Annual report [Section 13 and 15(d), not S-K Item 405]



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The purpose of this amendment is to include Exhibits 10.5 and 10.6 to the exhibits table.







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2021-05-31






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UNITED
STATES








SECURITIES
AND EXCHANGE COMMISSION








WASHINGTON,
D.C. 20549










Form


10-K/A


-1









(Mark
One)













ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934








For
the fiscal year ended




MAY 31, 2021












OR













TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934








For
the transition period from _______________________ to __________________________








Commission
File Number




333-234048















MJ
HARVEST, INC.









(Exact
name of registrant as specified in charter)



















Nevada








(State or other jurisdiction of


incorporation or organization)






82-3400471







(I.R.S. Employer Identification No.)

















9205
W







.



Russell
Rd









.,



Suite
240









,



Las Vegas









,



NV









(Address
of principal executive offices)









89139







(Zip Code)










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

None









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

Common Stock









Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.         
Yes ☐


No













Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     
Yes ☐


No













Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.







Yes




   No  ☐








1












Indicate
by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).







Yes




   No  ☐








Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.

























Large
accelerated filer ☐



Accelerated
filer                   ☐




Non-accelerated
filer







Smaller
reporting company











Emerging
growth company















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















Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm
that prepared or issued its audit report.













Indicate
by check mark whether the issuer is a shell company (as defined in rule 12b-2 of the Exchange Act).         Yes ☐


No













State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s
most recently completed second fiscal quarter.








The
market value of the voting and non-voting common stock held by non-affiliates was $


3,170,650




on November 30, 2020.








Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.









As
of August 15, there were


25,302,122






shares of the issuer’s common stock outstanding.







2



















EXPLANATORY
NOTE









We
have revised information in the following items of this annual report:









Exhibit
and Financial Statement Schedules

. The exhibits index under Item 15(b) of the annual report on Form 10-K for the year ended May 31,
2021, filed with the Commission by MJ Harvest, Inc. (the “Company”) on September 13, 2021 (the “Original Form 10-K”)
inadvertently failed to incorporate by reference material agreements previously filed with the Company’s report on Form 8-K on
March 26, 2021. The purpose of this amendment is to include Exhibits 10.5 and 10.6 to the exhibits table.








This
Amendment No. 1 continues to speak as of the date of the Original Form 10-K, and the Company has not updated or amended the disclosures
contained in the amended items to reflect events that have occurred since the filing of the Original Form 10-K, or modified or updated
those disclosures in any way other than as described in the preceding paragraph. Accordingly, this Amendment No. 1 should be read in
conjunction with the Company’s filings made with the Commission subsequent to the filing of the Original Form 10-K.






3















PART
IV






Item
15. Exhibit and Financial Statement Schedules.












(a)
Financial Statements











The
following financial statements are included with this report:









































Page




Report
of Independent Auditor



F-1



Consolidated
Balance Shares at May 31, 2021 and 2020



F-2



Consolidated
Statements of Operations for the years ended May 31, 2021 and 2020



F-3



Consolidated
Statements of Changes in Stockholders’ Equity for the years ended May 31, 2021 and 2021



F-4



Consolidated
Statements of Cash Flows for the years ended May 31, 2021 and 2020



F-5



Notes
to Consolidated Financial Statements



F-6









(b)       Exhibits



















































































































































































































Exhibit






Number









SEC
Reference Number





















Title
of Document






















Location


























3.1






3







Articles of Incorporation







Incorporated
by Reference

(1)




3.2






3







Bylaws







Incorporated
by Reference

(1)




10.1






10







Independent Contractor Agreement with Patrick Bilton effective January 1, 2019







Incorporated
by Reference

(1)




10.2






10







Independent Contractor Agreement with Brad E. Herr effective January 1, 2019








Incorporated
by




Reference

(1)





10.3






10







Securities Purchase Agreement with PPK Investment Group, Inc. dated March 22, 2021








Incorporated
by




Reference

(2)





10.4






10







Convertible Note from PPK Investment Group, Inc. dated March 24, 2021








Incorporated
by




Reference

(2)





10.5






10







Securities Purchase Agreement date March 22, 2021 with ABJ Capital Investments LLC, Promissory Note, Warrant, and Security Agreement








Incorporated
by




Reference

(3)





10.6






10







Securities Purchase Agreement date March 22, 2021 with SDT Holdings LLC, Promissory Note, Warrant, and Security Agreement








Incorporated
by




Reference

(3)





21.1






21







Subsidiaries of Registrant








Incorporated
by




Reference

(4)





31.1






31







Section 302 Certification of Chief Executive Officer







Filed
with this Report



31.2






31







Section 302 Certification of Chief Financial Officer







Filed
with this Report



32.1






32







Section 1350 Certification of Chief Executive Officer








Incorporated
by




Reference

(4)





32.2






32







Section 1350 Certification of Chief Financial Officer








Incorporated
by




Reference

(4)





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(5)




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(5)




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4





















(1)

Incorporated by reference to Exhibits 3.1, 3.2, 10.1 and 10.2 of the Company’s Form S-1 Registration Statement which was
declared effective on January 9, 2020.





(2)

Incorporated by reference to Exhibit 10.1 and 10.2 of the Company’s current report on Form 8-K dated March 30, 2021.





(3)

Incorporated by reference to exhibits of the Company’s report on Form 8-K filed on March 26, 2021.





(4)

Incorporated by reference to exhibits of the Company’s annual report on Form 10-K filed on September 13, 2021.





(5)

XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of
the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement
or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement,
prospectus or other document. These files will be added by amendment.




















[SIGNATURES
ON NEXT PAGE]






5










SIGNATURES








Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report
to be signed on its behalf by the undersigned, thereunto duly authorized.






























MJ
HARVEST, INC.







(Registrant)












Dated:
October 15, 2021



By:
/s/ Patrick Bilton






Patrick
Bilton, Chief Executive Officer










6






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

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