0001543272-18-000040.txt : 20181109 0001543272-18-000040.hdr.sgml : 20181109 20181109163527 ACCESSION NUMBER: 0001543272-18-000040 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 36 CONFORMED PERIOD OF REPORT: 20180331 FILED AS OF DATE: 20181109 DATE AS OF CHANGE: 20181109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MJ BIOTECH, INC. CENTRAL INDEX KEY: 0001543272 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 452282672 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-54616 FILM NUMBER: 181173572 BUSINESS ADDRESS: STREET 1: P.O. BOX 32 CITY: LAFAYETTE STATE: NJ ZIP: 07848 BUSINESS PHONE: 561-292-3824 MAIL ADDRESS: STREET 1: P.O. BOX 32 CITY: LAFAYETTE STATE: NJ ZIP: 07848 FORMER COMPANY: FORMER CONFORMED NAME: BullsNBears.com, Inc. DATE OF NAME CHANGE: 20121116 FORMER COMPANY: FORMER CONFORMED NAME: Spicy Gourmet Manufacturing, Inc. DATE OF NAME CHANGE: 20120227 10-Q 1 mjtv-20180331.htm MJ BIOTECH, INC. - FORM 10-Q SEC FILING MJ BIOTECH, INC. - Form 10-Q SEC filing
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

 

QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2018 

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

 

             Commission File Number 000-54616

 

MJ BIOTECH, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

Wyoming

45-2282672

(State or other jurisdiction of incorporation or organization)

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

 

 

109 East 17th Street, Suite 80

Cheyenne, WY

82001

(Address of principal executive offices)

(Zip Code)

 

(561) 563-3830

(Registrant's telephone number, including area code)

Not applicable

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

 

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

[ ]  No [X]

 

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[X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No[X]  

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X ]   

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  Yes [  ] No[X ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:

Large accelerated filer  [ ]

 

Accelerated filer          [  ]

 

Non-accelerated filer   [ ]

 

Smaller reporting company  [X]

Emerging growth company  [  ]

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [  ]  No  [X]

 

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 last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second quarter.  Approximately $194,455.

 

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


1


As of November 6, 2018, the registrant had 53,348,590 shares of the registrant’s $0.0001 par value common stock issued and outstanding. The registrant also had 4,000 Preferred A shares, 3,781,700 Preferred B shares and 160,000 Preferred C shares. All issued and outstanding Preferred shares have a par value $.0001 per shares.

 

 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.  The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).  

 

Definitive Schedule 14C Information Statement file July 31, 2017


2


 

TABLE OF CONTENTS

 

 

 

 

 

 

Page

 

PART I.  FINANCIAL INFORMATION

 

                      

 

                      

ITEM 1.

FINANCIAL STATEMENTS (unaudited)

6

 

 

 

 

Balance Sheets

6

 

Statements of Operations

7

 

Statements of Cash Flows

8

 

Notes to the Unaudited Financial Statements

9

 

 

 

ITEM 2.

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

21

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

23

ITEM 4.

CONTROLS AND PROCEDURES.

23

 

 

 

 

PART II.  OTHER INFORMATION

 

 

 

 

ITEM 1.

LEGAL PROCEEDINGS.

24

ITEM 1A.

RISK FACTORS.

24

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

24

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

25

ITEM 4.

MINE SAFETY DISCLOSURES.

25

ITEM 5.

OTHER INFORMATION.

25

ITEM 6.

EXHIBITS.

26


3


 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 

Various statements in this report contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived from utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to:

 

·

our exit from shell status, lack of profitable operations and risk we will ever generate revenues or profits,

·

need for additional capital, including our ability to repay $540,484 in notes and accrued interest of $136,419 to non-related parties, all of which if not paid off will convert into common stock over time causing dilution to all shareholders.,

·

our ability to continue as a going concern,

·

our inability to manage our growth,

·

potential infringement of third party intellectual property rights,

·

our ability to effectively compete,

·

our ability to timely and effectively scale our technology,

·

our ability to pay or settle the Administrative Order issued by the Office of Financial Regulation of the State of Florida,

·

the limited trading market for our common stock which is quoted on the OTC Markets,

·

anti-takeover aspects of our certificate of incorporation and bylaws and the ability of our Board to issue preferred stock without stockholder consent,

·

the application of penny stock rules to trading in our common stock,

·

the dilutive impact of outstanding convertible notes and warrants.

 

Federal regulation and enforcement may adversely affect the implementation of marijuana laws and regulations which may negatively impact our revenues and profits, 

 

variations in state and local regulation and enforcement in states that have legalized cannabis that may restrict marijuana-related activities may negatively impact our revenues and profits.

 

marijuana remains illegal under Federal law, and

 

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

 

 

You should read thoroughly this report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements including those appearing elsewhere in this report. Other sections of this report include additional factors which could adversely impact our business and financial performance. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, 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. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.


4


OTHER PERTINENT INFORMATION

 

We maintain our web site at www.mjbiotech.us. Information on this web site is not a part of this report.

 

Unless specifically set forth to the contrary, when used in this report the terms “MJTV” the “Company,” "we", "us", "our" and similar terms refer to MJ Biotech Inc., f/k/a Michael James Enterprises, Inc., also f/k/a as BullsnBears.com, Inc., a WYOMING corporation In addition, “2017” refers to the year ending December 31, 2017 and “2018” refers to the quarter ended March 31, 2018.


5


 

PART I - FINANCIAL INFORMATION

 

ITEM 1.

 

FINANCIAL STATEMENTS.

 

 

 

MJ BIOTECH, INC.

Balance Sheets

 

 

Un-audited

 

 

March 31, 2018

December 31, 2017

ASSETS

 

 

CURRENT ASSETS

 

 

Cash

$105  

$82  

Total Current Assets

105  

82  

 

 

 

TOTAL ASSETS

$105  

$82  

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

CURRENT LIABILITIES

 

 

Accounts payable and accrued expenses

$493,347  

$451,838  

Accounts payable – related party

92,007  

92,007  

Note payable – related party

6,003  

2,536  

Notes Payable

66,500  

49,000  

Convertible notes payable (net of discount)

473,984  

408,630  

Derivative Liability

4,792,940  

792,898  

Total Current Liabilities

5,924,781  

1,796,909  

 

 

 

 

 

 

Total Liabilities

5,924,781  

1,796,909  

 

 

 

Commitments and Contingencies

-  

-  

 

 

 

STOCKHOLDERS' EQUITY (DEFICIT)

 

 

Preferred stock; $0.0001 par value, 20,000,000 shares authorized, 3,714,000 and 3,554,000 issued or outstanding respectively, as of March 31, 2018 and December 31, 2017 respectively,

372  

356  

Common stock; $0.0001 par value, 980,000,000 shares authorized, 44,140,257 and 32,303,283 issued and outstanding as of March 31, 2018 and December 31, 2017, respectively

4,415  

3,231  

Additional paid-in capital

12,723,262  

12,659,977  

Accumulated deficit

(18,652,725) 

(14,460,391) 

Total Stockholders' Equity (Deficit)

(5,924,676) 

(1,796,827) 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

$105  

$82  

 

 

 

 

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


6


 

 

MJ BIOTECH, INC.

Statements of Operations

For the three months ended March 31,

 

Unaudited

 

For the three

Months Ended

March 31, 2018

For the three

Months Ended

March 31, 2018

REVENUES

$-  

$-  

 

 

 

OPERATING EXPENSES

 

 

Management and consulting fees

3,000  

-  

Shares issued for Consulting

18,056  

5,542,000  

Professional fees

11,267  

-  

General and administrative

29,361  

127,646  

 

 

 

Total Operating Expenses

61,684  

5,669,646  

 

 

 

OPERATING LOSS

(61,684) 

(5,669,646) 

 

 

 

OTHER INCOME (EXPENSE)

 

 

Finance Fees

(43,604) 

(127,340) 

Gain (loss) on derivative liability

(4,041,308) 

96,653  

Interest expense

(45,737) 

(126,789) 

 

 

 

Total Other Income (Expense)

(4,130,649) 

(157,476) 

 

 

 

Net loss

$(4,192,334) 

$(5,827,122) 

 

 

 

BASIC AND DILUTED NET LOSS PER COMMON SHARE

$(0.11) 

$(0.28) 

 

 

 

BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

36,792,184  

20,583,540  

 

 

 

 

 

 

 

 

 

 

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


7


 

 

 

 

 

 

 

MJ BIOTECH, INC.

Statements of Cash Flows

For the three months ended March 31,

 

Unaudited

 

For the three

Months Ended

March 31, 2018

For the three

Months Ended

March 31, 2017

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

Net loss

$(4,192,334) 

$(5,827,122) 

Items to reconcile net loss to net cash used in operating activities:

 

 

Change in Debt discount

26,913  

9,567  

Financing fees, Shares issued and note penalties

43,604  

113,278  

Shares issued for services

18,056  

5,542,123  

Changes in operating assets and liabilities

 

 

Change in Derivative Liability

4,041,308  

24,348  

Increase in accounts payable and accrued liabilities

41,509  

3,762  

Increase in accounts payable and accrued liabilities - related party

3,467  

4,347  

Net Cash Used in Operating Activities

(17,477) 

(129,697) 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

Bank Overdraft

-  

-  

Proceeds (payments) from convertible notes payable

17,500  

110,000  

Net Cash Provided by Financing Activities

17,500  

110,000  

 

 

 

Increase (Decrease) in Cash

23  

(19,697) 

 

 

 

CASH AT BEGINNING OF PERIOD

82  

26,767  

 

 

 

CASH AT END OF PERIOD

$105  

$7,070  

 

 

 

Supplemental Information:

 

 

Interest Paid

$ 

$ 

Taxes

$ 

$ 

 

 

 

Supplemental Non-Cash Disclosure

 

 

Shares issued for note conversions

$46,429  

$72,295  

 

 

 

 

 

 

 

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


8


MJ BIOTECH, INC.

Notes to the Unaudited Financial Statements

 

1. Nature of Operations and Continuance of Business

 

The financial statements included herein have been prepared by MJ Biotech, Inc. (formerly Michael James Enterprises, Inc.) (the Company”) in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (the SEC”). We suggest that these interim financial statements be read in conjunction with the audited financial statements and notes thereto included in our Form 10-K for the year ended December 31, 2017, as filed with the SEC. We believe that all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein and that the disclosures made are adequate to make the information not misleading. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year as reported in Form 10-K have been omitted.

 

We were a Company focused on developing intellectual property. Since the beginning of the third quarter of 2017, we had changed our focus toward Nutraceuticals. With this change in focus we entered into a “Binding Letter of Agreement” on July 26, 2017 to acquire ZEN HERO, Inc. d/b/a Zen’s Tea House “Zen”.  The business of Zen is a formulator of organic teas and herbs (“Nutraceuticals”) for sale to the public and other businesses. As of October 23, 2018, the Company is no longer pursuing the acquisition of Zen Hero, Inc.

 

Due to the enormous expansion in the cannabis sectors, we have changed our focus to distribution of Hemp (CBD) based Tea products. Pursuant to that we have created a line of CBD infused Teas for distribution through our agreement with MarijuanaDoctor.com. Marijuana Doctor operates 15 clinics in the state of Florida.      

Competition

 

Most of MJ Biotech, Inc.’s competitors are well-established and have substantially greater financial resources than we do. Some of our on-line competitors that sell CBD tea products are “Buddha Teas”, “Canna Teas” and “Kikuko’s delicious Positivi-Tea”. MJ Biotech is currently working on increasing its on-line presence.

 

Governmental regulation

 

While there are currently relatively few laws or regulations directly applicable to Internet access, E-commerce, or commercial search activity, there is increasing awareness and concern regarding some uses of the Internet and other online services, leading federal, state, local, and international governments to consider adopting civil and criminal laws and regulations, amending existing laws and regulations, conducting investigations, or commencing litigation with respect to the Internet and other online services covering issues such as:

·

user privacy;

·

trespass;

·

defamation;

·

database and data protection;

·

limitations on the distribution of materials considered harmful to children;

·

liability for misinformation provided over the web;

·

user protection, pricing, taxation, and advertising restrictions (including, for example, limitation on the advertising on Internet gambling websites or of certain products);

·

delivery of contextual advertisements via connected desktop software;

·

intellectual property ownership and infringement, including liability for listing or linking to third-party websites that include materials infringing copyrights or other rights;

·


9


distribution, characteristics, and quality of products and services; and

 

other consumer protection laws.

 

Legislation has also been introduced in the U.S. Congress and some state legislatures that is designed to regulate spyware, which does not have a precise definition, but which is often defined as software installed on consumers' computers without their informed consent and designed to gather and, in some cases, disseminate information about those consumers, including personally identifiable information. We do not expect to rely on spyware for any purpose, and it will not be part of our product offerings, but the definition of spyware or proposed legislation relating to spyware may be broadly defined or interpreted to include legitimate ad-serving software, including toolbar offerings and other downloadable software currently provided by our product offerings. Currently, legislation has focused on providing Internet users with notification of and the ability to consent or decline the installation of such software, but there can be no guarantee that future legislation will not provide more burdensome standards by which software can be downloaded onto consumers' computers. We expect that all downloadable software that we will distribute will require an express consent of the consumer and will provide consumers with an easy mechanism to delete the software once downloaded. However, if future legislation is adopted that makes the consent, notice, or uninstall procedures more onerous, we may have to develop new technology or methods to provide our services or discontinue those services in some jurisdictions or altogether. There is no guarantee we will be able to develop this new technology at all or in a timely fashion or on commercially reasonable terms. The adoption of any additional laws or regulations, application of existing laws to the Internet generally or our industry, or any governmental investigation or litigation related to the Internet generally, our industry, or our services may decrease the growth of the Internet or other online services.

 

Federal regulation and enforcement may adversely affect the implementation of medical and recreational marijuana laws and regulations may negatively impact our revenues and profits.  Currently, there are 29 states plus the District of Columbia that have laws and/or regulations that recognize, in one form or another, legitimate medical and/or recreational uses for cannabis and consumer use of cannabis. Many other states are considering similar legislation. Conversely, under the Controlled Substance Act (the “CSA”), 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  marijuana products, 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 possession of  marijuana in violation of federal law with respect to any inventory or business operations or we may be deemed to be facilitating the selling or distribution, or aiding and abetting the selling or distribution, of drug paraphernalia 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 U.S. Supreme Court declined to hear a case brought by San Diego County, California that sought to establish federal preemption over state medical marijuana laws. The preemption claim was rejected by every court that reviewed the case. The California 4th District Court of Appeals wrote in its unanimous ruling, “Congress does not have the authority to compel the states to direct their law enforcement personnel to enforce federal laws.” However, in another case, the U.S. Supreme Court held that, as long as the CSA contains prohibitions against marijuana, under the Commerce Clause of the United States Constitution, the United States may criminalize the production and use of homegrown cannabis even where states approve its use for medical purposes.

 

In an effort to provide guidance to federal law enforcement, the Department of Justice (the “DOJ”) has issued Guidance Regarding Marijuana Enforcement to all United States Attorneys in a memorandum from Deputy Attorney General David Ogden on October 19, 2009, in a memorandum from Deputy Attorney General James Cole on June 29, 2011 and in a memorandum from Deputy Attorney General James Cole on August 29, 2013. Each memorandum provides that the DOJ is committed to the enforcement of the CSA, but, the DOJ is also committed to using its limited investigative and prosecutorial resources to address the most significant threats in the most effective, consistent and rational way.

 

The August 29, 2013 memorandum provides updated guidance to federal prosecutors concerning marijuana enforcement in light of state laws legalizing medical and recreational marijuana possession in small amounts.

 

The memorandum sets forth certain enforcement priorities that are important to the federal government:

 

Distribution of marijuana to children; 

Revenue from the sale of marijuana going to criminals; 

Diversion of medical marijuana from states where it is legal to states where it is not; 

Using state authorized marijuana activity as a pretext of other illegal drug activity; 

Preventing violence in the cultivation and distribution of marijuana; 

Preventing drugged driving; 

Growing marijuana on federal property; and 

Preventing possession or use of marijuana on federal property. 


10


 

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.

 

Variations in state and local regulation and enforcement in states that have legalized medical cannabis that may restrict marijuana-related activities, including activities related to medical cannabis may negatively impact our revenues and profits.  Individual state laws do not always conform to the federal standard or to other states laws. A number of states have decriminalized marijuana to varying degrees, other states have created exemptions specifically for medical cannabis, and several have both decriminalization and medical laws. Nine states have legalized the recreational use of cannabis. Variations exist among states that have legalized, decriminalized or created medical marijuana exemptions. For example, Alaska and Colorado have limits on the number of marijuana plants that can be homegrown. In most states, the cultivation of marijuana for personal use continues to be prohibited except for those states that allow small-scale cultivation by the individual in possession of medical marijuana needing care or that person’s caregiver. Active enforcement of state laws that prohibit personal cultivation of marijuana may indirectly and adversely affect our business and our revenue and profits.

 

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

 

Laws and regulations affecting the 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 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.

 

Intellectual property

 

We rely on a combination of copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights. Our success will depend on the protection of the proprietary aspects of our technology as well as our ability to operate without infringing on the proprietary rights of others. We expect to also enter into proprietary information and confidentiality agreements with our employees, consultants and commercial partners and control access to, and distribution of, our product formulations and other proprietary information.

 

Employees

 

As of March 31, 2018, we have 2 full time employees, and Company operations are being conducted at our corporate offices located in Cheyenne Wyoming at 109 East 17th Street, Suite 80 Cheyenne, WY.

 

 

Our History

 

We were organized under the laws of the State of Delaware on December 30, 2010 under the name Spicy Gourmet International, Inc. as part of the implementation of the Chapter 11 plan of reorganization of Spicy Gourmet Organics, Inc. ("SGO"), a California corporation. SGO was incorporated in the State of California in 2006 and was formed to import specialty, organic spices from South Asia and sell them in the United States. SGO was undercapitalized and sales of its spice products were slow to develop, possibly due to the recession in the 2007-2008-time period. As a result, SGO lacked sufficient cash flow to meet its current obligations and on October 1, 2010 SGO filed a voluntary petition for bankruptcy under Chapter 11 in the U.S. Bankruptcy Court for the Central District of California. SGO's plan of reorganization was confirmed by the Court on November 19, 2010.

 

The plan of reorganization provided for the acquisition by SGO of a new, unrelated, retail business and the spin-off of all of the various elements of SGO's spice business to four different entities. The plan of reorganization called for the spin-off of SGO's manufacturing business to our company, the incorporation of our company, and the distribution of shares of our common stock to the bankruptcy creditors. The plan required us to issue 1,180,000 shares of our common stock and distribute these to SGO's general unsecured creditors,


11


to its administrative creditors, and to its shareholders. The shares were distributed pursuant to Section 1145 of the U.S. Bankruptcy Code.

 

The Court also ordered the distribution of warrants to all administrative creditors of SGO, with these creditors to receive five warrants exercisable into shares of our common stock for each $0.05 of SGO's administrative debt which they held. All warrants were exercisable at any time prior to November 19, 2017.  No Warrants were exercised prior to their expiration.

 

On October 20, 2012, we acquired from James M. Palladino, then an unrelated third party, the URL domain name and websites of bullsnbears.com for $150,000. Following this asset purchase we were no longer considered a “shell company.” On October 23, 2012, our former officers and directors resigned and certain of the then officers and directors were appointed, with the balance of our directors being newly appointed in December 2012.

 

In November 2012 we changed our name to BullsnBears.com, Inc. Effective December 11, 2015, we changed our name to Michael James Enterprises, Inc., and entered into an Agreement for Plan of Merger and Reorganization between the Company and Michael James Enterprises, Inc., a Nevada corporation.  

 

Prior to that, effective December 11, 2015, the Company filed an Amendment to the Company’s Articles of Incorporation changing the Company’s name to “Michael James Enterprises Inc.” and filed with FINRA for a new stock ticker symbol “MJTV”.

 

On December 31, 2015, the Company formed a new wholly-owned company, BullsnBears Holdings, LLC., for the purpose of holding the Companys intellectual property assets.  As contractually agreed to, the Company's wholly-owned subsidiary, BullsnBears, Holdings LLC. was spun off in its entirety including all of the assets and liabilities of the subsidiary including certain liabilities of the parent company that were incurred by the previous management including BullsnBears Holdings, LLC. Intellectual Property assets, including its websites, URL’s, and proprietary software, were transferred through a share dividend to MJTV shareholders of record as of the close of business on December 28, 2016, with one share of BullsnBears Holdings, LLC.  Common Stock distributed for each one share of MJTV Common Stock owned as of the record date.  Distribution of the shares took place on December 28, 2016.

 

On August 4, 2016, the company’s Board of Directors approved an asset purchase agreement with RP Capital Group, Ltd. to acquire all rights and title to the studies and intellectual property to a dronabinol based treatment for sleep apnea. This acquisition substituted the contemplated acquisition of Michael James Enterprise, Inc., a Nevada corporation acquisition that did not move forward as the acne-based product it was bringing to market had experienced several significant setbacks and the Board of Directors has determined that the proposed agreement was not in the best interest of the Company and its shareholders.

 

Since August of 2016 the Company created the alchemy of essential oils called LUNA to help a person relax and hopefully achieve better sleep. Additionally, the Company’s then CEO, James M. Farinella, designed a creative noninvasive delivery system for an active ingredient which was assigned to the company by the then CEO in exchange for 2,350,000 Preferred B shares. This product VOLUPTAS, now patent pending with a filing for a trademark on the Name VOLUPTAS.

 

On December 28, 2016 the Company's wholly-owned subsidiary, BullsnBears Holdings, Inc., (BNBI) was spun off spun-off through a share dividend to BNBI shareholders of record as of the close of business, with one share of BullsnBears Holdings Common Stock distributed for each one share of MJTV Common Stock owned as of the record date. Distribution of the shares is the responsibility of BullsnBears Holdings, Inc. and will take place upon the effectiveness of a Registration Statement filed with the U.S. Securities and Exchange Commission.

 

On April 12, 2017, the Company changes its name to MJ Biotech, Inc. to better represent the new direction of the Company. MJ Biotech has also changed its state of incorporation to the state of Wyoming. The change of domicile took place on August 25, 2017.

On July 26, 2017, the Company entered into a “Binding Letter of Agreement” for the acquisition of ZEN HERO, Inc. d/b/a Zen’s Tea House. The business of ZEN HERO is a formulator of Organic Teas for sale to the public and other businesses. The transaction was anticipated to close within ninety (90) days of the execution of the Binding Letter of Agreement.  The proposed purchase price is a combination of cash ($750,000) and stock. $400,000 is payable on closing with the balance to be paid based on performance milestones. Zen Hero is a company that sells its own line of medicinal teas. Based on Un-Audited financial statements, Zen Hero generates more than $100,000 per month in sales and is profitable. The acquisition has not closed as of the date of this Report.  As of October 23, 2018, this Binding Letter of Agreement for the proposed acquisition of Zen Hero, Inc., is terminated.

 

 

Going Concern

 


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The Company's financial statements are prepared using Generally Accepted Accounting Principles applicable to a going concern          that contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has recently accumulated significant losses and has negative working capital. All of these items raise substantial doubt about its ability to continue as a going concern. Management's plans with respect to alleviating the adverse financial conditions that caused management to express substantial doubt about the Company's ability to continue as a going concern are as follows:

We have incurred net losses of $18,652,725 since inception through March 31, 2018. The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2017 contains an explanatory paragraph regarding our ability to continue as a going concern based upon our loss from operations and working capital deficit. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to generate revenues or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company.

 

The Company is currently trying to raise new debt or equity for acquisitions regarding setting up a facility for the manufacturing nutraceutical Tea’s and Herb’s infused with CBD oils and powders If the Company is not successful in the development and implementation of a concept which produces positive cash flows from operations, the Company may be forced to continue to raise additional equity or debt financing to fund its ongoing obligations or risk ceasing doing business.

There can be no assurance that the Company will be able to achieve its business plans, raise any more required capital or secure the financing necessary to achieve its current operating plan. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations.

 

Basic and Diluted Loss Per Share

The Company presents both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible securities, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had net losses as of March 31, 2018 of $4,192,334 and March 31, 2017 of $5,827,122 so the diluted EPS excluded all dilutive potential shares in the diluted EPS because their effect is anti-dilutive. The Company had outstanding warrants to purchase 5,000,000 shares of common stock which expired November 2017. The Company also had outstanding and convertible notes of $473,984 that could be converted into additional shares as of March 31, 2018.

 

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Fair Value of Financial Instruments

The Financial Accounting Standards Board issued   ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements.  FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.  FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

 

- Level 1:  Quoted prices in active markets for identical assets or liabilities.

- Level 2:  Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

 

- Level 3:  Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The carrying amounts of the Company’s financial instruments as of March 31, 2018, reflect:

Cash:  Level 1   Measurement based on bank reporting. 


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    Level 2   Loans from Officers and related parties 

 Level 2   Based on promissory notes. 

      Level 3 Derivative Liabilities 

 

 

Derivative Liabilities

 

Certain of the Company’s convertible notes payable described in Note 4 contain conversion features that qualify for embedded derivative classification. The Company accounts for the embedded derivative features in its convertible debentures in accordance FASB ASC 815-10-Derivatives and Hedging, which requires a periodic valuation of their fair value and a corresponding recognition of liabilities associated with such derivatives. The recognition of derivative liabilities related to the issuance of the convertible debt is applied first to the proceeds of such issuance as a debt discount, at the date of issuance, and the excess of derivative liabilities over the proceeds is recognized as a “Loss on Derivative Liability” in other expense. The fair value of these liabilities will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments.

 

 

 

.New Accounting Pronouncements

 

In February 2016, the FASB issued ASU No. 2016-02, Leases, which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 with early adoption permitted. Under Accounting Standards Update 2016-02, lessees will be required to recognize for all leases at the commencement date a lease liability, which is a lessee’s obligation to make lease payments arising from a lease measured on a discounted basis, and a right-to-use asset, which is an asset that represents the lessee’s right to use or control the use of a specified asset for the lease term.  The Company is currently evaluating the effect that the new guidance will have on its financial statements and related disclosures.

 

In May 2017, the FASB amended authoritative guidance on modifications related to stock compensation, codified in ASC 718, Compensation - Stock Compensation. The amendments provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting. The guidance is effective for the Company as of the first quarter of its fiscal year ending January 31, 2019. The Company does not believe the update will have a material impact on its financial statements.

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on the Company’s financial statements or its financial position or results of operations.

 

 

 

Income Taxes

Federal Income taxes are not currently due since we have had losses since inception.

 

On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted.  Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018.  The Company will compute its income tax expense for the years ended December 31, 2017 and 2016 using a Federal Tax Rate of 21%.

 

Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition.  Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end.  A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard required by ASC 740-10-25-5.

 

Deferred income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes.


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As of March 31, 2018, we had a net operating loss carry-forward of approximately $(9,017,648) and a deferred tax asset of approximately $1,893,706 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years.  However, due to the uncertainty of future events we have booked valuation allowance of $(1,893,706).  FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  At March 31, 2018 the Company had not taken any tax positions that would require disclosure under FASB ASC 740.

 

 

 

 

 

 

 

 

March 31, 2018

December 31, 2017

Deferred Tax Asset

 $ 1,893,706 

 $1,013,316 

Valuation Allowance

  (1,893,706)

  (1,013,316)

Deferred Tax Asset (Net)

$                            -

$                            -

.

Although Management believes that its estimates are reasonable, no assurance can be given that the final tax outcome of these matters will not be different than that which is reflected in our tax provisions. Ultimately, the actual tax benefits to be realized will be based upon future taxable earnings levels, which are very difficult to predict.

 

No provision was made for federal income tax, since the Company had an overall net operating loss and has accumulated net operating loss carryforwards.

 

No income tax expense has been realized as a result of operations and no income tax penalties and/or interest have been accrued related to uncertain tax positions.  The Company files income tax returns in the U.S. federal jurisdiction and in the State of California.  These filings are subject to a three-year statute of limitations.  The Company’s evaluation of income tax positions included the years ended December 15 through 2017 could be subject to agency examinations.  No filings are currently under examination.  No adjustments have been made to reduce the estimated income tax benefit at fiscal year-end or at the quarterly reporting dates.  Any valuations relating to these income tax provisions will comply with U.S. generally accepted accounting principles.

 

 

 

 

NOTE 2 - RELATED PARTY TRANSACTIONS

Management Services

As of March 31, 2018, the company owes Integrated Capital Partners, Inc. (Nevada) $70,596 in expenses paid for the Company. The Company’s former CEO (James Farinella) is the controlling shareholder of Integrated Capital Partners, Inc. (Nevada).

In February 2017 the Company’s then CEO, James Farinella, assigned his rights to the Voluptas provisional patents that he owns and all intellectual property rights to Voluptas for 2,350,000 preferred B shares of the Company. On May 10, 2017 the provisional patent was updated and re-filed increasing the protection covering more than 10 delivery methods. Mr. Farinella surrendered 120,000 Preferred B shares to pay off loans owed to three trust accounts and those trust accounts were issued 40,000 preferred C shares each. James Farinella now owns 2,890,000 preferred B shares of the Company. James Farinella also retired 8,425,000 common shares and now owns no common shares of the Company. As of March 31, 2018 , the company owes the former CEO (James Farinella) of the Company $15,434 in expenses paid for the Company.

 

In February 2017 the Company’s Chief Operating Officer, Gina Morreale, was issued 240,000 Preferred B shares. The Company agreed to issue these shares to Miss Morreale in 2016 for her joining the Company as an Officer and Director. Subsequently, Gina Morreale resigned as an officer and director of the Company and relinquished the 240,000 preferred B shares.

Formation of New Subsidiary

 

On June 4, 2018 the Company formed a new wholly-owned corporation MJ Syndicated, Inc. a Florida corporation, based out of Florida

 

 

 

NOTE 3 - CONVERTIBLE PROMISSORY NOTES PAYABLE

On February 4, 2016, the Company entered into a $121,000 10% Convertible Promissory Note with Tangiers Investment Group, LLC, a non-affiliate.  The term is for one year, with an original issuance discount of $11,000 for due diligence and legal costs.  The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 50% of the


15


lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.

 

On March 23, 2016, the Company entered into a $60,500 10% Convertible Promissory Note with Vista Capital Investments, LLC. a non-affiliate.  The term is for two years, with an original issuance discount of $5,500 for due diligence and legal costs.  The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 55% of the lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability. In connection with the note payable the Company is obligated to issue 200,000 shares of common stock that was valued at $120,000. Out of the full consideration $55,000 was recorded as debt discount and the remaining $65,000 was included in interest expense.

 

On March 24, 2016, the Company entered into a $60,500 10% Convertible Promissory Note with Tangiers Investment Group, LLC, a non-affiliate.  The term is for one year, with an original issuance discount of $5,500 for due diligence and legal costs.  The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 55% of the lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.

 

On December 5, 2016, the Company entered into a $79,000 10% Convertible Promissory Note with GHS Investments, LLC, a non-affiliate.  The term is for eight months, with an original issuance discount of $9,000 for due diligence and legal costs.  The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to the lower of $.09 or 55% of the lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.

 

On December 16, 2016, the Company entered into a $63,250 12% Convertible Promissory Note with Auctus Fund, LLC, a non-affiliate.  The term is for nine months, with an original issuance discount of $8,250 for due diligence and legal costs.  The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to the lower of $.09 or 50% of the lowest trading price of the Company’s Common Stock during the 25 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.

 

On January 5, 2017, the Company entered into a $53,000 8% Convertible Promissory Note with Power Up Lending Group, LTD, a non-affiliate.  The term of the Note is for 9 months, with an original issuance discount of $3,000 for due diligence and legal costs.  The Note is convertible after 180days into Common Stock of the Company at a conversion price which shall be equal to 55% of the average of the three lowest trading prices of the Company’s Common Stock during the 10 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.  Power Up Lending Group, LTD has declared the Company in default of its obligations under the Note.

 

On March 7, 2017, the Company entered into a $25,000 12% Convertible Promissory Note with Vista Capital Investments, LLC, a non-affiliate.  The term of the Note is for two years, with an original issuance discount of $5,000 for due diligence and legal costs.  The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 50% of the lowest trading price of the Company’s Common Stock during the 25 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.

 

On March 7, 2017, the Company entered into a $5,000,000 equity line with Tangier Investment Group, LLC which will require a registration statement to be filed. The Company no longer intends to move forward on the equity line.  As part of the Equity line the Company entered into a commitment note for $29,000 with no interest.  The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price, which shall be equal to 50% of the lowest trading price of the Company’s Common Stock during the 25 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.

 

On March 13, 2017 the Company entered into a $43,000 8% Convertible Promissory Note with PowerUp Lending Group, LTD, a non-affiliate. The term of the Note is for 9 months, with an original issuance discount of $3,000 for due diligence and legal costs.  The Note is convertible after 180 days into Common Stock of the Company at a conversion price which shall be equal to 55% of the average of the three lowest trading prices of the Company’s Common Stock during the 10 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.  Power Up Lending Group, LTD has declared the Company in default of its obligations under the Note.

 

On January 17, 2017 Vista Capital Investments, LLC converted $10,000 of its $60,500 note dated March 23, 2016 at a conversion price of $0.01925 for 519,481 shares.

 

On January 24, 2017 Tangiers Investment Group, LLC converted $19,943.00 of its $121,000 note dated February 4, 2016 at a conversion price of $0.0175 for 1,139,600 shares.

 


16


On January 30, 2017 Vista Capital converted $14,500 of its $60,500 note dated March 23, 2016 at a conversion price of $0.01375 for 1,054,545 shares.

 

On February 22, 2017 Tangiers Investment Group, LLC converted $10,119.00 of its $121,000 note dated February 4, 2016 at a conversion price of $0.0061 for 1,658,852 shares.

 

On March 3, 2017 Vista Capital Investments, LLC converted $5,637.50 of its $60,500 note dated March 23, 2016 at a conversion price of $0.00451 for 1,250,000 shares.

On March 9, 2017 GHS Investments, LLC converted $4,100.00 of its $66,500 note it acquired from Tangiers Investment Group, LLC dated March 24, 2016 at a conversion price of $0.0041 for 1,000,000 shares.

 

On March 17, 2017 Collier Investments, LLC converted $7,995.00 of its $75,000 note it acquired from Tangiers Investment Group, LLC dated February 4, 2016 at a conversion price of $0.00410 for 1,950,000 shares.

 

On April 7, 2017 GHS Investments, LLC. converted $3,300.00 of its note originally owned by Tangiers Investment Group, LLC dated March 24, 2016 at a conversion price of $0.0033 for 1,000,000 common shares. On May 2, 2017 the Company entered into a Securities Purchase Agreement with GPL Ventures LLC the agreement allows the Company to draw down up to $10,000,000 over the term of the agreement with a maximum drawdown of $125,000 at one time.

 

On May 16, 2017 the Company entered into a $200,000 8% Convertible Promissory Note with Tri-Bridge Ventures LLC, a non-affiliate. The term of the Note is for 9 months. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which, shall be equal to 50% of the lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert. Tri-Bridge Ventures, LLC will fund $100,000 of the $200,000 Convertible Promissory Note Upon the filing of the Company’s 2016 year-end audited financial statements on Form 10K and the 2017 first quarter results on Form 10Q. Tri-Bridge Ventures, LLC will have the right to fund the remaining balance at any time during the term of the Note. This transaction never closed, and the agreement was terminated

 

On May 16, 2017, the Company entered into a $10,000,000 equity line with GPL Ventures, LLC, which will require a registration statement to be filed. As part of the Equity line the Company entered into a commitment note for $100,000. The term of the Note is for 6 months.  The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price, which shall be equal to 80% of the lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert. The company no longer plans on moving forward with GPL Ventures, LLC on the equity line.

 

On May 24, 2017 the Company entered into a $10,000 12% Convertible Promissory Note with PowerUp Lending Group, LTD, a non-affiliate. The term of the Note is for 9 months, with an original issuance discount of $3,000 for due diligence and legal costs.  The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 58% of the average of the three lowest trading prices of the Company’s Common Stock during the 10 trading days prior to the election to convert. Power Up Lending Group, LTD has declared the Company in default of its obligations under the Note.

 

On July 6, 2017 Power Up Lending Group LTD. converted $1,070.00 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00092 for 1,163,043 common shares.

 

On July 21, 2017 Power Up Lending Group LTD. converted $795.00 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00068 for 1,169,118 common shares.

 

On July 27, 2017 Power Up Lending Group LTD. converted $890.00 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00064 for 1,390,625 common shares.

 

On August 2, 2017 Power Up Lending Group LTD. converted $770.00 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00055 for 1,400,000 common shares.

 

On August 9, 2017 Power Up Lending Group LTD. converted $770.00 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00055 for 1,400,000 common shares.

 

In September 2017, the Company entered two Promissory Notes for $5,000 each with an unrelated private party.  The Notes bear interest at the rate of 4% per annum and are due on January 30, 2018.

 

On January 5, 2018 Power Up Lending Group LTD. converted $855.00 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00061 for 1,401,639 common shares.

 

On January 22, 2018 GHS Investments, LLC. converted $717.20 of its note originally owned by Tangiers Investment Group, LLC


17


dated March 24, 2016 at a conversion price of $0.00044 for 1,630,000 common shares.

 

On March 6, 2018 Power Up Lending Group LTD. converted $1,790.00 of its $53,000 note dated January 5, 2017 at a conversion price of $0.0011 for 1,627,273 common shares.

 

On March 21, 2018 Power Up Lending Group LTD. converted $1,610 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00099 for 1,626,262 common shares.

 

On March 23, 2018 Auctus Fund LLC. converted $191 of its $63,250 note dated December 16, 2016 at a conversion price of $0.000117 for 1,631,800 common shares.

 

During the Quarter ended March 2018, the Company entered into three not convertible Promissory Notes for $10,000, $5,000 and $3,000 with unrelated private parties.  The Notes bear interest at the rate of 4% per annum and are due in June and September 2018.

 

NOTE 4 – DERIVATIVE LIABILITY

The Company issued financial instruments in the form of convertible notes with embedded conversion features.  The convertible notes payable has conversion rates which are indexed to the market value of the Company’s common stock price.

 

Price protection clauses of the conversion features of the convertible notes (see Note 3) triggered derivative accounting under GAAP.

 

During the three months ending March 31, 2018, no convertible notes were issued.

 

The following table represents the Company’s derivative liability activity for the embedded conversion features discussed above:

 

 

Derivative Liability

 

Balance as of December 31, 2017

    $  792,898  

Change in the fair value

   4,000,042 

Balance as of March 31, 2018

$ 4,792,940 

 

 

 

NOTE 5 - COMMON STOCK AND COMMON STOCK WARRANTS

Common Stock Warrants

In December 2010, the Company issued a total of 5,000,000 Common Stock Purchase Warrants. Pursuant to an extension approved by the Board of Directors in June 2015, all Warrants were exercisable at any time prior to November 19, 2017.

Common Stock

 

On January 17, 2017 Vista Capital Investments, LLC converted $10,000 of its $60,500 note dated March 23, 2016 at a conversion price of $0.01925 for 519,481 shares.

 

On January 24, 2017 Tangiers Investment Group, LLC converted $19,943 of its $121,000 note dated February 4, 2016 at a conversion price of $0.0175 for 1,139,600 shares.

 

On January 30, 2017 Vista Capital converted $14,500 of its $60,500 note dated March 23, 2016 at a conversion price of $0.01375 for 1,054,545 shares.

 

On February 22, 2017 Tangiers Investment Group, LLC converted $10,119 of its $121,000 note dated February 4, 2016 at a conversion price of $0.0061 for 1,658,852 shares.

 

On March 3, 2017 Vista Capital Investments, LLC converted $5,637.50 of its $60,500 note dated March 23, 2016 at a conversion price of $0.00451 for 1,250,000 shares.

 

On March 9, 2017 GHS Investments, LLC converted $4,100 of its $66,500 note it acquired from Tangiers Investment Group, LLC dated March 24, 2016 at a conversion price of $0.0041 for 1,000,000 shares.

 

On March 17, 2017 Collier Investments, LLC converted $7,995 of its $75,000 note it acquired from Tangiers Investment Group, LLC dated February 4, 2016 at a conversion price of $0.00410 for 1,950,000 shares.


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On April 7, 2017 GHS Investments, LLC. converted $3,300 of its note originally owned by Tangiers Investment Group, LLC dated March 24, 2016 at a conversion price of $0.0033 for 1,000,000 common shares.

 

On July 6, 2017 Power Up Lending Group LTD. converted $1,070 of its $53,000 note dated January 5, 2017 at a conversion price of

$0.00092 for 1,163,043 common shares.

 

 

On July 21, 2017 Power Up Lending Group LTD. converted $795 of its $53,000 note dated January 5, 2017 at a conversion price of

$0.00068 for 1,169,118 common shares.

 

On August 9, 2017 Power Up Lending Group LTD. converted $765 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00055 for 1,390,625 common shares.

 

On August 2, 2017 Power Up Lending Group LTD. converted $770 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00055 for 1,400,000 common shares.

 

On August 9, 2017 Power Up Lending Group LTD. converted $770 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00055 for 1,400,000 common shares.

 

On January 2, 2018 Power Up Lending Group LTD. converted $855 of its $53,000 note dated January 5, 2017 at a conversion price of $0 061 for 1,401,639 common shares.

 

On January 22, 2018 GHS Investments, LLC. converted $717 of its note originally owned by Tangiers Investment Group, LLC dated March 24, 2016 at a conversion price of $0 044 for 1,630,000 common shares.

 

On March 6, 2018 Power Up Lending Group LTD. converted $1,790 of its $53,000 note dated January 5, 2017 at a conversion price of $0.0011 for 1,627,273 common shares

 

On March 21, 2018 Power Up Lending Group LTD. converted $1,610 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00099 for 1,626,262 common shares.

 

On March 23, 2018 Auctus Fund LLC. converted $191 of its $63,250 note dated December 16, 2016 at a conversion price of $0.000117 for 1,631,800 common shares.

 

NOTE 6-PREFERRED STOCK

 

During the year ended December 31, 2014 the Company authorized a total of 20,000,000 Shares of Preferred Stock, $ .0001 par value, which may be issued from time to time and bearing such rights, privileges and preferences as shall be designated by the Board of Directors.  

As of December 31, 2015, the Company had issued 4,000 Shares of Preferred Stock, designated as Cumulative Preference A’”, at a price of $1.25 per Share.     The Shares bear an annual coupon of 5%, and are convertible into Shares of Common Stock of the Company at any time commencing one (1) year from the date of issuance at a conversion price of $1.25 per Share

In April, 2015, the Corporation authorized the issuance of up to 10,000,000 shares of Preferred Stock to be designated Series B Preferred Stock, having a conversion right at the option of the holder beginning one year from the date of issuance, and which shall be convertible into Shares of Common stock at a Conversion Price equal to the closing market Bid price of the Corporations Common Stock on the trading date immediately preceding the date of conversion, in accordance with the Certificate of Designation attached hereto and made a part hereof.  In addition, the holder of each Share of Series B Stock shall have the equivalent voting rights of two (2) Shares of Common Stock.  The Preferred B shares certificate of Designation was changed as described below.

In August of 2016 the company changed the Certificate of Designation for the Preferred B shares giving the holder 1,000 common votes for every preferred B share held with a conversion right of 100 common shares for every preferred B share held.  Preferred B shares were issued in the second quarter 2017, following the effectiveness of the Information Statement as filed by the Company on Form 14C. Currently this change gives approximately 77% voting control to the two former Board of Directors (if they vote together).


19


On August 4, 2016 the company issued 660,000 shares of preferred series B shares to RP Capital. Each preferred series B is convertible into 100 shares of the company’s common stock, for research and development services.

 

In February 2017 the Company’s CEO, James Farinella, assigned his rights to the Voluptas provisional patents that he owns and all intellectual property rights to Voluptas for 2,350,000 preferred B shares of the Company. On May 10, 2017 the provisional patent was updated and refilled increasing the protection covering more than 10 delivery methods. In February 2017 the Company’s Chief Executive Officer, James M. Farinella, was issued 660,000 Preferred B shares. The Company agreed to issue these shares to Mr. Farinella in 2016 for him joining the Company as an Officer and Director. Mr. Farinella surrendered 120,000 Preferred B shares to pay of loans owed to three trust accounts and those trust accounts were issued 40,000 preferred C shares each. At the end of March 31, 2018 Mr. Farinella owned 2,254,200 Shares of Preferred B shares.

 

 

In February 2017 the Company’s Chief Operating Officer, Gina Morreale, was issued 240,000 Preferred B shares. The Company agreed to issue these shares to Miss Morreale in 2016 for her joining the Company as an Officer and Director. Subsequently, Gina Morreale resigned as an officer and director of the Company and relinquished the 240,000 preferred B shares.

 

In August of 2016 the Company also created a Certificate of Designation for a preferred C class as an investment class of stock that carries no voting rights and converts into 100 shares of common for every preferred C share owned.  Additionally, these shares only allow the holder to convert into common and own no more than 9.9% of the outstanding at any point in time. There are 160,000 Preferred C shares issued and outstanding as of March 31, 2018.

 

As of March 31, 2018, The Company had 4,000 Preferred A shares, 3,550,000 Preferred B shares and 160,000 Preferred C shares. totaling 3,714,000 Preferred shares.  All issued and outstanding Preferred shares have a par value $.0001 per shares.

 

 

NOTE 7– COMMITMENTS AND CONTINGENCIES

 

On September 1, 2015, the Company received notice of an Administrative Complaint filed by the State of Florida Office of Financial Regulation (OFR) concerning certain private placement investments received by the Company during the period from 2011 to 2013 and the applicability of the registration exemption provisions of the Florida Statutes to said investments.  The Company vigorously disputes the legal basis for this Administrative Complaint as it relates to the Company.  Written submissions were presented to the OFR and the OFR designated hearing offer has rendered a recommendation that the Company should be fined in the amount of $980,000. The Company had reached a settlement with the OFR in the amount of $25,000.  The Company was unable to pay the settlement amount and on July 3, 2017 an Order was entered against the Company, and in favor of the ORF, in the full amount sought of $980,000.  As of the date of this Report, no Judgment has been entered. When the company has the resources available it will contact the OFR to try to resurrect the prior settlement.

 

On June 27, 2017 an assignor to the Company’s former auditors (Friedman LLP) filed Suit against the Company in Superior Court of the State of New Jersey, Camden County, for $13,390 in alleged open invoices.  Despite not being properly served the Plaintiff moved for, and received, a default Judgment in the full amount sought.  It is the intention of the Company to move to vacate the Judgment for lack of proper service and based on the Company’s meritorious defenses that: (i) Friedman failed to provide the audit services for which it billed; and more than $5,000 of the amount sought related to services related to another entity.

 

On November 21, 2017 Power Up Lending Group, LTD. filed a Complaint in the United States District Court for the Eastern District of New York alleging the Company has defaulted on three convertible promissory notes in the aggregate amount of $155,000.  It is the Company’s position that it has not yet been properly served with the Summons and Complaint.  As of the date of this report, not default or Judgment has been entered. The Company hopes to be able to reach a settlement with Power Up when the Company’s financial condition permits.

 

 

 

NOTE 8– SUBSEQUENT EVENTS

 

On May 28, 2018, Fernando Lopez resigned as the Chief Operating Officer and Director, of MJ Biotech, Inc. Mr. Lopez' resignation was due to personal reasons and did not reflect any concerns and/or disagreements relating to MJ Biotech, Inc., its operations, policies or practices.  Simultaneous with is resignation, Mr. Lopez will return all company stock issued to him during the tenure of his association with MJ Biotech, Inc.

 

On June 4, 2018 the Company formed a new wholly-owned corporation MJ Syndicated, Inc. a Florida corporation, based out of Florida.

 

During the Quarter ended June 30, 2018 the Company issued Shares for services 4,875,000.

 

During the Quarter ended June 30, 2018 the Company sold 231,200 Preferred B shares for $15,000.


20


 

During the Quarter ended June 30, 2018 the Company issued Shares 500 Preferred B shares for services.

 

On October 4 the Company executed a non-binding Letter of Intent to acquire an operating Cannabis Farm located in Oregon. The Letter of Intent was accepted by the current owners of the Cannabis Farm.

 

On October 22, 2018 the Company executed a Joint Venture Agreement with a water distribution Company headquartered in Bulgaria.

 

As of October 23, 2018, the Binding Letter of Agreement for the proposed acquisition of Zen Hero, Inc., was terminated.

 

On October 26, 2018 The Companies wholly owned subsidiary MJ Syndicated, Inc a Florida Corporation signed a Joint Venture Agreement with MarijuanaDoctor.com. for the distribution of CBD infused Teas for with MarijuanaDoctor.com. which operates 15 Marijuana Licensing clinics in the state of Florida.      

 


21


 

ITEM 2.

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

 

FORWARD-LOOKING STATEMENTS

 

This Management’ s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

 

RESULTS OF OPERATIONS

 

Working Capital

 

 

 

    March 31, 2018

      December 31, 2017

Current Assets

$105  

$82  

Current Liabilities

5,924,781 

1,796,909 

Working Capital Deficit

(5,924,676) 

(1,796,827) 

 

 

Cash Flows

 

 

For the
three months ended
March 31,

 

2018

2017

Net Cash Used in Operating Activities

$(17,477) 

$(129,697) 

Net Cash Provided by Financing Activities

17,500 

110,000  

Increase /Decrease IN CASH

23 

(19,697)  

CASH AT END OF PERIOD

$  105  

$7,070  


22


Balance Sheet

 

At March 31, 2018, the Company had total assets of $ 105 compared with total assets of $ 82 as at December 31, 2017.  

 

The Company had total liabilities of $5,924,781 as of March 31, 2018 compared to $ 1,796,909 for December 31, 2017. The increase was due to the change in derivative value.

 

Income Statement

 

Revenues

 

Revenue remained unchanged at $0 during the three months ended March 31, 2018 and 2017

 

Operating Expenses

 

During the three months ended March 31, 2018, the Company incurred operating expenses totaling $ 61,684 compared with $5,669,646 for the three months ended March 31, 2017 due to the reduction in the issuance of stock for consulting.

 

Total Other Income (Expense)

 

During the three months ended of March 31, 2018 there was a reduction on the Finances Fees of $(43,603) as compared to the $127,340) for the same time period ended 2017.

 

During the three months ended March 31, 2018 the company recorded a loss due to a change of derivative liability of $(4,041,308) compared with a gain of $96,653 for the same period in 2017.

 

Interest expense decreased to $45,738 the three months ended March 31, 2018 compared to $126,789 for the three months ended March 31, 2017.

 

Net Loss

 

During the three months ended March 31, 2018, the Company realized net loss of $4,192,334 compared with a net loss of $5,827,122 for the three months ended March 31, 2017.  The decrease in net loss was primarily due to less shares issued for consulting services.

 

 

Liquidity and Capital Resources

 

As of March 31, 2018, the Company had a cash balance of $ 105 and a working capital deficit of $ 5,924,676 compared with a cash balance of $82 capital deficit of $1,796,827 at December 31, 2017. 

 

We do not have sufficient capital to pay our operating expenses.  In addition, as of March 31, 2018, there was $473,984 in convertible notes which mature over the next 2 years.  These notes are unsecured.  We do not have sufficient working capital to repay these obligations.  In the absence of the note holders converting to common stock the Company will need to raise additional capital to satisfy these obligations. If we are unable to raise the additional capital necessary to pay our operating expenses and satisfy our obligations, we may be unable to continue as a going concern.  In that event, investors could lose their entire investment in our company.

 

Cash Flows from Operating Activities

 

During the three months ended March 31, 2018, the Company used ($17,477) of cash from operating activities compared with use of ($129,697) of cash flow during the three months ended March 31, 2017.  

 

Cash Flows from Financing Activities

 

During the three months ended March 31, 2018, the Company received $17,500 cash flow from financing activities compared to $110,000 of cash flow from financing activities during the three months ended March 31, 2017.  


23


Off-Balance Sheet Arrangements

 

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

 

Future Financings

 

We will continue to rely on the issuance of debt and equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act” ) and are not required to provide the information under this item.

 

ITEM 4.

CONTROLS AND PROCEDURES.

 

Evaluation of disclosure controls and procedures

We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934.  In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met.  Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Our management, with the participation of our principal executive and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report.  Based on that evaluation, our Chief Executive Officer who also serves as our Chief Financial Officer, concluded that our disclosure controls and procedures as of the end of the period covered by the Annual Report were not effective to ensure that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer who also serves as our Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure as a result of material weaknesses in our internal control over financial reporting.  A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

 

Management’s Annual Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934).  Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

 

Our management, with the participation of our Chief Executive Officer who also serves as our Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of March 31,2018.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO-2013”) in Internal Control – Integrated Framework.  Based on this assessment, our management concluded that, as of March 31,2018, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (GAAP) as a result of material weaknesses. In arriving at that conclusion, management identified as materials weaknesses in our internal control over financial reporting: (1) the lack of accounting proficiency of our Chief Executive Officer who is our sole officer and also serves as our Chief Financial Officer which has resulted in a reliance on part-time outside consultants to perform substantially all of our accounting functions, and (2) a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting


24


process and accounting function, also arising from our Chief Executive Officer’s lack of accounting training and service in multiple roles as well as our limited financial resources to support hiring of personnel and implementation of accounting systems.  During 2018 we expect to engage an outside accounting firm with expertise in both GAAP and SEC reporting requirements to assist us in the preparation of our financial statements.  However, until such time as we expand our staff to include additional accounting personnel and hire a full time chief financial officer, it is likely we will continue to report material weaknesses in our internal control over financial reporting.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2018 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

OTHER INFORMATION

 

None.

 

 

PART II - OTHER INFORMATION

 

ITEM 1.

LEGAL PROCEEDINGS.

 

A lawsuit was filed against the Company on November 13, 2014, in the First Circuit Court of the 15th Judicial Circuit in and for Palm Beach County, Florida entitled Thinspace Technology, Inc. v. Michael James Enterprises, Inc. (formerly BullsnBears.com, Inc.) The complaint alleges that BullsnBears failed to provide certain services it was contractually committed to provide and seeks damages in excess of $15,000.  On January 20, 2017 this case was disposed of for lack of prosecution.

 

On September 1, 2015, the Company received notice of an Administrative Complaint filed by the State of Florida Office of Financial Regulation (OFR) concerning certain private placement investments received by the Company during the period from 2011 to 2013 and the applicability of the registration exemption provisions of the Florida Statutes to said investments.  The Company vigorously disputes the legal basis for this Administrative Complaint as it relates to the Company.  Written submissions were presented to the OFR and the OFR designated hearing offer has rendered a recommendation that the Company should be fined in the amount of $980,000.  The Company had reached a settlement with the OFR in the amount of $25,000.  The Company was unable to pay the settlement amount and on July 3, 2017 an Order was entered against the Company, and in favor of the ORF, in the full amount sought of $980,000.  As of the date of this Report, no Judgment has been entered. When the company has the resources available it will contact the OFR to try to resurrect the prior settlement.

 

On June 27, 2017 an assignor to the Company’s former auditors (Friedman LLP) filed Suit against the Company in Superior Court of the State of New Jersey, Camden County, for $13,390 in alleged open invoices.  Despite not being properly served the Plaintiff moved for, and received, a default Judgment in the full amount sought.  It is the intention of the Company to move to vacate the Judgment for lack of proper service and based on the Company’s meritorious defenses that: (i) Friedman failed to provide the audit services for which it billed; and more than $5,000 of the amount sought related to services related to another entity.

 

On November 21, 2017 Power Up Lending Group, LTD. filed a Complaint in the United States District Court for the Eastern District of New York alleging the Company has defaulted on three convertible promissory notes in the aggregate amount of $155,000.  It is the Company’s position that it has not yet been properly served with the Summons and Complaint.  As of the date of this report, not default or Judgment has been entered.  The Company hopes to be able to reach a settlement with Power Up when the Company’s financial condition permits, to avoid future litigation costs.

 

ITEM 1A.

RISK FACTORS.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

 

On January 17, 2017 Vista Capital Investments, LLC converted $10,000 of its $60,500 note dated March 23, 2016 at a conversion price


25


of $0.01925 for 519,481 shares.

 

On January 24, 2017 Tangiers Investment Group, LLC converted $19,943 of its $121,000 note dated February 4, 2016 at a conversion price of $0.0175 for 1,139,600 shares.

 

On January 30, 2017 Vista Capital converted $14,500 of its $60,500 note dated March 23, 2016 at a conversion price of $0.01375 for 1,054,545 shares.

 

On February 22, 2017 Tangiers Investment Group, LLC converted $10,119 of its $121,000 note dated February 4, 2016 at a conversion price of $0 61 for 1,658,852 shares.

 

On March 17, 2017 Collier Investments, LLC converted $7,995 of its $75,000 note it acquired from Tangiers Investment Group, LLC dated February 4, 2016 at a conversion price of $0 410 for 1,950,000 shares.

 

On March 3, 2017 Vista Capital Investments, LLC converted $5,637.50 of its $60,500 note dated March 23, 2016 at a conversion price of $0 451 for 1,250,000 shares.

 

On March 9, 2017 GHS Investments, LLC converted $4,100 of its $66,500 note it acquired from Tangiers Investment Group, LLC dated March 24, 2016 at a conversion price of $0 41 for 1,000,000 shares.

 

On March 17, 2017 Collier Investments, LLC converted $7,995 of its $75,000 note it acquired from Tangiers Investment Group, LLC dated February 4, 2016 at a conversion price of $0 410 for 1,950,000 shares.

 

On April 7, 2017 GHS Investments, LLC. converted $3,300 of its note originally owned by Tangiers Investment Group, LLC dated March 24, 2016 at a conversion price of $0 33 for 1,000,000 common shares. On May 2, 2017 the Company entered into a Securities Purchase Agreement with GPL Ventures LLC the agreement allows the Company to draw down up to $10,000,000 over the term of the agreement with a maximum drawdown of $125,000 at one time.

 

On July 6, 2017 Power Up Lending Group LTD. converted $1,070 of its $53,000 note dated January 5, 2017 at a conversion price of $0 092 for 1,163,043 common shares.

 

On July 21, 2017 Power Up Lending Group LTD. converted $795 of its $53,000 note dated January 5, 2017 at a conversion price of $0 068 for 1,169,118 common shares.

 

On July 27, 2017 Power Up Lending Group LTD. converted $890 of its $53,000 note dated January 5, 2017 at a conversion price of $0 064 for 1,390,625 common shares.

 

On August 2, 2017 Power Up Lending Group LTD. converted $770 of its $53,000 note dated January 5, 2017 at a conversion price of $0 055 for 1,400,000 common shares.

 

On August 9, 2017 Power Up Lending Group LTD. converted $770 of its $53,000 note dated January 5, 2017 at a conversion price of $0 055 for 1,400,000 common shares.

 

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

 

ITEM 4.

MINE SAFETY DISCLOSURES.

 

Not applicable to our company’ s operations.

 

ITEM 5.

OTHER INFORMATION.

 

    None


26


 

 

 

ITEM 6.

EXHIBITS.

 

The following exhibits are filed as part of this Quarterly Report:

 

 

 

 

 

 

 

Exhibit

Number

 

Description

31.1

 

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer *

31.2

 

Rule 13a-14(a)/15d-14(a) Certification of principal financial and accounting officer*

32.1

 

Section 1350 Certification of Chief Executive Officer and principal financial and accounting officer*

101.INS

 

XBRL INSTANCE DOCUMENT **

101.SCH

 

XBRL TAXONOMY EXTENSION SCHEMA **

101.CAL

 

XBRL TAXONOMY EXTENSION CALCULATION LINKBASE **

101.DEF

 

XBRL TAXONOMY EXTENSION DEFINITION LINKBASE **

101.LAB

 

XBRL TAXONOMY EXTENSION LABEL LINKBASE **

101.PRE

 

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE **

— — — — — — —

*filed herewith

 

** In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 to this report shall be deemed furnished and not filed.


27


SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 9th day of November 2018.

 

 

 

 

 

 

 

 

MJ BIOTECH, INC.

(FKA Michael James Enterprise, Inc

  

(the “Registrant ” )

  

 

 

 

BY:

/s/ Maxine Pierson

 

 

Maxine Pierson,

Chief Executive Officer,

Chief Financial Officer


28

 

EX-31.1 2 exhibit311_ex31z1.htm EXHIBIT 31.1

EXHIBIT 31.1

 

Rule 13a-14(a)/15d-14(a) Certification

 

I, Maxine Pierson certify that:

 

 

 

 

 

 

 

 

 

 

 

1.

I have reviewed this report on Form 10-Q for the period ended March 31, 2018 of MJ Biotech, Inc;

 

 

 

 

 

 

 

 

 

 

 

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

 

 

 

 

 

 

 

 

 

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

 

 

 

 

 

 

 

 

 

 

 

4.

The registrant’ s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

(d)

Disclosed in this report any change in the registrant’ s internal control over financial reporting that occurred during the registrant’ s most recent fiscal quarter (the registrant’ s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’ s internal control over financial reporting; and

 

 

 

 

 

 

 

 

 

 

 

 


5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dated:   November 9, 2018

 

 

/s/Maxine Pierson

Maxine Pierson

Chief Executive Officer,

 

 

EX-31.2 3 exhibit312_ex31z2.htm EXHIBIT 31.2

EXHIBIT 31.2

 

Rule 13a-14(a)/15d-14(a) Certification

 

I, Maxine Pierson, certify that:

 

 

 

 

 

 

 

 

 

 

 

1.

I have reviewed this report on Form 10-Q for the period ended March 31, 2018 of MJ Biotech Inc., (formerly Michael James Enterprises, Inc.);

 

 

 

 

 

 

 

 

 

 

 

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

 

 

 

 

 

 

 

 

 

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

 

 

 

 

 

 

 

 

 

 

 

4.

The registrant’ s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

(d)

Disclosed in this report any change in the registrant’ s internal control over financial reporting that occurred during the registrant’ s most recent fiscal quarter (the registrant’ s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

 

 

 

 

 


5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

 

 

 

 

 

Dated: November 9, 2018

 

 

/s/Maxine Pierson

Maxine Pierson,

Chief Financial Officer,

 

 

 

 

EX-32.1 4 exhibit321_ex32z1.htm EXHIBIT 32.1

EXHIBIT 32.1

 

Section 1350 Certification

 

In connection with the Quarterly Report of MJ Biotech, Inc (formerly Michael James Enterprises, Inc.) (the “Company”) on Form 10-Q for the period ended March 30, 2018 as filed with the Securities and Exchange Commission (the  “ Report ” ), I, Maxine Pierson, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. SS. 1350, as adopted pursuant to SS. 906 of the Sarbanes-Oxley Act of 2002, that:

 

 

 

 

 

 

 

1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2.

The information contained in the Report fairly presents, in all material respects, the financial conditions and results of operations of the Company.

 

 

 

 

 

 

 

Dated: November 9, 2018

 

 

 

/ s/Maxine Pierson

Maxine Pierson,

Chief Executive Officer,

Chief Financial Officer,

 

 

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

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Wyoming (561) 563-3830 53348590 0.0001 105 82 105 82 105 82 493347 451838 92007 92007 6003 2536 66500 49000 473984 408630 4792940 792898 5924781 1796909 5924781 1796909 0 0 372 356 4415 3231 12723262 12659977 -18652725 -14460391 -5924676 -1796827 105 82 0 0 3000 0 18056 5542000 11267 0 29361 127646 61684 5669646 -61684 -5669646 43604 127340 4041308 -96653 45737 126789 4130649 157476 -4192334 -5827122 -0.11 -0.28 36792184 20583540 -4192334 -5827122 26913 9567 43604 113278 18056 5542123 4041308 24348 41509 3762 3467 4347 -17477 -129697 0 0 17500 110000 17500 110000 23 -19697 <p style="font:12pt Times New Roman;margin:0"> </p> <p style="font:12pt Times New Roman;margin:0"><b>1. Nature of Operations and Continuance of Business</b></p> <p style="font:12pt Times New Roman;margin:0"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">The financial statements included herein have been prepared by MJ Biotech, Inc. (formerly Michael James Enterprises, Inc.) (the <span style="font-family:Arial">“</span>Company”) in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (the <span style="font-family:Arial">“</span>SEC”). We suggest that these interim financial statements be read in conjunction with the audited financial statements and notes thereto included in our Form 10-K for the year ended December 31, 2017, as filed with the SEC. We believe that all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein and that the disclosures made are adequate to make the information not misleading. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year as reported in Form 10-K have been omitted.</p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin-top:2pt;margin-bottom:0pt;text-align:justify">We were a Company focused on developing intellectual property. Since the beginning of the third quarter of 2017, we had changed our focus toward Nutraceuticals. With this change in focus we entered into a “Binding Letter of Agreement” on July 26, 2017 to acquire ZEN HERO, Inc. <i>d/b/a</i> Zen’s Tea House “Zen”.  The business of Zen is a formulator of organic teas and herbs (“Nutraceuticals”) for sale to the public and other businesses. As of October 23, 2018, the Company is no longer pursuing the acquisition of Zen Hero, Inc.</p> <p style="font:10pt Times New Roman;margin-top:2pt;margin-bottom:0pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:8pt;text-align:justify">Due to the enormous expansion in the cannabis sectors, we have changed our focus to distribution of Hemp (CBD) based Tea products. Pursuant to that we have created a line of CBD infused Teas for distribution through our agreement with MarijuanaDoctor.com. Marijuana Doctor operates 15 clinics in the state of Florida.      </p> <p style="font:10pt Times New Roman;margin:0"><span style="font-size:10pt"><b>Competition</b></span></p> <p style="font:12pt Times New Roman;margin:0"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">Most of MJ Biotech, Inc.’s competitors are well-established and have substantially greater financial resources than we do. Some of our on-line competitors that sell CBD tea products are “Buddha Teas”, “<span style="color:#292929">Canna Teas</span>” and “Kikuko’s delicious <span style="border-bottom:1px solid #000000">Positivi-Tea</span>”. MJ Biotech is currently working on increasing its on-line presence. </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"><b>Governmental regulation </b></p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"><span style="font-size:10pt">While there are currently relatively few laws or regulations directly applicable to Internet access, E-commerce, or commercial search activity, there is increasing awareness and concern regarding some uses of the Internet and other online services, leading federal, state, local, and international governments to consider adopting civil and criminal laws and regulations, amending existing laws and regulations, conducting investigations, or commencing litigation with respect to the Internet and other online services covering issues such as:</span></p> <p style="font:10pt Times New Roman;margin:0;text-indent:36pt;margin-right:521.8pt;text-align:justify"><span style="font-size:10pt">·</span></p> <p style="font:10pt Times New Roman;margin:0;text-indent:-1.5pt;text-align:justify"><span style="font-size:10pt">user privacy;</span></p> <p style="font:10pt Times New Roman;margin:0;text-indent:36pt;margin-right:521.8pt;text-align:justify"><span style="font-size:10pt">·</span></p> <p style="font:10pt Times New Roman;margin:0;text-indent:-1.5pt;text-align:justify"><span style="font-size:10pt">trespass;</span></p> <p style="font:10pt Times New Roman;margin:0;text-indent:36pt;margin-right:521.8pt;text-align:justify"><span style="font-size:10pt">·</span></p> <p style="font:10pt Times New Roman;margin:0;text-indent:-1.5pt;text-align:justify"><span style="font-size:10pt">defamation;</span></p> <p style="font:10pt Times New Roman;margin:0;text-indent:36pt;margin-right:521.8pt;text-align:justify"><span style="font-size:10pt">·</span></p> <p style="font:10pt Times New Roman;margin:0;text-indent:-1.5pt;text-align:justify"><span style="font-size:10pt">database and data protection;</span></p> <p style="font:10pt Times New Roman;margin:0;text-indent:36pt;margin-right:521.8pt;text-align:justify"><span style="font-size:10pt">·</span></p> <p style="font:10pt Times New Roman;margin:0;text-indent:-1.5pt;text-align:justify"><span style="font-size:10pt">limitations on the distribution of materials considered harmful to children;</span></p> <p style="font:10pt Times New Roman;margin:0;text-indent:36pt;margin-right:521.8pt;text-align:justify"><span style="font-size:10pt">·</span></p> <p style="font:10pt Times New Roman;margin:0;text-indent:-1.5pt;text-align:justify"><span style="font-size:10pt">liability for misinformation provided over the web;</span></p> <p style="font:10pt Times New Roman;margin:0;text-indent:36pt;margin-right:521.8pt;text-align:justify"><span style="font-size:10pt">·</span></p> <p style="font:10pt Times New Roman;margin:0;text-indent:-1.5pt;text-align:justify"><span style="font-size:10pt">user protection, pricing, taxation, and advertising restrictions (including, for example, limitation on the advertising on Internet gambling websites or of certain products);</span></p> <p style="font:10pt Times New Roman;margin:0;text-indent:36pt;margin-right:521.8pt;text-align:justify"><span style="font-size:10pt">·</span></p> <p style="font:10pt Times New Roman;margin:0;text-indent:-1.5pt;text-align:justify"><span style="font-size:10pt">delivery of contextual advertisements via connected desktop software;</span></p> <p style="font:10pt Times New Roman;margin:0;text-indent:36pt;margin-right:521.8pt;text-align:justify"><span style="font-size:10pt">·</span></p> <p style="font:10pt Times New Roman;margin:0;text-indent:-1.5pt;text-align:justify"><span style="font-size:10pt">intellectual property ownership and infringement, including liability for listing or linking to third-party websites that include materials infringing copyrights or other rights;</span></p> <p style="font:10pt Times New Roman;margin:0;text-indent:36pt;margin-right:521.8pt;text-align:justify"><span style="font-size:10pt">·</span></p> <p style="font:10pt Times New Roman;margin:0;text-indent:-1.5pt;text-align:justify">distribution, characteristics, and quality of products and services; and</p> <p style="font:12pt Times New Roman;margin:0;text-indent:-1.5pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-indent:-1.5pt;text-align:justify"><span style="font-size:10pt">other consumer protection laws.</span></p> <p style="font:12pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">Legislation has also been introduced in the U.S. Congress and some state legislatures that is designed to regulate spyware, which does not have a precise definition, but which is often defined as software installed on consumers' computers without their informed consent and designed to gather and, in some cases, disseminate information about those consumers, including personally identifiable information. We do not expect to rely on spyware for any purpose, and it will not be part of our product offerings, but the definition of spyware or proposed legislation relating to spyware may be broadly defined or interpreted to include legitimate ad-serving software, including toolbar offerings and other downloadable software currently provided by our product offerings. Currently, legislation has focused on providing Internet users with notification of and the ability to consent or decline the installation of such software, but there can be no guarantee that future legislation will not provide more burdensome standards by which software can be downloaded onto consumers' computers. We expect that all downloadable software that we will distribute will require an express consent of the consumer and will provide consumers with an easy mechanism to delete the software once downloaded. However, if future legislation is adopted that makes the consent, notice, or uninstall procedures more onerous, we may have to develop new technology or methods to provide our services or discontinue those services in some jurisdictions or altogether. There is no guarantee we will be able to develop this new technology at all or in a timely fashion or on commercially reasonable terms. The adoption of any additional laws or regulations, application of existing laws to the Internet generally or our industry, or any governmental investigation or litigation related to the Internet generally, our industry, or our services may decrease the growth of the Internet or other online services. </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify"><b>Federal regulation and enforcement may adversely affect the implementation of medical and recreational marijuana laws and regulations may negatively impact our revenues and profits.</b>  Currently, there are 29 states plus the District of Columbia that have laws and/or regulations that recognize, in one form or another, legitimate medical and/or recreational uses for cannabis and consumer use of cannabis. Many other states are considering similar legislation. Conversely, under the Controlled Substance Act (the “CSA”), 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  marijuana products, 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 possession of  marijuana in violation of federal law with respect to any inventory or business operations or we may be deemed to be facilitating the selling or distribution, or aiding and abetting the selling or distribution, of drug paraphernalia 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.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify">The U.S. Supreme Court declined to hear a case brought by San Diego County, California that sought to establish federal preemption over state medical marijuana laws. The preemption claim was rejected by every court that reviewed the case. The California 4th District Court of Appeals wrote in its unanimous ruling, “Congress does not have the authority to compel the states to direct their law enforcement personnel to enforce federal laws.” However, in another case, the U.S. Supreme Court held that, as long as the CSA contains prohibitions against marijuana, under the Commerce Clause of the United States Constitution, the United States may criminalize the production and use of homegrown cannabis even where states approve its use for medical purposes.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify">In an effort to provide guidance to federal law enforcement, the Department of Justice (the “DOJ”) has issued Guidance Regarding Marijuana Enforcement to all United States Attorneys in a memorandum from Deputy Attorney General David Ogden on October 19, 2009, in a memorandum from Deputy Attorney General James Cole on June 29, 2011 and in a memorandum from Deputy Attorney General James Cole on August 29, 2013. Each memorandum provides that the DOJ is committed to the enforcement of the CSA, but, the DOJ is also committed to using its limited investigative and prosecutorial resources to address the most significant threats in the most effective, consistent and rational way.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify">The August 29, 2013 memorandum provides updated guidance to federal prosecutors concerning marijuana enforcement in light of state laws legalizing medical and recreational marijuana possession in small amounts.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify">The memorandum sets forth certain enforcement priorities that are important to the federal government:</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:36pt;color:#000000"><kbd style="position:absolute;font:10pt Symbol;margin-left:-18pt"></kbd>Distribution of marijuana to children; </p> <p style="font:10pt Times New Roman;margin:0;margin-left:36pt;color:#000000"><kbd style="position:absolute;font:10pt Symbol;margin-left:-18pt"></kbd>Revenue from the sale of marijuana going to criminals; </p> <p style="font:10pt Times New Roman;margin:0;margin-left:36pt;color:#000000"><kbd style="position:absolute;font:10pt Symbol;margin-left:-18pt"></kbd>Diversion of medical marijuana from states where it is legal to states where it is not; </p> <p style="font:10pt Times New Roman;margin:0;margin-left:36pt;color:#000000"><kbd style="position:absolute;font:10pt Symbol;margin-left:-18pt"></kbd>Using state authorized marijuana activity as a pretext of other illegal drug activity; </p> <p style="font:10pt Times New Roman;margin:0;margin-left:36pt;color:#000000"><kbd style="position:absolute;font:10pt Symbol;margin-left:-18pt"></kbd>Preventing violence in the cultivation and distribution of marijuana; </p> <p style="font:10pt Times New Roman;margin:0;margin-left:36pt;color:#000000"><kbd style="position:absolute;font:10pt Symbol;margin-left:-18pt"></kbd>Preventing drugged driving; </p> <p style="font:10pt Times New Roman;margin:0;margin-left:36pt;color:#000000"><kbd style="position:absolute;font:10pt Symbol;margin-left:-18pt"></kbd>Growing marijuana on federal property; and </p> <p style="font:10pt Times New Roman;margin:0;margin-left:36pt;color:#000000"><kbd style="position:absolute;font:10pt Symbol;margin-left:-18pt"></kbd>Preventing possession or use of marijuana on federal property. </p> The plan of reorganization provided for the acquisition by SGO of a new, unrelated, retail business and the spin-off of all of the various elements of SGO's spice business to four different entities. The plan of reorganization called for the spin-off of SGO's manufacturing business to our company, the incorporation of our company, and the distribution of shares of our common stock to the bankruptcy creditors. The plan required us to issue 1,180,000 shares of our common stock and distribute these to SGO's general unsecured creditors, <p style="font:10pt Times New Roman;margin:0;text-align:justify"><span style="font:10pt Times New Roman">to its administrative creditors, and to its shareholders. The shares were distributed pursuant to Section 1145 of the U.S. Bankruptcy Code.</span></p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-indent:-1.5pt;text-align:justify">The Court also ordered the distribution of warrants to all administrative creditors of SGO, with these creditors to receive five warrants exercisable into shares of our common stock for each $0.05 of SGO's administrative debt which they held. All warrants were exercisable at any time prior to November 19, 2017.  No Warrants were exercised prior to their expiration. </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On October 20, 2012, we acquired from James M. Palladino, then an unrelated third party, the URL domain name and websites of bullsnbears.com for $150,000. Following this asset purchase we were no longer considered a “shell company.” On October 23, 2012, our former officers and directors resigned and certain of the then officers and directors were appointed, with the balance of our directors being newly appointed in December 2012.</p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">In November 2012 we changed our name to BullsnBears.com, Inc. Effective December 11, 2015, we changed our name to Michael James Enterprises, Inc., and entered into an Agreement for Plan of Merger and Reorganization between the Company and Michael James Enterprises, Inc., a Nevada corporation.  </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">Prior to that, effective December 11, 2015, the Company filed an Amendment to the Company’s Articles of Incorporation changing the Company’s name to “Michael James Enterprises Inc.” and filed with FINRA for a new stock ticker symbol “MJTV”. </p> <p style="font:10pt Times New Roman;margin:0;margin-right:107.8pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On December 31, 2015, the Company formed a new wholly-owned company, BullsnBears Holdings, LLC., for the purpose of holding the Company<span style="font-family:Arial">’</span>s intellectual property assets.  As contractually agreed to, the Company's wholly-owned subsidiary, BullsnBears, Holdings LLC. was spun off in its entirety including all of the assets and liabilities of the subsidiary including certain liabilities of the parent company that were incurred by the previous management including BullsnBears Holdings, LLC. Intellectual Property assets, including its websites, URL’s, and proprietary software, were transferred through a share dividend to MJTV shareholders of record as of the close of business on December 28, 2016, with one share of BullsnBears Holdings, LLC.  Common Stock distributed for each one share of MJTV Common Stock owned as of the record date.  Distribution of the shares took place on December 28, 2016.</p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On August 4, 2016, the company’s Board of Directors approved an asset purchase agreement with RP Capital Group, Ltd. to acquire all rights and title to the studies and intellectual property to a dronabinol based treatment for sleep apnea. This acquisition substituted the contemplated acquisition of Michael James Enterprise, Inc., a Nevada corporation acquisition that did not move forward as the acne-based product it was bringing to market had experienced several significant setbacks and the Board of Directors has determined that the proposed agreement was not in the best interest of the Company and its shareholders. </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">Since August of 2016 the Company created the alchemy of essential oils called LUNA to help a person relax and hopefully achieve better sleep. Additionally, the Company’s then CEO, James M. Farinella, designed a creative noninvasive delivery system for an active ingredient which was assigned to the company by the then CEO in exchange for 2,350,000 Preferred B shares. This product VOLUPTAS, now patent pending with a filing for a trademark on the Name VOLUPTAS. </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On December 28, 2016 the Company's wholly-owned subsidiary, BullsnBears Holdings, Inc., (BNBI) was spun off spun-off through a share dividend to BNBI shareholders of record as of the close of business, with one share of BullsnBears Holdings Common Stock distributed for each one share of MJTV Common Stock owned as of the record date. Distribution of the shares is the responsibility of BullsnBears Holdings, Inc. and will take place upon the effectiveness of a Registration Statement filed with the U.S. Securities and Exchange Commission.</p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:8pt;text-align:justify">On April 12, 2017, the Company changes its name to MJ Biotech, Inc. to better represent the new direction of the Company. MJ Biotech has also changed its state of incorporation to the state of Wyoming. The change of domicile took place on August 25, 2017.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify">On July 26, 2017, the Company entered into a “Binding Letter of Agreement” for the acquisition of ZEN HERO, Inc. <i>d/b/a</i> Zen’s Tea House. The business of ZEN HERO is a formulator of Organic Teas for sale to the public and other businesses. The transaction was anticipated to close within ninety (90) days of the execution of the Binding Letter of Agreement.  The proposed purchase price is a combination of cash ($750,000) and stock. $400,000 is payable on closing with the balance to be paid based on performance milestones. Zen Hero is a company that sells its own line of medicinal teas. Based on Un-Audited financial statements, Zen Hero generates more than $100,000 per month in sales and is profitable. The acquisition has not closed as of the date of this Report.  As of October 23, 2018, this Binding Letter of Agreement for the proposed acquisition of Zen Hero, Inc., is terminated.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"><b>Going Concern</b></p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:8pt;text-align:justify">The Company's financial statements are prepared using Generally Accepted Accounting Principles applicable to a going concern          that contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has recently accumulated significant losses and has negative working capital. All of these items raise substantial doubt about its ability to continue as a going concern. Management's plans with respect to alleviating the adverse financial conditions that caused management to express substantial doubt about the Company's ability to continue as a going concern are as follows:</p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">We have incurred net losses of $18,652,725 since inception through March 31, 2018. The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2017 contains an explanatory paragraph regarding our ability to continue as a going concern based upon our loss from operations and working capital deficit. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to generate revenues or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company. </p> <p style="font:10pt Calibri;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">The Company is currently trying to raise new debt or equity for acquisitions regarding setting up a facility for the manufacturing nutraceutical Tea’s and Herb’s infused with CBD oils and powders If the Company is not successful in the development and implementation of a concept which produces positive cash flows from operations, the Company may be forced to continue to raise additional equity or debt financing to fund its ongoing obligations or risk ceasing doing business. </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify">There can be no assurance that the Company will be able to achieve its business plans, raise any more required capital or secure the financing necessary to achieve its current operating plan. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations.</p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:6pt;color:#000000;text-align:justify"><i>Basic and Diluted Loss Per Share</i></p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:6pt;color:#000000;text-align:justify">The Company presents both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible securities, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had net losses as of March 31, 2018 of $4,192,334 and March 31, 2017 of $5,827,122 so the diluted EPS excluded all dilutive potential shares in the diluted EPS because their effect is anti-dilutive. The Company had outstanding warrants to purchase 5,000,000 shares of common stock which expired November 2017. The Company also had outstanding and convertible notes of $473,984 that could be converted into additional shares as of March 31, 2018. </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:6pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:6pt;color:#000000;text-align:justify"><i>Use of Estimates</i></p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:6pt;color:#000000;text-align:justify">The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.</p> <p style="font:11pt Calibri;margin:0;display:none"> </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:8pt;text-align:justify"><i>Fair Value of Financial Instruments</i></p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">The Financial Accounting Standards Board issued   ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements.  FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.  FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:</p> <p style="font:10pt Times New Roman;margin:0"> </p> <p style="font:10pt Times New Roman;margin:0">- Level 1:  Quoted prices in active markets for identical assets or liabilities.</p> <p style="font:10pt Times New Roman;margin:0">- Level 2:  Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.</p> <p style="font:10pt Times New Roman;margin:0"> </p> <p style="font:10pt Times New Roman;margin:0">- Level 3:  Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.</p> <p style="font:10pt Times New Roman;margin:0"> </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:10pt">The carrying amounts of the Company’s financial instruments as of March 31, 2018, reflect:</p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:5.5pt"><kbd style="position:absolute;font:10pt Times New Roman;margin-left:0pt">Cash:  </kbd><kbd style="margin-left:36pt"/>Level 1   Measurement based on bank reporting. </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:5.5pt"><kbd style="position:absolute;font:10pt Times New Roman;margin-left:0pt">    </kbd><kbd style="margin-left:72pt"/>Level 2   Loans from Officers and related parties </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:5.5pt"><kbd style="position:absolute;font:10pt Times New Roman;margin-left:0pt">  </kbd><kbd style="margin-left:72pt"/>Level 2   Based on promissory notes. </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:5.5pt"><kbd style="position:absolute;font:10pt Times New Roman;margin-left:0pt">       </kbd><kbd style="margin-left:72pt"/>Level 3 Derivative Liabilities </p> <p style="font:10pt Times New Roman;margin:0"> </p> <p style="font:11pt Calibri;margin:0;display:none"> </p> <p style="font:10pt Times New Roman;margin:0"><i>Derivative Liabilities</i></p> <p style="font:10pt Times New Roman;margin:0"> </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:8pt;text-align:justify">Certain of the Company’s convertible notes payable described in Note 4 contain conversion features that qualify for embedded derivative classification. The Company accounts for the embedded derivative features in its convertible debentures in accordance FASB ASC 815-10-<i>Derivatives and Hedging, </i>which requires a periodic valuation of their fair value and a corresponding recognition of liabilities associated with such derivatives. The recognition of derivative liabilities related to the issuance of the convertible debt is applied first to the proceeds of such issuance as a debt discount, at the date of issuance, and the excess of derivative liabilities over the proceeds is recognized as a “Loss on Derivative Liability” in other expense. The fair value of these liabilities will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments.</p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:6pt"> </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:6pt"> </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:6pt"> </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:6pt;color:#000000">.<i>New Accounting Pronouncements</i></p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">In February 2016, the FASB issued ASU No. 2016-02, Leases, which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 with early adoption permitted. Under Accounting Standards Update 2016-02, lessees will be required to recognize for all leases at the commencement date a lease liability, which is a lessee’s obligation to make lease payments arising from a lease measured on a discounted basis, and a right-to-use asset, which is an asset that represents the lessee’s right to use or control the use of a specified asset for the lease term.  The Company is currently evaluating the effect that the new guidance will have on its financial statements and related disclosures.</p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">In May 2017, the FASB amended authoritative guidance on modifications related to stock compensation, codified in ASC 718, Compensation - Stock Compensation. The amendments provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting. The guidance is effective for the Company as of the first quarter of its fiscal year ending January 31, 2019. The Company does not believe the update will have a material impact on its financial statements.</p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify">The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on the Company’s financial statements or its financial position or results of operations. </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"><b>Going Concern</b></p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:8pt;text-align:justify">The Company's financial statements are prepared using Generally Accepted Accounting Principles applicable to a going concern          that contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has recently accumulated significant losses and has negative working capital. All of these items raise substantial doubt about its ability to continue as a going concern. Management's plans with respect to alleviating the adverse financial conditions that caused management to express substantial doubt about the Company's ability to continue as a going concern are as follows:</p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">We have incurred net losses of $18,652,725 since inception through March 31, 2018. The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2017 contains an explanatory paragraph regarding our ability to continue as a going concern based upon our loss from operations and working capital deficit. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to generate revenues or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company. </p> <p style="font:10pt Calibri;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">The Company is currently trying to raise new debt or equity for acquisitions regarding setting up a facility for the manufacturing nutraceutical Tea’s and Herb’s infused with CBD oils and powders If the Company is not successful in the development and implementation of a concept which produces positive cash flows from operations, the Company may be forced to continue to raise additional equity or debt financing to fund its ongoing obligations or risk ceasing doing business. </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify">There can be no assurance that the Company will be able to achieve its business plans, raise any more required capital or secure the financing necessary to achieve its current operating plan. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations.</p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:6pt;color:#000000;text-align:justify"><i>Basic and Diluted Loss Per Share</i></p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:6pt;color:#000000;text-align:justify">The Company presents both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible securities, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had net losses as of March 31, 2018 of $4,192,334 and March 31, 2017 of $5,827,122 so the diluted EPS excluded all dilutive potential shares in the diluted EPS because their effect is anti-dilutive. The Company had outstanding warrants to purchase 5,000,000 shares of common stock which expired November 2017. The Company also had outstanding and convertible notes of $473,984 that could be converted into additional shares as of March 31, 2018. </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:6pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:6pt;color:#000000;text-align:justify"><i>Use of Estimates</i></p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:6pt;color:#000000;text-align:justify">The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.</p> <p style="font:11pt Calibri;margin:0;display:none"> </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:8pt;text-align:justify"><i>Fair Value of Financial Instruments</i></p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">The Financial Accounting Standards Board issued   ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements.  FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.  FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:</p> <p style="font:10pt Times New Roman;margin:0"> </p> <p style="font:10pt Times New Roman;margin:0">- Level 1:  Quoted prices in active markets for identical assets or liabilities.</p> <p style="font:10pt Times New Roman;margin:0">- Level 2:  Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.</p> <p style="font:10pt Times New Roman;margin:0"> </p> <p style="font:10pt Times New Roman;margin:0">- Level 3:  Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.</p> <p style="font:10pt Times New Roman;margin:0"> </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:10pt">The carrying amounts of the Company’s financial instruments as of March 31, 2018, reflect:</p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:5.5pt"><kbd style="position:absolute;font:10pt Times New Roman;margin-left:0pt">Cash:  </kbd><kbd style="margin-left:36pt"/>Level 1   Measurement based on bank reporting. </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:5.5pt"><kbd style="position:absolute;font:10pt Times New Roman;margin-left:0pt">    </kbd><kbd style="margin-left:72pt"/>Level 2   Loans from Officers and related parties </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:5.5pt"><kbd style="position:absolute;font:10pt Times New Roman;margin-left:0pt">  </kbd><kbd style="margin-left:72pt"/>Level 2   Based on promissory notes. </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:5.5pt"><kbd style="position:absolute;font:10pt Times New Roman;margin-left:0pt">       </kbd><kbd style="margin-left:72pt"/>Level 3 Derivative Liabilities </p> <p style="font:10pt Times New Roman;margin:0"> </p> <p style="font:11pt Calibri;margin:0;display:none"> </p> <p style="font:10pt Times New Roman;margin:0"><i>Derivative Liabilities</i></p> <p style="font:10pt Times New Roman;margin:0"> </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:8pt;text-align:justify">Certain of the Company’s convertible notes payable described in Note 4 contain conversion features that qualify for embedded derivative classification. The Company accounts for the embedded derivative features in its convertible debentures in accordance FASB ASC 815-10-<i>Derivatives and Hedging, </i>which requires a periodic valuation of their fair value and a corresponding recognition of liabilities associated with such derivatives. The recognition of derivative liabilities related to the issuance of the convertible debt is applied first to the proceeds of such issuance as a debt discount, at the date of issuance, and the excess of derivative liabilities over the proceeds is recognized as a “Loss on Derivative Liability” in other expense. The fair value of these liabilities will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments.</p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:6pt"> </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:6pt"> </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:6pt;color:#000000">.<i>New Accounting Pronouncements</i></p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">In February 2016, the FASB issued ASU No. 2016-02, Leases, which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 with early adoption permitted. Under Accounting Standards Update 2016-02, lessees will be required to recognize for all leases at the commencement date a lease liability, which is a lessee’s obligation to make lease payments arising from a lease measured on a discounted basis, and a right-to-use asset, which is an asset that represents the lessee’s right to use or control the use of a specified asset for the lease term.  The Company is currently evaluating the effect that the new guidance will have on its financial statements and related disclosures.</p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">In May 2017, the FASB amended authoritative guidance on modifications related to stock compensation, codified in ASC 718, Compensation - Stock Compensation. The amendments provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting. The guidance is effective for the Company as of the first quarter of its fiscal year ending January 31, 2019. The Company does not believe the update will have a material impact on its financial statements.</p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify">The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on the Company’s financial statements or its financial position or results of operations. </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify"> </p> <p style="font:11pt Calibri;margin:0;display:none"> </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:7.25pt"><i>Income Taxes</i></p> <p style="font:10pt Times New Roman;margin:0">Federal Income taxes are not currently due since we have had losses since inception.</p> <p style="font:10pt Times New Roman;margin:0"> </p> <p style="font:10pt Times New Roman;margin:0">On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted.  Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018.  The Company will compute its income tax expense for the years ended December 31, 2017 and 2016 using a Federal Tax Rate of 21%.</p> <p style="font:10pt Times New Roman;margin:0"> </p> <p style="font:10pt Times New Roman;margin:0">Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 <i>Income Taxes – Recognition.</i>  Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end.  A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard required by ASC 740-10-25-5.</p> <p style="font:10pt Times New Roman;margin:0"> </p> <p style="font:10pt Times New Roman;margin:0">Deferred income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes.</p> <p style="font:10pt Times New Roman;margin:0">As of March 31, 2018, we had a net operating loss carry-forward of approximately $(9,017,648) and a deferred tax asset of approximately $1,893,706 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years.  However, due to the uncertainty of future events we have booked valuation allowance of $(1,893,706).  FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  At March 31, 2018 the Company had not taken any tax positions that would require disclosure under FASB ASC 740.</p> <p style="font:10pt Times New Roman;margin:0"> </p> <table style="border-collapse:collapse;width:100%"><tr><td valign="middle"><p style="font:10pt Times New Roman;margin:0"> </p> </td><td style="width:103.5pt" valign="middle"><p style="font:10pt Times New Roman;margin:0"> </p> </td><td style="width:103.5pt" valign="middle"><p style="font:10pt Times New Roman;margin:0"> </p> </td></tr> <tr><td valign="middle"><p style="font:10pt Times New Roman;margin:0"> </p> </td><td style="width:103.5pt" valign="middle"><p style="font:10pt Times New Roman;margin:0"> </p> </td><td style="width:103.5pt" valign="middle"><p style="font:10pt Times New Roman;margin:0"> </p> </td></tr> <tr style="height:12.75pt"><td style="background-color:#80FFFF" valign="bottom"><p style="font:10pt Times New Roman;margin:0"> </p> </td><td style="background-color:#80FFFF;width:103.5pt" valign="bottom"><p style="font:10pt Times New Roman;margin:0;text-align:center">March 31, 2018</p> </td><td style="background-color:#80FFFF;width:103.5pt" valign="bottom"><p style="font:10pt Times New Roman;margin:0;text-align:center">December 31, 2017</p> </td></tr> <tr style="height:12.75pt"><td valign="bottom"><p style="font:10pt Times New Roman;margin:0">Deferred Tax Asset</p> </td><td style="width:103.5pt" valign="bottom"><p style="font:10pt Times New Roman;margin:0;text-align:right"> $ 1,893,706 </p> </td><td style="width:103.5pt" valign="bottom"><p style="font:10pt Times New Roman;margin:0;text-align:right"> $1,013,316 </p> </td></tr> <tr style="height:12.75pt"><td style="background-color:#80FFFF" valign="bottom"><p style="font:10pt Times New Roman;margin:0">Valuation Allowance</p> </td><td style="background-color:#80FFFF;width:103.5pt" valign="bottom"><p style="font:10pt Times New Roman;margin:0;text-align:right">  (1,893,706)</p> </td><td style="background-color:#80FFFF;width:103.5pt" valign="bottom"><p style="font:10pt Times New Roman;margin:0;text-align:right">  (1,013,316)</p> </td></tr> <tr style="height:13.5pt"><td valign="bottom"><p style="font:10pt Times New Roman;margin:0">Deferred Tax Asset (Net)</p> </td><td style="width:103.5pt;border-top:0.75pt solid #000000;border-bottom:3px double #000000" valign="bottom"><p style="font:10pt Times New Roman;margin:0;text-align:right">$                            -</p> </td><td style="width:103.5pt;border-top:0.75pt solid #000000;border-bottom:3px double #000000" valign="bottom"><p style="font:10pt Times New Roman;margin:0;text-align:right">$                            -</p> </td></tr> </table> <p style="font:10pt Times New Roman;margin:0">.</p> <p style="font:10pt Times New Roman;margin:0">Although Management believes that its estimates are reasonable, no assurance can be given that the final tax outcome of these matters will not be different than that which is reflected in our tax provisions. Ultimately, the actual tax benefits to be realized will be based upon future taxable earnings levels, which are very difficult to predict.</p> <p style="font:10pt Times New Roman;margin:0"> </p> <p style="font:10pt Times New Roman;margin:0">No provision was made for federal income tax, since the Company had an overall net operating loss and has accumulated net operating loss carryforwards.</p> <p style="font:10pt Times New Roman;margin:0"> </p> <p style="font:10pt Times New Roman;margin:0">No income tax expense has been realized as a result of operations and no income tax penalties and/or interest have been accrued related to uncertain tax positions.  The Company files income tax returns in the U.S. federal jurisdiction and in the State of California.  These filings are subject to a three-year statute of limitations.  The Company’s evaluation of income tax positions included the years ended December 15 through 2017 could be subject to agency examinations.  No filings are currently under examination.  No adjustments have been made to reduce the estimated income tax benefit at fiscal year-end or at the quarterly reporting dates.  Any valuations relating to these income tax provisions will comply with U.S. generally accepted accounting principles.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify"> </p> <table style="border-collapse:collapse;width:100%"><tr><td valign="middle"><p style="font:10pt Times New Roman;margin:0"> </p> </td><td style="width:103.5pt" valign="middle"><p style="font:10pt Times New Roman;margin:0"> </p> </td><td style="width:103.5pt" valign="middle"><p style="font:10pt Times New Roman;margin:0"> </p> </td></tr> <tr><td valign="middle"><p style="font:10pt Times New Roman;margin:0"> </p> </td><td style="width:103.5pt" valign="middle"><p style="font:10pt Times New Roman;margin:0"> </p> </td><td style="width:103.5pt" valign="middle"><p style="font:10pt Times New Roman;margin:0"> </p> </td></tr> <tr style="height:12.75pt"><td style="background-color:#80FFFF" valign="bottom"><p style="font:10pt Times New Roman;margin:0"> </p> </td><td style="background-color:#80FFFF;width:103.5pt" valign="bottom"><p style="font:10pt Times New Roman;margin:0;text-align:center">March 31, 2018</p> </td><td style="background-color:#80FFFF;width:103.5pt" valign="bottom"><p style="font:10pt Times New Roman;margin:0;text-align:center">December 31, 2017</p> </td></tr> <tr style="height:12.75pt"><td valign="bottom"><p style="font:10pt Times New Roman;margin:0">Deferred Tax Asset</p> </td><td style="width:103.5pt" valign="bottom"><p style="font:10pt Times New Roman;margin:0;text-align:right"> $ 1,893,706 </p> </td><td style="width:103.5pt" valign="bottom"><p style="font:10pt Times New Roman;margin:0;text-align:right"> $1,013,316 </p> </td></tr> <tr style="height:12.75pt"><td style="background-color:#80FFFF" valign="bottom"><p style="font:10pt Times New Roman;margin:0">Valuation Allowance</p> </td><td style="background-color:#80FFFF;width:103.5pt" valign="bottom"><p style="font:10pt Times New Roman;margin:0;text-align:right">  (1,893,706)</p> </td><td style="background-color:#80FFFF;width:103.5pt" valign="bottom"><p style="font:10pt Times New Roman;margin:0;text-align:right">  (1,013,316)</p> </td></tr> <tr style="height:13.5pt"><td valign="bottom"><p style="font:10pt Times New Roman;margin:0">Deferred Tax Asset (Net)</p> </td><td style="width:103.5pt;border-top:0.75pt solid #000000;border-bottom:3px double #000000" valign="bottom"><p style="font:10pt Times New Roman;margin:0;text-align:right">$                            -</p> </td><td style="width:103.5pt;border-top:0.75pt solid #000000;border-bottom:3px double #000000" valign="bottom"><p style="font:10pt Times New Roman;margin:0;text-align:right">$                            -</p> </td></tr> </table> <p style="font:10pt Times New Roman;margin:0">.</p> 1893706 1013316 -1893706 -1013316 0 0 <p style="font:10pt Times New Roman;margin:0"> </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:8pt"><b>NOTE 2 - RELATED PARTY TRANSACTIONS</b></p> <p style="font:10pt Times New Roman;margin-top:9.75pt;margin-bottom:0pt"><span style="border-bottom:1px solid #000000">Management Services</span></p> <p style="font:10pt Times New Roman;margin-top:9pt;margin-bottom:0pt;text-align:justify">As of March 31, 2018, the company owes Integrated Capital Partners, Inc. (Nevada) $70,596 in expenses paid for the Company. The Company’s former CEO (James Farinella) is the controlling shareholder of Integrated Capital Partners, Inc. (Nevada).</p> <p style="font:10pt Times New Roman;margin-top:9.75pt;margin-bottom:0pt;text-align:justify">In February 2017 the Company’s then CEO, James Farinella, assigned his rights to the Voluptas provisional patents that he owns and all intellectual property rights to Voluptas for 2,350,000 preferred B shares of the Company. On May 10, 2017 the provisional patent was updated and re-filed increasing the protection covering more than 10 delivery methods. Mr. Farinella surrendered 120,000 Preferred B shares to pay off loans owed to three trust accounts and those trust accounts were issued 40,000 preferred C shares each. James Farinella now owns 2,890,000 preferred B shares of the Company. James Farinella also retired 8,425,000 common shares and now owns no common shares of the Company. As of March 31, 2018 , the company owes the former CEO (James Farinella) of the Company $15,434 in expenses paid for the Company. </p> <p style="font:10pt Times New Roman;margin:0"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">In February 2017 the Company’s Chief Operating Officer, Gina Morreale, was issued 240,000 Preferred B shares. The Company agreed to issue these shares to Miss Morreale in 2016 for her joining the Company as an Officer and Director. Subsequently, Gina Morreale resigned as an officer and director of the Company and relinquished the 240,000 preferred B shares.</p> <p style="font:10pt Times New Roman;margin-top:9.75pt;margin-bottom:0pt"><span style="border-bottom:1px solid #000000">Formation of New Subsidiary</span></p> <p style="font:10pt Times New Roman;margin:0"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On June 4, 2018 the Company formed a new wholly-owned corporation MJ Syndicated, Inc. a Florida corporation, based out of Florida </p> <p style="font:10pt Times New Roman;margin:0"> </p> On February 4, 2016, the Company entered into a $121,000 10% Convertible Promissory Note with Tangiers Investment Group, LLC, a non-affiliate.  The term is for one year, with an original issuance discount of $11,000 for due diligence and legal costs.  The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 50% of the <p style="font:10pt Times New Roman;margin:0;text-align:justify"><span style="font:10pt Times New Roman">lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability. </span></p> <p style="font:10pt Times New Roman;margin:0;margin-left:18pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On March 23, 2016, the Company entered into a $60,500 10% Convertible Promissory Note with Vista Capital Investments, LLC. a non-affiliate.  The term is for two years, with an original issuance discount of $5,500 for due diligence and legal costs.  The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 55% of the lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability. In connection with the note payable the Company is obligated to issue 200,000 shares of common stock that was valued at $120,000. Out of the full consideration $55,000 was recorded as debt discount and the remaining $65,000 was included in interest expense. </p> <p style="font:10pt Times New Roman;margin:0;margin-left:18pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On March 24, 2016, the Company entered into a $60,500 10% Convertible Promissory Note with Tangiers Investment Group, LLC, a non-affiliate.  The term is for one year, with an original issuance discount of $5,500 for due diligence and legal costs.  The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 55% of the lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:18pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On December 5, 2016, the Company entered into a $79,000 10% Convertible Promissory Note with GHS Investments, LLC, a non-affiliate.  The term is for eight months, with an original issuance discount of $9,000 for due diligence and legal costs.  The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to the lower of $.09 or 55% of the lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:18pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On December 16, 2016, the Company entered into a $63,250 12% Convertible Promissory Note with Auctus Fund, LLC, a non-affiliate.  The term is for nine months, with an original issuance discount of $8,250 for due diligence and legal costs.  The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to the lower of $.09 or 50% of the lowest trading price of the Company’s Common Stock during the 25 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.</p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On January 5, 2017, the Company entered into a $53,000 8% Convertible Promissory Note with Power Up Lending Group, LTD, a non-affiliate.  The term of the Note is for 9 months, with an original issuance discount of $3,000 for due diligence and legal costs.  The Note is convertible after 180days into Common Stock of the Company at a conversion price which shall be equal to 55% of the average of the three lowest trading prices of the Company’s Common Stock during the 10 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.  Power Up Lending Group, LTD has declared the Company in default of its obligations under the Note.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:18pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On March 7, 2017, the Company entered into a $25,000 12% Convertible Promissory Note with Vista Capital Investments, LLC, a non-affiliate.  The term of the Note is for two years, with an original issuance discount of $5,000 for due diligence and legal costs.  The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 50% of the lowest trading price of the Company’s Common Stock during the 25 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:18pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On March 7, 2017, the Company entered into a $5,000,000 equity line with Tangier Investment Group, LLC which will require a registration statement to be filed. The Company no longer intends to move forward on the equity line.  As part of the Equity line the Company entered into a commitment note for $29,000 with no interest.  The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price, which shall be equal to 50% of the lowest trading price of the Company’s Common Stock during the 25 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability. </p> <p style="font:10pt Times New Roman;margin:0;margin-left:18pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On March 13, 2017 the Company entered into a $43,000 8% Convertible Promissory Note with PowerUp Lending Group, LTD, a non-affiliate. The term of the Note is for 9 months, with an original issuance discount of $3,000 for due diligence and legal costs.  The Note is convertible after 180 days into Common Stock of the Company at a conversion price which shall be equal to 55% of the average of the three lowest trading prices of the Company’s Common Stock during the 10 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.  Power Up Lending Group, LTD has declared the Company in default of its obligations under the Note.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:18pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On January 17, 2017 Vista Capital Investments, LLC converted $10,000 of its $60,500 note dated March 23, 2016 at a conversion price of $0.01925 for 519,481 shares.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:18pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On January 24, 2017 Tangiers Investment Group, LLC converted $19,943.00 of its $121,000 note dated February 4, 2016 at a conversion price of $0.0175 for 1,139,600 shares.</p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> On January 22, 2018 GHS Investments, LLC. converted $717.20 of its note originally owned by Tangiers Investment Group, LLC <p style="font:10pt Times New Roman;margin:0;text-align:justify"><span style="font:10pt Times New Roman">dated March 24, 2016 at a conversion price of $0.00044 for 1,630,000 common shares. </span></p> <p style="font:10pt Times New Roman;margin:0;margin-left:18pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On March 6, 2018 Power Up Lending Group LTD. converted $1,790.00 of its $53,000 note dated January 5, 2017 at a conversion price of $0.0011 for 1,627,273 common shares.</p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On March 21, 2018 Power Up Lending Group LTD. converted $1,610 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00099 for 1,626,262 common shares. </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On March 23, 2018 Auctus Fund LLC. converted $191 of its $63,250 note dated December 16, 2016 at a conversion price of $0.000117 for 1,631,800 common shares.</p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">During the Quarter ended March 2018, the Company entered into three not convertible Promissory Notes for $10,000, $5,000 and $3,000 with unrelated private parties.  The Notes bear interest at the rate of 4% per annum and are due in June and September 2018.</p> <p style="font:10pt Times New Roman;margin:0"> </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:8pt;text-align:justify"><b>NOTE 4 – DERIVATIVE LIABILITY </b></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify">The Company issued financial instruments in the form of convertible notes with embedded conversion features.  The convertible notes payable has conversion rates which are indexed to the market value of the Company’s common stock price.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify">Price protection clauses of the conversion features of the convertible notes (see Note 3) triggered derivative accounting under GAAP.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify">During the three months ending March 31, 2018, no convertible notes were issued. </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify">The following table represents the Company’s derivative liability activity for the embedded conversion features discussed above:</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000"> </p> <table style="border-collapse:collapse;width:100%;margin-left:22.5pt"><tr style="height:15pt"><td style="background-color:#D7FFD7;white-space:nowrap" valign="bottom"><p style="font:12pt Times New Roman;margin:0;color:#000000"><b>Derivative Liability</b></p> </td><td style="background-color:#D7FFD7;white-space:nowrap" valign="bottom"><p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:center"> </p> </td></tr> <tr style="height:15pt"><td style="white-space:nowrap" valign="bottom"><p style="font:10pt Times New Roman;margin:0;color:#000000">Balance as of December 31, 2017</p> </td><td style="width:9pt;white-space:nowrap" valign="bottom"><p style="font:10pt Times New Roman;margin:0;color:#000000"><kbd style="margin-left:7pt"/>     $  792,898  </p> </td></tr> <tr style="height:15pt"><td style="white-space:nowrap" valign="bottom"><p style="font:10pt Times New Roman;margin:0;color:#000000">Change in the fair value</p> </td><td style="width:81pt;white-space:nowrap" valign="bottom"><p style="font:10pt Times New Roman;margin:0;color:#000000"><kbd style="position:absolute;text-align:right;font:10pt Times New Roman;width:79pt">    4,000,042</kbd> </p> </td></tr> <tr style="height:15.75pt"><td style="background-color:#D7FFD7;white-space:nowrap" valign="bottom"><p style="font:10pt Times New Roman;margin:0;color:#000000">Balance as of March 31, 2018</p> </td><td style="background-color:#D7FFD7;width:81pt;white-space:nowrap;border-top:0.5pt solid #000000;border-bottom:3px double #000000" valign="bottom"><p style="font:10pt Times New Roman;margin:0;color:#000000"><kbd style="position:absolute;font:10pt Times New Roman;margin-left:7pt">$</kbd><kbd style="position:absolute;text-align:right;font:10pt Times New Roman;width:79pt"> 4,792,940</kbd> </p> </td></tr> </table> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:8pt;color:#FF0000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000"> </p> <table style="border-collapse:collapse;width:100%;margin-left:22.5pt"><tr style="height:15pt"><td style="background-color:#D7FFD7;white-space:nowrap" valign="bottom"><p style="font:12pt Times New Roman;margin:0;color:#000000"><b>Derivative Liability</b></p> </td><td style="background-color:#D7FFD7;white-space:nowrap" valign="bottom"><p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:center"> </p> </td></tr> <tr style="height:15pt"><td style="white-space:nowrap" valign="bottom"><p style="font:10pt Times New Roman;margin:0;color:#000000">Balance as of December 31, 2017</p> </td><td style="width:9pt;white-space:nowrap" valign="bottom"><p style="font:10pt Times New Roman;margin:0;color:#000000"><kbd style="margin-left:7pt"/>     $  792,898  </p> </td></tr> <tr style="height:15pt"><td style="white-space:nowrap" valign="bottom"><p style="font:10pt Times New Roman;margin:0;color:#000000">Change in the fair value</p> </td><td style="width:81pt;white-space:nowrap" valign="bottom"><p style="font:10pt Times New Roman;margin:0;color:#000000"><kbd style="position:absolute;text-align:right;font:10pt Times New Roman;width:79pt">    4,000,042</kbd> </p> </td></tr> <tr style="height:15.75pt"><td style="background-color:#D7FFD7;white-space:nowrap" valign="bottom"><p style="font:10pt Times New Roman;margin:0;color:#000000">Balance as of March 31, 2018</p> </td><td style="background-color:#D7FFD7;width:81pt;white-space:nowrap;border-top:0.5pt solid #000000;border-bottom:3px double #000000" valign="bottom"><p style="font:10pt Times New Roman;margin:0;color:#000000"><kbd style="position:absolute;font:10pt Times New Roman;margin-left:7pt">$</kbd><kbd style="position:absolute;text-align:right;font:10pt Times New Roman;width:79pt"> 4,792,940</kbd> </p> </td></tr> </table> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:8pt;color:#FF0000;text-align:justify"> </p> <p style="font:11pt Calibri;margin:0;display:none"> </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:8pt;text-align:justify"><b>NOTE 5 - COMMON STOCK AND COMMON STOCK WARRANTS</b></p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:8pt;text-align:justify"><span style="border-bottom:1px solid #000000">Common Stock Warrants</span></p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:8pt">In December 2010, the Company issued a total of 5,000,000 Common Stock Purchase Warrants. Pursuant to an extension approved by the Board of Directors in June 2015, all Warrants were exercisable at any time prior to November 19, 2017.</p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"><span style="border-bottom:1px solid #000000">Common Stock</span></p> <p style="font:10pt Times New Roman;line-height:8pt;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On January 17, 2017 Vista Capital Investments, LLC converted $10,000 of its $60,500 note dated March 23, 2016 at a conversion price of $0.01925 for 519,481 shares.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:18pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On January 24, 2017 Tangiers Investment Group, LLC converted $19,943 of its $121,000 note dated February 4, 2016 at a conversion price of $0.0175 for 1,139,600 shares.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:18pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On January 30, 2017 Vista Capital converted $14,500 of its $60,500 note dated March 23, 2016 at a conversion price of $0.01375 for 1,054,545 shares.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:18pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On February 22, 2017 Tangiers Investment Group, LLC converted $10,119 of its $121,000 note dated February 4, 2016 at a conversion price of $0.0061 for 1,658,852 shares.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:18pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On March 3, 2017 Vista Capital Investments, LLC converted $5,637.50 of its $60,500 note dated March 23, 2016 at a conversion price of $0.00451 for 1,250,000 shares.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:18pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On March 9, 2017 GHS Investments, LLC converted $4,100 of its $66,500 note it acquired from Tangiers Investment Group, LLC dated March 24, 2016 at a conversion price of $0.0041 for 1,000,000 shares.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:18pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On March 17, 2017 Collier Investments, LLC converted $7,995 of its $75,000 note it acquired from Tangiers Investment Group, LLC dated February 4, 2016 at a conversion price of $0.00410 for 1,950,000 shares.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:18pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On April 7, 2017 GHS Investments, LLC. converted $3,300 of its note originally owned by Tangiers Investment Group, LLC dated March 24, 2016 at a conversion price of $0.0033 for 1,000,000 common shares. </p> <p style="font:10pt Times New Roman;margin:0;margin-left:18pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On July 6, 2017 Power Up Lending Group LTD. converted $1,070 of its $53,000 note dated January 5, 2017 at a conversion price of</p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">$0.00092 for 1,163,043 common shares.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:18pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On July 21, 2017 Power Up Lending Group LTD. converted $795 of its $53,000 note dated January 5, 2017 at a conversion price of </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">$0.00068 for 1,169,118 common shares.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:18pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On August 9, 2017 Power Up Lending Group LTD. converted $765 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00055 for 1,390,625 common shares.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:18pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On August 2, 2017 Power Up Lending Group LTD. converted $770 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00055 for 1,400,000 common shares.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:18pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On August 9, 2017 Power Up Lending Group LTD. converted $770 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00055 for 1,400,000 common shares.</p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On January 2, 2018 Power Up Lending Group LTD. converted $855 of its $53,000 note dated January 5, 2017 at a conversion price of $0 061 for 1,401,639 common shares.</p> <p style="font:10pt Times New Roman;margin:0"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On January 22, 2018 GHS Investments, LLC. converted $717 of its note originally owned by Tangiers Investment Group, LLC dated March 24, 2016 at a conversion price of $0 044 for 1,630,000 common shares. </p> <p style="font:10pt Times New Roman;margin:0;margin-left:18pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On March 6, 2018 Power Up Lending Group LTD. converted $1,790 of its $53,000 note dated January 5, 2017 at a conversion price of $0.0011 for 1,627,273 common shares </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:8pt"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On March 21, 2018 Power Up Lending Group LTD. converted $1,610 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00099 for 1,626,262 common shares. </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:8pt"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On March 23, 2018 Auctus Fund LLC. converted $191 of its $63,250 note dated December 16, 2016 at a conversion price of $0.000117 for 1,631,800 common shares.</p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:8pt"> </p> <p style="font:10pt Times New Roman;margin:0"><b>NOTE 6-PREFERRED STOCK </b></p> <p style="font:10pt Times New Roman;margin:0"> </p> <p style="font:10pt Times New Roman;margin-top:9.75pt;margin-bottom:0pt;text-align:justify">During the year ended December 31, 2014 the Company authorized a total of 20,000,000 Shares of Preferred Stock, $ .0001 par value, which may be issued from time to time and bearing such rights, privileges and preferences as shall be designated by the Board of Directors.  </p> <p style="font:10pt Times New Roman;margin-top:9.75pt;margin-bottom:0pt;text-align:justify">As of December 31, 2015, the Company had issued 4,000 Shares of Preferred Stock, designated as <span style="font-family:Arial">“</span>Cumulative Preference <span style="font-family:Arial">‘</span>A’”, at a price of $1.25 per Share.     The Shares bear an annual coupon of 5%, and are convertible into Shares of Common Stock of the Company at any time commencing one (1) year from the date of issuance at a conversion price of $1.25 per Share</p> <p style="font:10pt Times New Roman;margin-top:12.75pt;margin-bottom:0pt;text-align:justify">In April, 2015, the Corporation authorized the issuance of up to 10,000,000 shares of Preferred Stock to be designated <span style="font-family:Arial">“</span> Series B Preferred Stock<span style="font-family:Arial">”</span>, having a conversion right at the option of the holder beginning one year from the date of issuance, and which shall be convertible into Shares of Common stock at a Conversion Price equal to the closing market Bid price of the Corporation<span style="font-family:Arial">’</span>s Common Stock on the trading date immediately preceding the date of conversion, in accordance with the Certificate of Designation attached hereto and made a part hereof.  In addition, the holder of each Share of Series B Stock shall have the equivalent voting rights of two (2) Shares of Common Stock.  The Preferred B shares certificate of Designation was changed as described below.</p> <p style="font:10pt Times New Roman;margin-top:12.75pt;margin-bottom:0pt;text-align:justify">In August of 2016 the company changed the Certificate of Designation for the Preferred B shares giving the holder 1,000 common votes for every preferred B share held with a conversion right of 100 common shares for every preferred B share held.  Preferred B shares were issued in the second quarter 2017, following the effectiveness of the Information Statement as filed by the Company on Form 14C. Currently this change gives approximately 77% voting control to the two former Board of Directors (if they vote together). </p> <p style="font:10pt Times New Roman;margin-top:9.75pt;margin-bottom:0pt;text-align:justify">On August 4, 2016 the company issued 660,000 shares of preferred series B shares to RP Capital. Each preferred series B is convertible into 100 shares of the company’s common stock, for research and development services.</p> <p style="font:10pt Times New Roman;margin:0"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">In February 2017 the Company’s CEO, James Farinella, assigned his rights to the Voluptas provisional patents that he owns and all intellectual property rights to Voluptas for 2,350,000 preferred B shares of the Company. On May 10, 2017 the provisional patent was updated and refilled increasing the protection covering more than 10 delivery methods. In February 2017 the Company’s Chief Executive Officer, James M. Farinella, was issued 660,000 Preferred B shares. The Company agreed to issue these shares to Mr. Farinella in 2016 for him joining the Company as an Officer and Director. Mr. Farinella surrendered 120,000 Preferred B shares to pay of loans owed to three trust accounts and those trust accounts were issued 40,000 preferred C shares each. At the end of March 31, 2018 Mr. Farinella owned 2,254,200 Shares of Preferred B shares.</p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">In February 2017 the Company’s Chief Operating Officer, Gina Morreale, was issued 240,000 Preferred B shares. The Company agreed to issue these shares to Miss Morreale in 2016 for her joining the Company as an Officer and Director.<span style="font-size:12pt"> </span>Subsequently, Gina Morreale resigned as an officer and director of the Company and relinquished the 240,000 preferred B shares.</p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">In August of 2016 the Company also created a Certificate of Designation for a preferred C class as an investment class of stock that carries no voting rights and converts into 100 shares of common for every preferred C share owned.  Additionally, these shares only allow the holder to convert into common and own no more than 9.9% of the outstanding at any point in time. There are 160,000 Preferred C shares issued and outstanding as of March 31, 2018. </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">As of March 31, 2018, The Company had 4,000 Preferred A shares, 3,550,000 Preferred B shares and 160,000 Preferred C shares. totaling 3,714,000 Preferred shares.  All issued and outstanding Preferred shares have a par value $.0001 per shares.</p> <p style="font:10pt Times New Roman;margin:0"> </p> <p style="font:10pt Times New Roman;margin:0"> </p> <p style="font:10pt Times New Roman;margin:0"><b>NOTE 7– COMMITMENTS AND CONTINGENCIES</b></p> <p style="font:12pt Times New Roman;margin:0"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On September 1, 2015, the Company received notice of an Administrative Complaint filed by the State of Florida Office of Financial Regulation (OFR) concerning certain private placement investments received by the Company during the period from 2011 to 2013 and the applicability of the registration exemption provisions of the Florida Statutes to said investments.  The Company vigorously disputes the legal basis for this Administrative Complaint as it relates to the Company.  Written submissions were presented to the OFR and the OFR designated hearing offer has rendered a recommendation that the Company should be fined in the amount of $980,000. The Company had reached a settlement with the OFR in the amount of $25,000.  The Company was unable to pay the settlement amount and on July 3, 2017 an Order was entered against the Company, and in favor of the ORF, in the full amount sought of $980,000.  As of the date of this Report, no Judgment has been entered. When the company has the resources available it will contact the OFR to try to resurrect the prior settlement.</p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On June 27, 2017 an assignor to the Company’s former auditors (Friedman LLP) filed Suit against the Company in Superior Court of the State of New Jersey, Camden County, for $13,390 in alleged open invoices.  Despite not being properly served the Plaintiff moved for, and received, a default Judgment in the full amount sought.  It is the intention of the Company to move to vacate the Judgment for lack of proper service and based on the Company’s meritorious defenses that: (i) Friedman failed to provide the audit services for which it billed; and more than $5,000 of the amount sought related to services related to another entity.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:15pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On November 21, 2017 Power Up Lending Group, LTD. filed a Complaint in the United States District Court for the Eastern District of New York alleging the Company has defaulted on three convertible promissory notes in the aggregate amount of $155,000.  It is the Company’s position that it has not yet been properly served with the Summons and Complaint.  As of the date of this report, not default or Judgment has been entered. The Company hopes to be able to reach a settlement with Power Up when the Company’s financial condition permits.</p> <p style="font:12pt Times New Roman;margin:0"> </p> <p style="font:12pt Times New Roman;margin:0;display:none"> </p> <p style="font:10pt Times New Roman;margin:0"><b>NOTE 8– SUBSEQUENT EVENTS</b></p> <p style="font:10pt Times New Roman;margin:0"> </p> <p style="font:10pt Times New Roman;margin:0;color:#26282A;text-align:justify">On May 28, 2018, Fernando Lopez resigned as the Chief Operating Officer and Director, of MJ Biotech, Inc. Mr. Lopez' resignation was due to personal reasons and did not reflect any concerns and/or disagreements relating to MJ Biotech, Inc., its operations, policies or practices.  Simultaneous with is resignation, Mr. Lopez will return all company stock issued to him during the tenure of his association with MJ Biotech, Inc.</p> <p style="font:10pt Times New Roman;margin:0;color:#26282A;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On June 4, 2018 the Company formed a new wholly-owned corporation MJ Syndicated, Inc. a Florida corporation, based out of Florida. </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify">During the Quarter ended June 30, 2018 the Company issued Shares for services 4,875,000.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify">During the Quarter ended June 30, 2018 the Company sold 231,200 Preferred B shares for $15,000.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify">During the Quarter ended June 30, 2018 the Company issued Shares 500 Preferred B shares for services.</p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On October 4 the Company executed a non-binding Letter of Intent to acquire an operating Cannabis Farm located in Oregon. The Letter of Intent was accepted by the current owners of the Cannabis Farm.</p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">On October 22, 2018 the Company executed a Joint Venture Agreement with a water distribution Company headquartered in Bulgaria. </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify">As of October 23, 2018, the Binding Letter of Agreement for the proposed acquisition of Zen Hero, Inc., was terminated.</p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:8pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:8pt;text-align:justify">On October 26, 2018 The Companies wholly owned subsidiary MJ Syndicated, Inc a Florida Corporation signed a Joint Venture Agreement with MarijuanaDoctor.com. for the distribution of CBD infused Teas for with MarijuanaDoctor.com. which operates 15 Marijuana Licensing clinics in the state of Florida.      </p> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:8pt"> </p> XML 11 R1.htm IDEA: XBRL DOCUMENT v3.10.0.1
Document and Entity Information - $ / shares
3 Months Ended
Nov. 06, 2018
Mar. 31, 2018
Details    
Registrant Name   MJ BIOTECH, INC.
Registrant CIK   0001543272
SEC Form   10-Q
Period End date   Mar. 31, 2018
Fiscal Year End   --12-31
Trading Symbol   mjtv
Tax Identification Number (TIN)   452282672
Number of common stock shares outstanding 53,348,590  
Filer Category   Non-accelerated Filer
Current with reporting   Yes
Small Business   true
Emerging Growth Company   false
Amendment Flag   false
Document Fiscal Year Focus   2018
Document Fiscal Period Focus   Q1
Entity Incorporation, State Country Name   Wyoming
Local Phone Number   (561) 563-3830
Entity Listing, Par Value Per Share $ 0.0001  
XML 12 R2.htm IDEA: XBRL DOCUMENT v3.10.0.1
Statement of Financial Position - USD ($)
Mar. 31, 2018
Dec. 31, 2017
CURRENT ASSETS    
Cash $ 105 $ 82
Total Current Assets 105 82
TOTAL ASSETS 105 82
CURRENT LIABILITIES    
Accounts payable and accrued expenses 493,347 451,838
Accounts payable - related party 92,007 92,007
Note payable - related party 6,003 2,536
Notes Payable 66,500 49,000
Convertible notes payable (net of discount) 473,984 408,630
Derivative Liability 4,792,940 792,898
Total Current Liabilities 5,924,781 1,796,909
Total Liabilities 5,924,781 1,796,909
Commitments and Contingencies 0 0
STOCKHOLDERS' EQUITY (DEFICIT)    
Preferred stock; $0.0001 par value, 20,000,000 shares authorized, 3,714,000 and 3,554,000 issued or outstanding respectively, as of March 31, 2018 and December 31, 2017 respectively, 372 356
Common stock; $0.0001 par value, 980,000,000 shares authorized, 44,140,257 and 32,303,283 issued and outstanding as of March 31, 2018 and December 31, 2017, respectively 4,415 3,231
Additional paid-in capital 12,723,262 12,659,977
Accumulated deficit (18,652,725) (14,460,391)
Total Stockholders' Equity (Deficit) (5,924,676) (1,796,827)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 105 $ 82
XML 13 R3.htm IDEA: XBRL DOCUMENT v3.10.0.1
Income Statement - USD ($)
3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
Details    
REVENUES $ 0 $ 0
OPERATING EXPENSES    
Management and consulting fees 3,000 0
Shares issued for Consulting 18,056 5,542,000
Professional fees 11,267 0
General and administrative 29,361 127,646
Total Operating Expenses 61,684 5,669,646
OPERATING LOSS (61,684) (5,669,646)
OTHER INCOME (EXPENSE)    
Finance Fees (43,604) (127,340)
Gain (loss) on derivative liability (4,041,308) 96,653
Interest expense (45,737) (126,789)
Interest and Debt Expense (4,130,649) (157,476)
Net loss $ (4,192,334) $ (5,827,122)
BASIC AND DILUTED NET LOSS PER COMMON SHARE $ (0.11) $ (0.28)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 36,792,184 20,583,540
XML 14 R4.htm IDEA: XBRL DOCUMENT v3.10.0.1
Statement of Cash Flows - USD ($)
3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (4,192,334) $ (5,827,122)
Items to reconcile net loss to net cash used in operating activities:    
Change in Debt discount 26,913 9,567
Financing fees, Shares issued and note penalties 43,604 113,278
Shares issued for services 18,056 5,542,123
Change in Derivative Liability 4,041,308 24,348
Increase in accounts payable and accrued liabilities 41,509 3,762
Increase in accounts payable and accrued liabilities - related party 3,467 4,347
Net Cash Used in Operating Activities (17,477) (129,697)
CASH FLOWS FROM FINANCING ACTIVITIES    
Bank Overdraft 0 0
Proceeds (payments) from convertible notes payable 17,500 110,000
Net Cash Provided by Financing Activities 17,500 110,000
Increase (Decrease) in Cash $ 23 $ (19,697)
XML 15 R5.htm IDEA: XBRL DOCUMENT v3.10.0.1
Organization, Consolidation and Presentation of Financial Statements Disclosure
3 Months Ended
Mar. 31, 2018
Notes  
Organization, Consolidation and Presentation of Financial Statements Disclosure

 

1. Nature of Operations and Continuance of Business

 

The financial statements included herein have been prepared by MJ Biotech, Inc. (formerly Michael James Enterprises, Inc.) (the Company”) in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (the SEC”). We suggest that these interim financial statements be read in conjunction with the audited financial statements and notes thereto included in our Form 10-K for the year ended December 31, 2017, as filed with the SEC. We believe that all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein and that the disclosures made are adequate to make the information not misleading. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year as reported in Form 10-K have been omitted.

 

We were a Company focused on developing intellectual property. Since the beginning of the third quarter of 2017, we had changed our focus toward Nutraceuticals. With this change in focus we entered into a “Binding Letter of Agreement” on July 26, 2017 to acquire ZEN HERO, Inc. d/b/a Zen’s Tea House “Zen”.  The business of Zen is a formulator of organic teas and herbs (“Nutraceuticals”) for sale to the public and other businesses. As of October 23, 2018, the Company is no longer pursuing the acquisition of Zen Hero, Inc.

 

Due to the enormous expansion in the cannabis sectors, we have changed our focus to distribution of Hemp (CBD) based Tea products. Pursuant to that we have created a line of CBD infused Teas for distribution through our agreement with MarijuanaDoctor.com. Marijuana Doctor operates 15 clinics in the state of Florida.      

Competition

 

Most of MJ Biotech, Inc.’s competitors are well-established and have substantially greater financial resources than we do. Some of our on-line competitors that sell CBD tea products are “Buddha Teas”, “Canna Teas” and “Kikuko’s delicious Positivi-Tea”. MJ Biotech is currently working on increasing its on-line presence.

 

Governmental regulation

 

While there are currently relatively few laws or regulations directly applicable to Internet access, E-commerce, or commercial search activity, there is increasing awareness and concern regarding some uses of the Internet and other online services, leading federal, state, local, and international governments to consider adopting civil and criminal laws and regulations, amending existing laws and regulations, conducting investigations, or commencing litigation with respect to the Internet and other online services covering issues such as:

·

user privacy;

·

trespass;

·

defamation;

·

database and data protection;

·

limitations on the distribution of materials considered harmful to children;

·

liability for misinformation provided over the web;

·

user protection, pricing, taxation, and advertising restrictions (including, for example, limitation on the advertising on Internet gambling websites or of certain products);

·

delivery of contextual advertisements via connected desktop software;

·

intellectual property ownership and infringement, including liability for listing or linking to third-party websites that include materials infringing copyrights or other rights;

·

distribution, characteristics, and quality of products and services; and

 

other consumer protection laws.

 

Legislation has also been introduced in the U.S. Congress and some state legislatures that is designed to regulate spyware, which does not have a precise definition, but which is often defined as software installed on consumers' computers without their informed consent and designed to gather and, in some cases, disseminate information about those consumers, including personally identifiable information. We do not expect to rely on spyware for any purpose, and it will not be part of our product offerings, but the definition of spyware or proposed legislation relating to spyware may be broadly defined or interpreted to include legitimate ad-serving software, including toolbar offerings and other downloadable software currently provided by our product offerings. Currently, legislation has focused on providing Internet users with notification of and the ability to consent or decline the installation of such software, but there can be no guarantee that future legislation will not provide more burdensome standards by which software can be downloaded onto consumers' computers. We expect that all downloadable software that we will distribute will require an express consent of the consumer and will provide consumers with an easy mechanism to delete the software once downloaded. However, if future legislation is adopted that makes the consent, notice, or uninstall procedures more onerous, we may have to develop new technology or methods to provide our services or discontinue those services in some jurisdictions or altogether. There is no guarantee we will be able to develop this new technology at all or in a timely fashion or on commercially reasonable terms. The adoption of any additional laws or regulations, application of existing laws to the Internet generally or our industry, or any governmental investigation or litigation related to the Internet generally, our industry, or our services may decrease the growth of the Internet or other online services.

 

Federal regulation and enforcement may adversely affect the implementation of medical and recreational marijuana laws and regulations may negatively impact our revenues and profits.  Currently, there are 29 states plus the District of Columbia that have laws and/or regulations that recognize, in one form or another, legitimate medical and/or recreational uses for cannabis and consumer use of cannabis. Many other states are considering similar legislation. Conversely, under the Controlled Substance Act (the “CSA”), 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  marijuana products, 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 possession of  marijuana in violation of federal law with respect to any inventory or business operations or we may be deemed to be facilitating the selling or distribution, or aiding and abetting the selling or distribution, of drug paraphernalia 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 U.S. Supreme Court declined to hear a case brought by San Diego County, California that sought to establish federal preemption over state medical marijuana laws. The preemption claim was rejected by every court that reviewed the case. The California 4th District Court of Appeals wrote in its unanimous ruling, “Congress does not have the authority to compel the states to direct their law enforcement personnel to enforce federal laws.” However, in another case, the U.S. Supreme Court held that, as long as the CSA contains prohibitions against marijuana, under the Commerce Clause of the United States Constitution, the United States may criminalize the production and use of homegrown cannabis even where states approve its use for medical purposes.

 

In an effort to provide guidance to federal law enforcement, the Department of Justice (the “DOJ”) has issued Guidance Regarding Marijuana Enforcement to all United States Attorneys in a memorandum from Deputy Attorney General David Ogden on October 19, 2009, in a memorandum from Deputy Attorney General James Cole on June 29, 2011 and in a memorandum from Deputy Attorney General James Cole on August 29, 2013. Each memorandum provides that the DOJ is committed to the enforcement of the CSA, but, the DOJ is also committed to using its limited investigative and prosecutorial resources to address the most significant threats in the most effective, consistent and rational way.

 

The August 29, 2013 memorandum provides updated guidance to federal prosecutors concerning marijuana enforcement in light of state laws legalizing medical and recreational marijuana possession in small amounts.

 

The memorandum sets forth certain enforcement priorities that are important to the federal government:

 

Distribution of marijuana to children; 

Revenue from the sale of marijuana going to criminals; 

Diversion of medical marijuana from states where it is legal to states where it is not; 

Using state authorized marijuana activity as a pretext of other illegal drug activity; 

Preventing violence in the cultivation and distribution of marijuana; 

Preventing drugged driving; 

Growing marijuana on federal property; and 

Preventing possession or use of marijuana on federal property. 

The plan of reorganization provided for the acquisition by SGO of a new, unrelated, retail business and the spin-off of all of the various elements of SGO's spice business to four different entities. The plan of reorganization called for the spin-off of SGO's manufacturing business to our company, the incorporation of our company, and the distribution of shares of our common stock to the bankruptcy creditors. The plan required us to issue 1,180,000 shares of our common stock and distribute these to SGO's general unsecured creditors,

to its administrative creditors, and to its shareholders. The shares were distributed pursuant to Section 1145 of the U.S. Bankruptcy Code.

 

The Court also ordered the distribution of warrants to all administrative creditors of SGO, with these creditors to receive five warrants exercisable into shares of our common stock for each $0.05 of SGO's administrative debt which they held. All warrants were exercisable at any time prior to November 19, 2017.  No Warrants were exercised prior to their expiration.

 

On October 20, 2012, we acquired from James M. Palladino, then an unrelated third party, the URL domain name and websites of bullsnbears.com for $150,000. Following this asset purchase we were no longer considered a “shell company.” On October 23, 2012, our former officers and directors resigned and certain of the then officers and directors were appointed, with the balance of our directors being newly appointed in December 2012.

 

In November 2012 we changed our name to BullsnBears.com, Inc. Effective December 11, 2015, we changed our name to Michael James Enterprises, Inc., and entered into an Agreement for Plan of Merger and Reorganization between the Company and Michael James Enterprises, Inc., a Nevada corporation.  

 

Prior to that, effective December 11, 2015, the Company filed an Amendment to the Company’s Articles of Incorporation changing the Company’s name to “Michael James Enterprises Inc.” and filed with FINRA for a new stock ticker symbol “MJTV”.

 

On December 31, 2015, the Company formed a new wholly-owned company, BullsnBears Holdings, LLC., for the purpose of holding the Companys intellectual property assets.  As contractually agreed to, the Company's wholly-owned subsidiary, BullsnBears, Holdings LLC. was spun off in its entirety including all of the assets and liabilities of the subsidiary including certain liabilities of the parent company that were incurred by the previous management including BullsnBears Holdings, LLC. Intellectual Property assets, including its websites, URL’s, and proprietary software, were transferred through a share dividend to MJTV shareholders of record as of the close of business on December 28, 2016, with one share of BullsnBears Holdings, LLC.  Common Stock distributed for each one share of MJTV Common Stock owned as of the record date.  Distribution of the shares took place on December 28, 2016.

 

On August 4, 2016, the company’s Board of Directors approved an asset purchase agreement with RP Capital Group, Ltd. to acquire all rights and title to the studies and intellectual property to a dronabinol based treatment for sleep apnea. This acquisition substituted the contemplated acquisition of Michael James Enterprise, Inc., a Nevada corporation acquisition that did not move forward as the acne-based product it was bringing to market had experienced several significant setbacks and the Board of Directors has determined that the proposed agreement was not in the best interest of the Company and its shareholders.

 

Since August of 2016 the Company created the alchemy of essential oils called LUNA to help a person relax and hopefully achieve better sleep. Additionally, the Company’s then CEO, James M. Farinella, designed a creative noninvasive delivery system for an active ingredient which was assigned to the company by the then CEO in exchange for 2,350,000 Preferred B shares. This product VOLUPTAS, now patent pending with a filing for a trademark on the Name VOLUPTAS.

 

On December 28, 2016 the Company's wholly-owned subsidiary, BullsnBears Holdings, Inc., (BNBI) was spun off spun-off through a share dividend to BNBI shareholders of record as of the close of business, with one share of BullsnBears Holdings Common Stock distributed for each one share of MJTV Common Stock owned as of the record date. Distribution of the shares is the responsibility of BullsnBears Holdings, Inc. and will take place upon the effectiveness of a Registration Statement filed with the U.S. Securities and Exchange Commission.

 

On April 12, 2017, the Company changes its name to MJ Biotech, Inc. to better represent the new direction of the Company. MJ Biotech has also changed its state of incorporation to the state of Wyoming. The change of domicile took place on August 25, 2017.

On July 26, 2017, the Company entered into a “Binding Letter of Agreement” for the acquisition of ZEN HERO, Inc. d/b/a Zen’s Tea House. The business of ZEN HERO is a formulator of Organic Teas for sale to the public and other businesses. The transaction was anticipated to close within ninety (90) days of the execution of the Binding Letter of Agreement.  The proposed purchase price is a combination of cash ($750,000) and stock. $400,000 is payable on closing with the balance to be paid based on performance milestones. Zen Hero is a company that sells its own line of medicinal teas. Based on Un-Audited financial statements, Zen Hero generates more than $100,000 per month in sales and is profitable. The acquisition has not closed as of the date of this Report.  As of October 23, 2018, this Binding Letter of Agreement for the proposed acquisition of Zen Hero, Inc., is terminated.

 

 

Going Concern

 

The Company's financial statements are prepared using Generally Accepted Accounting Principles applicable to a going concern          that contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has recently accumulated significant losses and has negative working capital. All of these items raise substantial doubt about its ability to continue as a going concern. Management's plans with respect to alleviating the adverse financial conditions that caused management to express substantial doubt about the Company's ability to continue as a going concern are as follows:

We have incurred net losses of $18,652,725 since inception through March 31, 2018. The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2017 contains an explanatory paragraph regarding our ability to continue as a going concern based upon our loss from operations and working capital deficit. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to generate revenues or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company.

 

The Company is currently trying to raise new debt or equity for acquisitions regarding setting up a facility for the manufacturing nutraceutical Tea’s and Herb’s infused with CBD oils and powders If the Company is not successful in the development and implementation of a concept which produces positive cash flows from operations, the Company may be forced to continue to raise additional equity or debt financing to fund its ongoing obligations or risk ceasing doing business.

There can be no assurance that the Company will be able to achieve its business plans, raise any more required capital or secure the financing necessary to achieve its current operating plan. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations.

 

Basic and Diluted Loss Per Share

The Company presents both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible securities, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had net losses as of March 31, 2018 of $4,192,334 and March 31, 2017 of $5,827,122 so the diluted EPS excluded all dilutive potential shares in the diluted EPS because their effect is anti-dilutive. The Company had outstanding warrants to purchase 5,000,000 shares of common stock which expired November 2017. The Company also had outstanding and convertible notes of $473,984 that could be converted into additional shares as of March 31, 2018.

 

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Fair Value of Financial Instruments

The Financial Accounting Standards Board issued   ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements.  FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.  FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

 

- Level 1:  Quoted prices in active markets for identical assets or liabilities.

- Level 2:  Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

 

- Level 3:  Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The carrying amounts of the Company’s financial instruments as of March 31, 2018, reflect:

Cash:  Level 1   Measurement based on bank reporting. 

    Level 2   Loans from Officers and related parties 

 Level 2   Based on promissory notes. 

      Level 3 Derivative Liabilities 

 

 

Derivative Liabilities

 

Certain of the Company’s convertible notes payable described in Note 4 contain conversion features that qualify for embedded derivative classification. The Company accounts for the embedded derivative features in its convertible debentures in accordance FASB ASC 815-10-Derivatives and Hedging, which requires a periodic valuation of their fair value and a corresponding recognition of liabilities associated with such derivatives. The recognition of derivative liabilities related to the issuance of the convertible debt is applied first to the proceeds of such issuance as a debt discount, at the date of issuance, and the excess of derivative liabilities over the proceeds is recognized as a “Loss on Derivative Liability” in other expense. The fair value of these liabilities will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments.

 

 

 

.New Accounting Pronouncements

 

In February 2016, the FASB issued ASU No. 2016-02, Leases, which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 with early adoption permitted. Under Accounting Standards Update 2016-02, lessees will be required to recognize for all leases at the commencement date a lease liability, which is a lessee’s obligation to make lease payments arising from a lease measured on a discounted basis, and a right-to-use asset, which is an asset that represents the lessee’s right to use or control the use of a specified asset for the lease term.  The Company is currently evaluating the effect that the new guidance will have on its financial statements and related disclosures.

 

In May 2017, the FASB amended authoritative guidance on modifications related to stock compensation, codified in ASC 718, Compensation - Stock Compensation. The amendments provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting. The guidance is effective for the Company as of the first quarter of its fiscal year ending January 31, 2019. The Company does not believe the update will have a material impact on its financial statements.

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on the Company’s financial statements or its financial position or results of operations.

 

XML 16 R6.htm IDEA: XBRL DOCUMENT v3.10.0.1
Income Tax Disclosure
3 Months Ended
Mar. 31, 2018
Notes  
Income Tax Disclosure

 

Income Taxes

Federal Income taxes are not currently due since we have had losses since inception.

 

On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted.  Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018.  The Company will compute its income tax expense for the years ended December 31, 2017 and 2016 using a Federal Tax Rate of 21%.

 

Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition.  Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end.  A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard required by ASC 740-10-25-5.

 

Deferred income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes.

As of March 31, 2018, we had a net operating loss carry-forward of approximately $(9,017,648) and a deferred tax asset of approximately $1,893,706 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years.  However, due to the uncertainty of future events we have booked valuation allowance of $(1,893,706).  FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  At March 31, 2018 the Company had not taken any tax positions that would require disclosure under FASB ASC 740.

 

 

 

 

 

 

 

 

March 31, 2018

December 31, 2017

Deferred Tax Asset

 $ 1,893,706 

 $1,013,316 

Valuation Allowance

  (1,893,706)

  (1,013,316)

Deferred Tax Asset (Net)

$                            -

$                            -

.

Although Management believes that its estimates are reasonable, no assurance can be given that the final tax outcome of these matters will not be different than that which is reflected in our tax provisions. Ultimately, the actual tax benefits to be realized will be based upon future taxable earnings levels, which are very difficult to predict.

 

No provision was made for federal income tax, since the Company had an overall net operating loss and has accumulated net operating loss carryforwards.

 

No income tax expense has been realized as a result of operations and no income tax penalties and/or interest have been accrued related to uncertain tax positions.  The Company files income tax returns in the U.S. federal jurisdiction and in the State of California.  These filings are subject to a three-year statute of limitations.  The Company’s evaluation of income tax positions included the years ended December 15 through 2017 could be subject to agency examinations.  No filings are currently under examination.  No adjustments have been made to reduce the estimated income tax benefit at fiscal year-end or at the quarterly reporting dates.  Any valuations relating to these income tax provisions will comply with U.S. generally accepted accounting principles.

 

 

XML 17 R7.htm IDEA: XBRL DOCUMENT v3.10.0.1
Related Party Transactions Disclosure
3 Months Ended
Mar. 31, 2018
Notes  
Related Party Transactions Disclosure

 

NOTE 2 - RELATED PARTY TRANSACTIONS

Management Services

As of March 31, 2018, the company owes Integrated Capital Partners, Inc. (Nevada) $70,596 in expenses paid for the Company. The Company’s former CEO (James Farinella) is the controlling shareholder of Integrated Capital Partners, Inc. (Nevada).

In February 2017 the Company’s then CEO, James Farinella, assigned his rights to the Voluptas provisional patents that he owns and all intellectual property rights to Voluptas for 2,350,000 preferred B shares of the Company. On May 10, 2017 the provisional patent was updated and re-filed increasing the protection covering more than 10 delivery methods. Mr. Farinella surrendered 120,000 Preferred B shares to pay off loans owed to three trust accounts and those trust accounts were issued 40,000 preferred C shares each. James Farinella now owns 2,890,000 preferred B shares of the Company. James Farinella also retired 8,425,000 common shares and now owns no common shares of the Company. As of March 31, 2018 , the company owes the former CEO (James Farinella) of the Company $15,434 in expenses paid for the Company.

 

In February 2017 the Company’s Chief Operating Officer, Gina Morreale, was issued 240,000 Preferred B shares. The Company agreed to issue these shares to Miss Morreale in 2016 for her joining the Company as an Officer and Director. Subsequently, Gina Morreale resigned as an officer and director of the Company and relinquished the 240,000 preferred B shares.

Formation of New Subsidiary

 

On June 4, 2018 the Company formed a new wholly-owned corporation MJ Syndicated, Inc. a Florida corporation, based out of Florida

 

XML 18 R8.htm IDEA: XBRL DOCUMENT v3.10.0.1
Debt Disclosure
3 Months Ended
Mar. 31, 2018
Notes  
Debt Disclosure On February 4, 2016, the Company entered into a $121,000 10% Convertible Promissory Note with Tangiers Investment Group, LLC, a non-affiliate.  The term is for one year, with an original issuance discount of $11,000 for due diligence and legal costs.  The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 50% of the

lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.

 

On March 23, 2016, the Company entered into a $60,500 10% Convertible Promissory Note with Vista Capital Investments, LLC. a non-affiliate.  The term is for two years, with an original issuance discount of $5,500 for due diligence and legal costs.  The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 55% of the lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability. In connection with the note payable the Company is obligated to issue 200,000 shares of common stock that was valued at $120,000. Out of the full consideration $55,000 was recorded as debt discount and the remaining $65,000 was included in interest expense.

 

On March 24, 2016, the Company entered into a $60,500 10% Convertible Promissory Note with Tangiers Investment Group, LLC, a non-affiliate.  The term is for one year, with an original issuance discount of $5,500 for due diligence and legal costs.  The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 55% of the lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.

 

On December 5, 2016, the Company entered into a $79,000 10% Convertible Promissory Note with GHS Investments, LLC, a non-affiliate.  The term is for eight months, with an original issuance discount of $9,000 for due diligence and legal costs.  The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to the lower of $.09 or 55% of the lowest trading price of the Company’s Common Stock during the 20 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.

 

On December 16, 2016, the Company entered into a $63,250 12% Convertible Promissory Note with Auctus Fund, LLC, a non-affiliate.  The term is for nine months, with an original issuance discount of $8,250 for due diligence and legal costs.  The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to the lower of $.09 or 50% of the lowest trading price of the Company’s Common Stock during the 25 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.

 

On January 5, 2017, the Company entered into a $53,000 8% Convertible Promissory Note with Power Up Lending Group, LTD, a non-affiliate.  The term of the Note is for 9 months, with an original issuance discount of $3,000 for due diligence and legal costs.  The Note is convertible after 180days into Common Stock of the Company at a conversion price which shall be equal to 55% of the average of the three lowest trading prices of the Company’s Common Stock during the 10 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.  Power Up Lending Group, LTD has declared the Company in default of its obligations under the Note.

 

On March 7, 2017, the Company entered into a $25,000 12% Convertible Promissory Note with Vista Capital Investments, LLC, a non-affiliate.  The term of the Note is for two years, with an original issuance discount of $5,000 for due diligence and legal costs.  The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 50% of the lowest trading price of the Company’s Common Stock during the 25 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.

 

On March 7, 2017, the Company entered into a $5,000,000 equity line with Tangier Investment Group, LLC which will require a registration statement to be filed. The Company no longer intends to move forward on the equity line.  As part of the Equity line the Company entered into a commitment note for $29,000 with no interest.  The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price, which shall be equal to 50% of the lowest trading price of the Company’s Common Stock during the 25 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.

 

On March 13, 2017 the Company entered into a $43,000 8% Convertible Promissory Note with PowerUp Lending Group, LTD, a non-affiliate. The term of the Note is for 9 months, with an original issuance discount of $3,000 for due diligence and legal costs.  The Note is convertible after 180 days into Common Stock of the Company at a conversion price which shall be equal to 55% of the average of the three lowest trading prices of the Company’s Common Stock during the 10 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability.  Power Up Lending Group, LTD has declared the Company in default of its obligations under the Note.

 

On January 17, 2017 Vista Capital Investments, LLC converted $10,000 of its $60,500 note dated March 23, 2016 at a conversion price of $0.01925 for 519,481 shares.

 

On January 24, 2017 Tangiers Investment Group, LLC converted $19,943.00 of its $121,000 note dated February 4, 2016 at a conversion price of $0.0175 for 1,139,600 shares.

 

On January 22, 2018 GHS Investments, LLC. converted $717.20 of its note originally owned by Tangiers Investment Group, LLC

dated March 24, 2016 at a conversion price of $0.00044 for 1,630,000 common shares.

 

On March 6, 2018 Power Up Lending Group LTD. converted $1,790.00 of its $53,000 note dated January 5, 2017 at a conversion price of $0.0011 for 1,627,273 common shares.

 

On March 21, 2018 Power Up Lending Group LTD. converted $1,610 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00099 for 1,626,262 common shares.

 

On March 23, 2018 Auctus Fund LLC. converted $191 of its $63,250 note dated December 16, 2016 at a conversion price of $0.000117 for 1,631,800 common shares.

 

During the Quarter ended March 2018, the Company entered into three not convertible Promissory Notes for $10,000, $5,000 and $3,000 with unrelated private parties.  The Notes bear interest at the rate of 4% per annum and are due in June and September 2018.

 

NOTE 4 – DERIVATIVE LIABILITY

The Company issued financial instruments in the form of convertible notes with embedded conversion features.  The convertible notes payable has conversion rates which are indexed to the market value of the Company’s common stock price.

 

Price protection clauses of the conversion features of the convertible notes (see Note 3) triggered derivative accounting under GAAP.

 

During the three months ending March 31, 2018, no convertible notes were issued.

 

The following table represents the Company’s derivative liability activity for the embedded conversion features discussed above:

 

 

Derivative Liability

 

Balance as of December 31, 2017

    $  792,898  

Change in the fair value

   4,000,042 

Balance as of March 31, 2018

$ 4,792,940 

 

XML 19 R9.htm IDEA: XBRL DOCUMENT v3.10.0.1
Stockholders' Equity Note Disclosure
3 Months Ended
Mar. 31, 2018
Notes  
Stockholders' Equity Note Disclosure

 

NOTE 5 - COMMON STOCK AND COMMON STOCK WARRANTS

Common Stock Warrants

In December 2010, the Company issued a total of 5,000,000 Common Stock Purchase Warrants. Pursuant to an extension approved by the Board of Directors in June 2015, all Warrants were exercisable at any time prior to November 19, 2017.

Common Stock

 

On January 17, 2017 Vista Capital Investments, LLC converted $10,000 of its $60,500 note dated March 23, 2016 at a conversion price of $0.01925 for 519,481 shares.

 

On January 24, 2017 Tangiers Investment Group, LLC converted $19,943 of its $121,000 note dated February 4, 2016 at a conversion price of $0.0175 for 1,139,600 shares.

 

On January 30, 2017 Vista Capital converted $14,500 of its $60,500 note dated March 23, 2016 at a conversion price of $0.01375 for 1,054,545 shares.

 

On February 22, 2017 Tangiers Investment Group, LLC converted $10,119 of its $121,000 note dated February 4, 2016 at a conversion price of $0.0061 for 1,658,852 shares.

 

On March 3, 2017 Vista Capital Investments, LLC converted $5,637.50 of its $60,500 note dated March 23, 2016 at a conversion price of $0.00451 for 1,250,000 shares.

 

On March 9, 2017 GHS Investments, LLC converted $4,100 of its $66,500 note it acquired from Tangiers Investment Group, LLC dated March 24, 2016 at a conversion price of $0.0041 for 1,000,000 shares.

 

On March 17, 2017 Collier Investments, LLC converted $7,995 of its $75,000 note it acquired from Tangiers Investment Group, LLC dated February 4, 2016 at a conversion price of $0.00410 for 1,950,000 shares.

 

On April 7, 2017 GHS Investments, LLC. converted $3,300 of its note originally owned by Tangiers Investment Group, LLC dated March 24, 2016 at a conversion price of $0.0033 for 1,000,000 common shares.

 

On July 6, 2017 Power Up Lending Group LTD. converted $1,070 of its $53,000 note dated January 5, 2017 at a conversion price of

$0.00092 for 1,163,043 common shares.

 

 

On July 21, 2017 Power Up Lending Group LTD. converted $795 of its $53,000 note dated January 5, 2017 at a conversion price of

$0.00068 for 1,169,118 common shares.

 

On August 9, 2017 Power Up Lending Group LTD. converted $765 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00055 for 1,390,625 common shares.

 

On August 2, 2017 Power Up Lending Group LTD. converted $770 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00055 for 1,400,000 common shares.

 

On August 9, 2017 Power Up Lending Group LTD. converted $770 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00055 for 1,400,000 common shares.

 

On January 2, 2018 Power Up Lending Group LTD. converted $855 of its $53,000 note dated January 5, 2017 at a conversion price of $0 061 for 1,401,639 common shares.

 

On January 22, 2018 GHS Investments, LLC. converted $717 of its note originally owned by Tangiers Investment Group, LLC dated March 24, 2016 at a conversion price of $0 044 for 1,630,000 common shares.

 

On March 6, 2018 Power Up Lending Group LTD. converted $1,790 of its $53,000 note dated January 5, 2017 at a conversion price of $0.0011 for 1,627,273 common shares

 

On March 21, 2018 Power Up Lending Group LTD. converted $1,610 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00099 for 1,626,262 common shares.

 

On March 23, 2018 Auctus Fund LLC. converted $191 of its $63,250 note dated December 16, 2016 at a conversion price of $0.000117 for 1,631,800 common shares.

 

NOTE 6-PREFERRED STOCK

 

During the year ended December 31, 2014 the Company authorized a total of 20,000,000 Shares of Preferred Stock, $ .0001 par value, which may be issued from time to time and bearing such rights, privileges and preferences as shall be designated by the Board of Directors.  

As of December 31, 2015, the Company had issued 4,000 Shares of Preferred Stock, designated as Cumulative Preference A’”, at a price of $1.25 per Share.     The Shares bear an annual coupon of 5%, and are convertible into Shares of Common Stock of the Company at any time commencing one (1) year from the date of issuance at a conversion price of $1.25 per Share

In April, 2015, the Corporation authorized the issuance of up to 10,000,000 shares of Preferred Stock to be designated Series B Preferred Stock, having a conversion right at the option of the holder beginning one year from the date of issuance, and which shall be convertible into Shares of Common stock at a Conversion Price equal to the closing market Bid price of the Corporations Common Stock on the trading date immediately preceding the date of conversion, in accordance with the Certificate of Designation attached hereto and made a part hereof.  In addition, the holder of each Share of Series B Stock shall have the equivalent voting rights of two (2) Shares of Common Stock.  The Preferred B shares certificate of Designation was changed as described below.

In August of 2016 the company changed the Certificate of Designation for the Preferred B shares giving the holder 1,000 common votes for every preferred B share held with a conversion right of 100 common shares for every preferred B share held.  Preferred B shares were issued in the second quarter 2017, following the effectiveness of the Information Statement as filed by the Company on Form 14C. Currently this change gives approximately 77% voting control to the two former Board of Directors (if they vote together).

On August 4, 2016 the company issued 660,000 shares of preferred series B shares to RP Capital. Each preferred series B is convertible into 100 shares of the company’s common stock, for research and development services.

 

In February 2017 the Company’s CEO, James Farinella, assigned his rights to the Voluptas provisional patents that he owns and all intellectual property rights to Voluptas for 2,350,000 preferred B shares of the Company. On May 10, 2017 the provisional patent was updated and refilled increasing the protection covering more than 10 delivery methods. In February 2017 the Company’s Chief Executive Officer, James M. Farinella, was issued 660,000 Preferred B shares. The Company agreed to issue these shares to Mr. Farinella in 2016 for him joining the Company as an Officer and Director. Mr. Farinella surrendered 120,000 Preferred B shares to pay of loans owed to three trust accounts and those trust accounts were issued 40,000 preferred C shares each. At the end of March 31, 2018 Mr. Farinella owned 2,254,200 Shares of Preferred B shares.

 

 

In February 2017 the Company’s Chief Operating Officer, Gina Morreale, was issued 240,000 Preferred B shares. The Company agreed to issue these shares to Miss Morreale in 2016 for her joining the Company as an Officer and Director. Subsequently, Gina Morreale resigned as an officer and director of the Company and relinquished the 240,000 preferred B shares.

 

In August of 2016 the Company also created a Certificate of Designation for a preferred C class as an investment class of stock that carries no voting rights and converts into 100 shares of common for every preferred C share owned.  Additionally, these shares only allow the holder to convert into common and own no more than 9.9% of the outstanding at any point in time. There are 160,000 Preferred C shares issued and outstanding as of March 31, 2018.

 

As of March 31, 2018, The Company had 4,000 Preferred A shares, 3,550,000 Preferred B shares and 160,000 Preferred C shares. totaling 3,714,000 Preferred shares.  All issued and outstanding Preferred shares have a par value $.0001 per shares.

 

XML 20 R10.htm IDEA: XBRL DOCUMENT v3.10.0.1
Commitments and Contingencies Disclosure
3 Months Ended
Mar. 31, 2018
Notes  
Commitments and Contingencies Disclosure

 

NOTE 7– COMMITMENTS AND CONTINGENCIES

 

On September 1, 2015, the Company received notice of an Administrative Complaint filed by the State of Florida Office of Financial Regulation (OFR) concerning certain private placement investments received by the Company during the period from 2011 to 2013 and the applicability of the registration exemption provisions of the Florida Statutes to said investments.  The Company vigorously disputes the legal basis for this Administrative Complaint as it relates to the Company.  Written submissions were presented to the OFR and the OFR designated hearing offer has rendered a recommendation that the Company should be fined in the amount of $980,000. The Company had reached a settlement with the OFR in the amount of $25,000.  The Company was unable to pay the settlement amount and on July 3, 2017 an Order was entered against the Company, and in favor of the ORF, in the full amount sought of $980,000.  As of the date of this Report, no Judgment has been entered. When the company has the resources available it will contact the OFR to try to resurrect the prior settlement.

 

On June 27, 2017 an assignor to the Company’s former auditors (Friedman LLP) filed Suit against the Company in Superior Court of the State of New Jersey, Camden County, for $13,390 in alleged open invoices.  Despite not being properly served the Plaintiff moved for, and received, a default Judgment in the full amount sought.  It is the intention of the Company to move to vacate the Judgment for lack of proper service and based on the Company’s meritorious defenses that: (i) Friedman failed to provide the audit services for which it billed; and more than $5,000 of the amount sought related to services related to another entity.

 

On November 21, 2017 Power Up Lending Group, LTD. filed a Complaint in the United States District Court for the Eastern District of New York alleging the Company has defaulted on three convertible promissory notes in the aggregate amount of $155,000.  It is the Company’s position that it has not yet been properly served with the Summons and Complaint.  As of the date of this report, not default or Judgment has been entered. The Company hopes to be able to reach a settlement with Power Up when the Company’s financial condition permits.

 

XML 21 R11.htm IDEA: XBRL DOCUMENT v3.10.0.1
Subsequent Events
3 Months Ended
Mar. 31, 2018
Notes  
Subsequent Events

 

NOTE 8– SUBSEQUENT EVENTS

 

On May 28, 2018, Fernando Lopez resigned as the Chief Operating Officer and Director, of MJ Biotech, Inc. Mr. Lopez' resignation was due to personal reasons and did not reflect any concerns and/or disagreements relating to MJ Biotech, Inc., its operations, policies or practices.  Simultaneous with is resignation, Mr. Lopez will return all company stock issued to him during the tenure of his association with MJ Biotech, Inc.

 

On June 4, 2018 the Company formed a new wholly-owned corporation MJ Syndicated, Inc. a Florida corporation, based out of Florida.

 

During the Quarter ended June 30, 2018 the Company issued Shares for services 4,875,000.

 

During the Quarter ended June 30, 2018 the Company sold 231,200 Preferred B shares for $15,000.

 

During the Quarter ended June 30, 2018 the Company issued Shares 500 Preferred B shares for services.

 

On October 4 the Company executed a non-binding Letter of Intent to acquire an operating Cannabis Farm located in Oregon. The Letter of Intent was accepted by the current owners of the Cannabis Farm.

 

On October 22, 2018 the Company executed a Joint Venture Agreement with a water distribution Company headquartered in Bulgaria.

 

As of October 23, 2018, the Binding Letter of Agreement for the proposed acquisition of Zen Hero, Inc., was terminated.

 

On October 26, 2018 The Companies wholly owned subsidiary MJ Syndicated, Inc a Florida Corporation signed a Joint Venture Agreement with MarijuanaDoctor.com. for the distribution of CBD infused Teas for with MarijuanaDoctor.com. which operates 15 Marijuana Licensing clinics in the state of Florida.      

 

XML 22 R12.htm IDEA: XBRL DOCUMENT v3.10.0.1
Organization, Consolidation and Presentation of Financial Statements Disclosure: Substantial Doubt about Going Concern (Policies)
3 Months Ended
Mar. 31, 2018
Policies  
Substantial Doubt about Going Concern

 

Going Concern

 

The Company's financial statements are prepared using Generally Accepted Accounting Principles applicable to a going concern          that contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has recently accumulated significant losses and has negative working capital. All of these items raise substantial doubt about its ability to continue as a going concern. Management's plans with respect to alleviating the adverse financial conditions that caused management to express substantial doubt about the Company's ability to continue as a going concern are as follows:

We have incurred net losses of $18,652,725 since inception through March 31, 2018. The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2017 contains an explanatory paragraph regarding our ability to continue as a going concern based upon our loss from operations and working capital deficit. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to generate revenues or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company.

 

The Company is currently trying to raise new debt or equity for acquisitions regarding setting up a facility for the manufacturing nutraceutical Tea’s and Herb’s infused with CBD oils and powders If the Company is not successful in the development and implementation of a concept which produces positive cash flows from operations, the Company may be forced to continue to raise additional equity or debt financing to fund its ongoing obligations or risk ceasing doing business.

There can be no assurance that the Company will be able to achieve its business plans, raise any more required capital or secure the financing necessary to achieve its current operating plan. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations.

 

XML 23 R13.htm IDEA: XBRL DOCUMENT v3.10.0.1
Organization, Consolidation and Presentation of Financial Statements Disclosure: Earnings Per Share, Policy (Policies)
3 Months Ended
Mar. 31, 2018
Policies  
Earnings Per Share, Policy

Basic and Diluted Loss Per Share

The Company presents both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible securities, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had net losses as of March 31, 2018 of $4,192,334 and March 31, 2017 of $5,827,122 so the diluted EPS excluded all dilutive potential shares in the diluted EPS because their effect is anti-dilutive. The Company had outstanding warrants to purchase 5,000,000 shares of common stock which expired November 2017. The Company also had outstanding and convertible notes of $473,984 that could be converted into additional shares as of March 31, 2018.

 

XML 24 R14.htm IDEA: XBRL DOCUMENT v3.10.0.1
Organization, Consolidation and Presentation of Financial Statements Disclosure: Use of Estimates, Policy (Policies)
3 Months Ended
Mar. 31, 2018
Policies  
Use of Estimates, Policy

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

XML 25 R15.htm IDEA: XBRL DOCUMENT v3.10.0.1
Organization, Consolidation and Presentation of Financial Statements Disclosure: Fair Value Measurement, Policy (Policies)
3 Months Ended
Mar. 31, 2018
Policies  
Fair Value Measurement, Policy

 

Fair Value of Financial Instruments

The Financial Accounting Standards Board issued   ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements.  FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.  FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

 

- Level 1:  Quoted prices in active markets for identical assets or liabilities.

- Level 2:  Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

 

- Level 3:  Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The carrying amounts of the Company’s financial instruments as of March 31, 2018, reflect:

Cash:  Level 1   Measurement based on bank reporting. 

    Level 2   Loans from Officers and related parties 

 Level 2   Based on promissory notes. 

      Level 3 Derivative Liabilities 

 

XML 26 R16.htm IDEA: XBRL DOCUMENT v3.10.0.1
Organization, Consolidation and Presentation of Financial Statements Disclosure: Debt, Policy (Policies)
3 Months Ended
Mar. 31, 2018
Policies  
Debt, Policy

 

Derivative Liabilities

 

Certain of the Company’s convertible notes payable described in Note 4 contain conversion features that qualify for embedded derivative classification. The Company accounts for the embedded derivative features in its convertible debentures in accordance FASB ASC 815-10-Derivatives and Hedging, which requires a periodic valuation of their fair value and a corresponding recognition of liabilities associated with such derivatives. The recognition of derivative liabilities related to the issuance of the convertible debt is applied first to the proceeds of such issuance as a debt discount, at the date of issuance, and the excess of derivative liabilities over the proceeds is recognized as a “Loss on Derivative Liability” in other expense. The fair value of these liabilities will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments.

 

XML 27 R17.htm IDEA: XBRL DOCUMENT v3.10.0.1
Organization, Consolidation and Presentation of Financial Statements Disclosure: New Accounting Pronouncements, Policy (Policies)
3 Months Ended
Mar. 31, 2018
Policies  
New Accounting Pronouncements, Policy

 

.New Accounting Pronouncements

 

In February 2016, the FASB issued ASU No. 2016-02, Leases, which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 with early adoption permitted. Under Accounting Standards Update 2016-02, lessees will be required to recognize for all leases at the commencement date a lease liability, which is a lessee’s obligation to make lease payments arising from a lease measured on a discounted basis, and a right-to-use asset, which is an asset that represents the lessee’s right to use or control the use of a specified asset for the lease term.  The Company is currently evaluating the effect that the new guidance will have on its financial statements and related disclosures.

 

In May 2017, the FASB amended authoritative guidance on modifications related to stock compensation, codified in ASC 718, Compensation - Stock Compensation. The amendments provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting. The guidance is effective for the Company as of the first quarter of its fiscal year ending January 31, 2019. The Company does not believe the update will have a material impact on its financial statements.

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on the Company’s financial statements or its financial position or results of operations.

 

XML 28 R18.htm IDEA: XBRL DOCUMENT v3.10.0.1
Income Tax Disclosure: Summary of Income Tax Holiday (Tables)
3 Months Ended
Mar. 31, 2018
Tables/Schedules  
Summary of Income Tax Holiday

 

 

 

 

 

 

 

March 31, 2018

December 31, 2017

Deferred Tax Asset

 $ 1,893,706 

 $1,013,316 

Valuation Allowance

  (1,893,706)

  (1,013,316)

Deferred Tax Asset (Net)

$                            -

$                            -

.

XML 29 R19.htm IDEA: XBRL DOCUMENT v3.10.0.1
Debt Disclosure: Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Tables)
3 Months Ended
Mar. 31, 2018
Tables/Schedules  
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments

 

Derivative Liability

 

Balance as of December 31, 2017

    $  792,898  

Change in the fair value

   4,000,042 

Balance as of March 31, 2018

$ 4,792,940 

 

XML 30 R20.htm IDEA: XBRL DOCUMENT v3.10.0.1
Income Tax Disclosure: Summary of Income Tax Holiday (Details) - USD ($)
Mar. 31, 2018
Dec. 31, 2017
Details    
Deferred Tax Asset $ 1,893,706 $ 1,013,316
Valuation Allowance (1,893,706) (1,013,316)
Deferred Tax Asset (Net) $ 0 $ 0
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