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, funds borrowed from third-party lenders, 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 February 28, 2021, 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 its customers. The Company’s 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 the Company’s 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 on a first-in first-out basis. Allowances for obsolete inventory are recognized when the inventory is determined
to be unsalable through the normal course of business. Inventory consists of the Company’s 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.






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
February 28, 2021 and February 29, 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.













FS-

8











NOTE 2 –
FIXED ASSETS











Fixed
assets consisted of the following at February 28, 2021 and May 31, 2020:
































































February
28,






May 31,



Property
& Equipment






2021






2020



Equipment
- production molds






$



25,109









$



25,109






Less:
Accumulated amortization









(13,010



)









(9,230



)



Net
Equipment






$



12,099









$



15,879













Depreciation
expense for the three and nine-months ended February 28, 2021 were $1,260 and $3,780, respectively and for the three and nine-month
periods ended February 29, 2020 were $1,260 and $3,780, 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 February 28, 2021 and May 31, 2020, intangibles assets are:






































































































































































































































































































































February
28,






May 31,



Intangibles






2021






2020



Finite lived intangibles



























Patents






$



250,000









$



250,000






Less:
Impairment of patents









(100,000



)









(100,000



)












150,000












150,000






Less:
accumulated amortization









(20,416



)









(9,166



)



Patents,
net









129,584












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









129,584












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






$



129,584









$



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















FS-

9










Amortization
expense for the three and nine-months ended February 28, 2021 was $3,750 and $24,375, 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 in the fourth quarter of the fiscal year ended May 31, 2020, the Company began 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. For purposes of these financial statements, the Company has recorded the return of the assets,
a balance payable of $10,000 net of $8,000 in payments made through February 28, 2021. The stock will be cancelled after the final
payment is made, which will occur in fiscal fourth quarter ending May 31, 2021. As of February 28, 2021, the Company owed $2,000
on the settlement payment and this amount was paid in full on March 5, 2021.












Results
of Elevated operations for the three and nine-month periods ended February 28, 2021 are shown as discontinued operations on the
consolidated statement of operations. The results from discontinued operations are as follows:




































































































OPERATING
RESULTS






Three
Months






Nine
Months









Ended






Ended









February
28, 2021






February
28, 2021



Revenue






$













$



75,217






Cost of revenue






















66,243






Amortization






















13,125






Gross profit (loss)






















(4,151



)



Loss
on discontinued operations






















(10,000



)









$













$



(14,151



)













NOTE 4 – RELATED
PARTY TRANSACTIONS













At
February 28, 2021 and May 31, 2020, the Company had advances from related parties and balances payable to related parties for
services. 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 nine-month periods ended February 28, 2021, the related party transactions included the following:







FS-

10













































































































































































































































RELATED
PARTY TRANSACTIONS

















































































Related
Party Advances at






Additions
During the Nine Months Ended February 28, 2021






Related
Party Advances at






Payable
to Related Parties for  Services at









May
31, 2020






Advances






Services






February
28, 2021






February
28, 2021



Related
Parties































































Patrick
Bilton, CEO and Director































































Cash
advances






$



726,414









$



138,000









$













$



864,414









$










Payable
for services


































210,000
























210,000






David Tobias,
Director









80,553






































80,553



















Jerry
Cornwell, Director









23,015












6,000

























29,015



















Totals






$



829,982









$



144,000









$



210,000









$



973,982









$



210,000

















































































































































































Related
Party Advances at










Additions
During the Nine Months Ended February 29, 2020













Related
Party Advances at












Payable
to Related Parties for  Services at















May
31, 2019












Advances












Services












February
29, 2020












February
29, 2020






Related
Parties































































Patrick
Bilton, CEO and Director






$



448,455









$



214,959









$













$



663,414









$










David Tobias,
Director









75,553












5,000

























80,553



















Jerry
Cornwell, Director









15,696












819

























16,515



















Total
for related parties






$



539,704









$



220,778









$













$



760,482









$


























FS-

11























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 were applicable to sales of G4’s products
for calendar years 2018-2020. The earn-out compensation was based upon a calculation of sales of G4’s products less the
Company’s original investment in G4. Sales of the G4 products were not sufficient to warrant an earnout payment and this
contingency lapsed on December 31, 2020.








The G4 acquisition
agreement also contained provisions for additional consideration of $100,000, payable in shares of the Company’s common
stock, when certain patents were 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 shares have not yet
been issued at the request of the inventor entitled to the shares, but the Company expects to issue shares to satisfy the stock
payable balance during the calendar year ending December 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 nine-month periods ended February 28, 2021 and February 29, 2020, 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:





































































































































































































































































































































































































































































































































































Nine
Months Ended February 28, 2021






Shares
issued in the Period for:






Shares
Issuable at February 28, 2021






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



-



-






78,571



20,000









78,571



20,000






-



-






8,403



10,000






8,403



10,000



Jerry Cornwell



-



-






78,571



20,000









78,571



20,000






-



-






8,403



10,000






8,403



10,000



Brad Herr



-



-






117,857



30,000









117,857



30,000






-



-






12,605



15,000






12,605



15,000



Total for related parties



-



$           -






274,999



$      70,000









274,999



$      70,000






-



$                  -






29,411



$     35,000






29,411



$     35,000




























































Unrelated
Parties



-



$           -






547,203



$    171,102









547,203



$    171,102






400,000



$        100,000






19,807



$     23,571






419,807



$   123,571




























































Aggregate
Totals



-



$           -






822,202



$    241,102









822,202



$    241,102






400,000



$        100,000






49,218



$     58,571






449,218



$   158,571































































Three
Months Ended February 28, 2021






Shares
issued in the Period for:






Shares
Issuable at February 28, 2021






Common
Stock Payable






Services









Total






Patent
Issuance Bonus Shares






Current
Period Services






Total






Shares



Value






Shares



Value









Shares



Value






Shares



Value






Shares



Value






Shares



Value



Related
Parties

























































Patrick Bilton



-



$           -






-



$              -









-



$              -






-



$                  -






-



$            -






-



$            -



David Tobias



28,571



10,000






-



-









28,571



10,000






-



-






8,403



10,000






8,403



10,000



Jerry Cornwell



28,571



10,000






-



-









28,571



10,000






-



-






8,403



10,000






8,403



10,000



Brad Herr



42,857



15,000






-



-









42,857



15,000






-



-






12,605



15,000






12,605



15,000



Total for related parties



99,999



$   35,000






-



$              -









99,999



$      35,000






-



$                  -






29,411



$     35,000






29,411



$     35,000




























































Unrelated
Parties



67,346



$   23,571






200,000



$      60,000









267,346



$      83,571






400,000



$        100,000






19,807



$     23,571






419,807



$   123,571




























































Aggregate
Totals



167,345



$   58,571






200,000



$      60,000









367,345



$    118,571






400,000



$        100,000






49,218



$     58,571






449,218



$   158,571



























































































































































































































































































































































































































































































































































































































Nine
Months Ended February 29, 2020






Shares
issued in the Period for:






Shares
Issuable at February 29, 2020






Common
Stock Payable






Services









Total






Patent
Issuance Bonus Shares






Current
Period Services






Total






Shares



Value






Shares



Value









Shares



Value






Shares



Value






Shares



Value






Shares



Value



Related
Parties

























































Patrick Bilton



240,000



$   60,000






820,000



$    205,000









1,060,000



$    265,000






-



$                  -






-



$            -






-



$            -



David Tobias



-



-






100,000



25,000









100,000



25,000






-



-






-



-






-



-



Jerry Cornwell



-



-






100,000



25,000









100,000



25,000






-



-






-



-






-



-



Brad Herr



60,000



15,000






180,000



45,000









240,000



60,000






-



-






-



-






-



-



Total for related parties



300,000



$   75,000






1,200,000



300,000









1,500,000



$    375,000






-



$                  -






-



$            -






-



$            -




























































Unrelated
Parties



208,500



$   52,125






502,420



$    125,605









710,920



$    177,730






400,000



$        100,000






-



$            -






400,000



$   100,000




























































Aggregate
Totals



508,500



$
127,125






1,702,420



$    425,605









2,210,920



$    552,730






400,000



$        100,000






-



$            -






400,000



$   100,000































































Three
Months Ended February 29, 2020






Shares
issued in the Period for:






Shares
Issuable at February 29, 2020






Common
Stock Payable






Services









Total






Patent
Issuance Bonus Shares






Current
Period Services






Total






Shares



Value






Shares



Value









Shares



Value






Shares



Value






Shares



Value






Shares



Value



Related
Parties

























































Patrick Bilton



260,000



$   65,000






260,000



$      65,000









520,000



$    130,000






-



$                  -






-



$            -






-



$            -



David Tobias



20,000



5,000






20,000



5,000









40,000



10,000






-



-






-



-






-



-



Jerry Cornwell



20,000



5,000






20,000



5,000









40,000



10,000






-



-






-



-






-



-



Brad Herr



60,000



15,000






60,000



15,000









120,000



30,000






-



-






-



-






-



-



Total for related parties



360,000



$   90,000






360,000



90,000









720,000



$    180,000






-



$                  -






-



$            -






-



$            -




























































Unrelated
Parties



114,000



$   28,500






127,920



$      31,980









241,920



$      60,480






400,000



$        100,000






-



$            -






400,000



$   100,000




























































Aggregate
Totals



474,000



$
118,500






487,920



$    121,980









961,920



$    240,480






400,000



$        100,000






-



$            -






400,000



$   100,000































































































































FS-

13











NOTE 7 –
REVENUE









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










Three Months





























































































































Three-months
ended









February
28, 2021






February
29, 2020



Debudder Products






$



14,377









$



30,003










































Three-months
ended,



Customer Concentrations









February
28, 2021












February
29, 2020






Debudder sales



























Customer A






$



-









$



8,397






Customer B









13,675












-






Totals






$



13,675









$



8,397






% of Total Revenues









95



%









28



%












Nine Months








































































































































Nine-months
ended









February
28, 2021






February
29, 2020



Debudder Products






$



87,513









$



118,094










































Nine-months
ended



Customer Concentrations









February
28, 2021












February
29, 2020






Debudder sales



























Customer A






$



34,285









$



44,197






Customer C









26,130



















Customer B









13,675



















Totals






$



74,090









$



44,197






% of Total Revenues









85



%









37



%















FS-

14











NOTE 7 –
REVENUE, Continued:









All sales were domestic
except for $91  and $4,112 in the three and nine-month periods ended February 28, 2021 which were international. There were
$0 and $1,700 in international sales in the three and nine-month periods ended February 29, 2020, respectively.








As of February 28,
2021 and February 29, 2020, there were $4,500 and $100, respectively, of accounts receivable from the Company’s primary customers.








Pursuant to the agreement
for the acquisition of the Elevated assets (Notes 3 and 5), the Company was obligated to pay Elevated a percentage of monthly gross profit
earned on the sale of products included in the Elevated asset acquisition. During the three-month period ended August 31, 2020, a total
of $66,242 was recognized as cost of sales under this agreement. During the three-month period ended February 28, 2021, no amounts were
earned by Elevated pursuant to this agreement. The Elevated Agreement has subsequently been unwound and no payments are due Elevated
under the percentage of gross profit allocation formula contained in the original agreement.









NOTE 8 –
SUBSEQUENT EVENTS












Elevated Payments









In connection with
unwinding the Elevated acquisition, the Company agreed to pay Elevated $10,000 in five installments of $2,000 each. Payments of $2,000
each were made in November, December, January, and February, leaving a current balance at February 28, 2021 of $2,000. The final payment
was made on March 5, 2021 and the amount has been paid in full. The Company will cancel 1,300,000 shares of common stock issued in the
asset acquisition in the fourth quarter.











Borrowings Transactions









On March 22, 2021,
the Company, as the borrower, entered into agreements with AJB Capital Investments LLC and SDT Holdings LLC for the sale of an aggregate
of $900,000 in Promissory Notes (the “Notes”), $300,000 from AJB and $600,000 for SDT. The terms of the Notes are the same
except for the dollar amounts and fees which are double for SDT compared to AJB. The terms of the Notes are described below in the aggregate.








The Notes provide
for an original issue discount of 10% or $90,000, payment of legal fees of $22,500, and payment of $10,500 for due diligence fees, resulting
in net proceeds to the Company of $777,000. The Company also agreed to pay a commitment fee of $750,000 payable by issuance of 1,200,000
shares of restricted common stock and 3,000,000 warrants that are exercisable at $0.38 per share with a three-year term expiring on March
21, 2024. The Notes bear interest at the rate of 12% if paid on or before September 21, 2021. MJHI has the right to extend the Notes
for an additional six months at an interest rate of 15%, in which case the Notes would be due March 21, 2022. The Notes are secured by
all assets of the Company.








In addition, the
notes require a financing fee of $54,000 which is payable in installments of $9,000 each month with the first payment due on April 1,
2021.








In the event of default,
the remaining principal amount of the Notes plus all accrued interest and other fees due under the terms of the Notes may be converted
at the sole election of the Note holders into restricted common stock of the Company at a 90% of the market price for the Company’s
shares at the time of conversion.









FS-

15



















PPK Transaction









On March 24, 2021,
the Company, as the lender, finalized a convertible note agreement with PPK Investment Group, Inc. (“PPK”) in the amount
of $620,000. The convertible note bears interest at 6% per annum and is due on September 1, 2021. The conversion feature of the Note
provides that the Company may convert the Note to acquire a 6.2% interest in PPK if allowed by Oklahoma State laws governing ownership
of cannabis licenses. If converted, the interest accrued from the loan date of March 24, 2021 through the date of conversion will be
forgiven.








Upon conversion,
the Company will also have the right to acquire an additional 3.8% interest in PPK (10% in total) for payment of $380,000 by issuance
of restricted common stock of the Company priced at $0.25 per share or 1,520,000 shares.








In the event of conversion
of the Convertible Note into an investment in PPK, a Securities Purchase Agreement signed concurrently with the Convertible Note will
also become effective. The Securities Purchase Agreement gives the Company the right to increase its investment up to a 100% ownership
interest in PPK, provided such increased ownership is in compliance with Oklahoma State cannabis licensing requirements. the acquisition
price would be paid on the same terms as the initial acquisition of the 10% interest - 62% in cash and 38% in share of the Company’s
common stock with the stock priced at $0.25 per share. The total value of 100% acquisition of PPK is $10,000,000.








The Securities Purchase
Agreement, if activated by conversion of the convertible note, includes an earnout which could result in payment of additional consideration
to PPK if the valuation at the end of a look back period is greater than $10,000,000. For purposes of the earnout, the valuation will
be based on three times earnings before interest, taxes, depreciation, and amortization (EBITDA).








The Securities Purchase
Agreement, if activated by conversion of the convertible note, also contains agreement with Ralph Clinton Pyatt III (“Clinton Pyatt”),
President of PPK, to continue his role as Chief Executive Officer and President of the PPK business for a period of at least three years.
The Company also has an option to acquire the real estate that PPK  utilizes in its operations. The real estate is currently under
lease to Country Cannabis by an affiliated Company owned by Clinton Pyatt.









FS-

16

















MJ
HARVEST, INC.


















Contents






































































































Page




















INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM





16













FINANCIAL STATEMENTS:





















Consolidated balance sheets





17


















Consolidated statements
of operations





18


















Consolidated statements
of changes in stockholders’ equity (deficit)





19


















Consolidated statements
of cash flows





20


















Notes to consolidated
financial statements





21-35









FS-

17

























REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To
the Board of Directors and Stockholders of MJ Harvest, Inc.









Opinion
on the Financial Statements









We
have audited the accompanying consolidated balance sheets of MJ Harvest, Inc (the “Company”) as of May 31, 2020 and 2019,
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”). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2020 and
2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.









The Company’s
Ability to Continue as a Going Concern









The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the financial statements, the Company has continuing net losses and accumulated deficit. These factors raise substantial
doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note
1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.









Basis
for Opinion









These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.








We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.








Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.








DeCoria,
Maichel & Teague, P.S.








We
have served as the Company’s independent auditor since 2016.






Spokane,
Washington






September
13, 2020









FS-

18

















MJ
HARVEST, INC.










Consolidated
Balance Sheets








May 31, 2020 and 2019











































































































































































































































































































































































































2020









2019






ASSETS






CURRENT ASSETS:



























Cash
and cash equivalents






$



32,343









$



13,592






Accounts
receivable









19,216












9,191






Vendor
deposits









20,000



















Inventory









32,840












56,205






Total
current assets









104,399












78,988

































Deposits






















480






Fixed
assets, net









15,879












20,919






Finite-lived
intangible assets









465,834



















Indefinite-lived
Intangible assets









25,000












150,000

































Total
Assets






$



611,112









$



250,387

































LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)






CURRENT LIABILITIES:



























Accounts
payable






$



62,801









$



2,232






Other
current liabilities









35,060












13,683






Total
current liabilities









97,861












15,915

































Common
stock payable









100,000












127,125






Advances
from related parties









829,982












539,704






Total
Liabilities









1,027,843












682,744

































COMMITMENTS AND CONTINGENCIES
(Note 5)






















































STOCKHOLDERS’ EQUITY
(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, 22,892,974 and 18,758,739 issued and outstanding, respectively









2,289












1,876






Additional
paid-in capital









3,763,374












1,784,486






Accumulated
deficit









(4,182,394



)









(2,218,719



)



Total
stockholders’ equity (deficit)









(416,731



)









(432,357



)



Total
Liabilities and Stockholders’ Equity (Deficit)






$



611,112









$



250,387












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












FS-

19

















MJ
HARVEST, INC.










Consolidated
Statements of Operations








For the years ended
May 31, 2020 and 2019