UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended May 31, ~~2014~~2015

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-25335

OCCIDENTAL DEVELOPMENT GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)


Nevada	88-0409024
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)


256 S. Robertson Blvd, Beverly Hills CA		90211
(Address of principal executive offices)	(Zip Code)

310-358-3323

Issuer’s telephone number, including area code

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $.001 par value per share

(Title of Class)

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

Yes o 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 o No x

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes xo No ox

Indicate by checkmark 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 the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K. x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “Accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):


Large Accelerated Filer o	Accelerated Filer o	Non-Accelerated Filer o	Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o 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 registrant’s most recently completed second fiscal quarter: $~~548~~607,~~585~~089.

The number of shares of the Registrant’s Common Stock outstanding as of July 3018, ~~2015~~2017: 75,886,165.

Documents incorporated by reference: None.

Table of Contents

PART I

ITEM 1.

DESCRIPTION OF BUSINESS

ITEM 1A

RISK FACTORS

ITEM 1B

UNRESOLVED STAFF COMMENTS

1017

1017

1017

MINE SAFETY DISCLOSURES

1017

PART II

1118

ITEM 5.

MARKET FOR THE REGISTRANT'S COMMON EQUITY RELATED

STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

1118

ITEM 6.

SELECTED FINANCIAL DATA

1320

ITEM 7

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

1320

ITEM 7A

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

1925

ITEM 8.

FINANCIAL STATEMENTS

2027

ITEM 9

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURES

3946

ITEM 9A(T).

CONTROLS AND PROCEDURES

3946

4047

4148

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

4148

ITEM 11.

EXECUTIVE COMPENSATION

4350

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

4451

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND

DIRECTOR INDEPENDENCE

4451

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

4552

PART IV

4653

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

4653

SIGNATURES

4855

FORWARD LOOKING STATEMENTS

This annual report on Form 10-K and the exhibits attached hereto contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern the Company’s anticipated results and developments in the Company’s operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:

the ability of the Company to earn revenues sufficient to pay its expenses;

prevailing economic conditions which may significantly deteriorate, thereby reducing the demand for the Company’s products and services;

regulatory or legal changes affecting the Company’s business; and the Company’s ability to secure necessary capital for general operating or expansion purposes;

This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the sections titled “Risk Factors and Uncertainties”, “Description of the Business” and “Management’s Discussion and Analysis” of this annual report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. Furthermore, there is no assurance that the Company’s line of business will be successful or profitable since it depends, among other things, on (a) the ability of the Company to raise funds, (b) the successful development of our products, and services, and (c) the success of the Company’s products, services and opportunities in the marketplace. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law.

We qualify all the forward-looking statements contained in this annual report by the foregoing cautionary statements.

PART I

ITEM 1.

DESCRIPTION OF BUSINESS

General

Occidental Development Group, Inc. (“ODG”, the “Company”, “we”, “us”) was incorporated in the State of Nevada in 1998. The Company provides ~~services~~physical ~~and~~plant ~~support to the legal marijuana industry through subsidiaries~~ and ~~joint~~equipment, ~~ventures. Services span the industry sector and include: agricultural land and commercial space for lease to marijuana horticulturalists~~supplies, ~~staffing and payroll~~ services ~~for the MMJ industry - connecting employers with the right talent to grow their business,~~ and ~~technology~~general ~~App’s~~support ~~connecting B2B, MMJ~~ to the ~~end~~legal ~~consumer~~marijuana industry. Historically, the Company operated in the green building sector offering control and automation technology for single and multi unit new construction and existing buildings.

~~The~~Over ~~market~~several ~~opportunities~~quarters ~~for~~ the Company’s ~~control~~evaluated and ~~automation~~pursued ~~services~~opportunities ~~and~~to ~~products~~expand ~~steadily~~its ~~declined~~business ~~over~~activities vertically within the ~~past~~green ~~several~~building, ~~years~~home ~~due~~automation inand ~~part~~energy toconservation ~~the~~sectors ~~slowdown~~and inhorizontally ~~new~~within ~~and~~the construction and renovation ~~activity~~sectors. ~~plus~~Early in the ~~advent~~evaluation ofprocess ~~plug~~it ~~and~~became ~~play~~clear ~~automation~~that ~~technology which eroded~~ the Company'’s ~~intellectual~~financial ~~property,~~resources ~~reduced~~were ~~the~~not ~~need~~sufficient ~~for~~to ~~specialized~~support ~~technical~~available ~~support~~diversification opportunities, that balance sheet and ~~reduced~~equity ~~project~~restructuring ~~margins~~would be required in order to attract equity funding sufficient to grow the business. Management reached this conclusion concurrent with the close of FY 2013.

~~Over~~Beginning ~~several~~in ~~quarters~~June 2013 the Company ~~actively~~commenced ~~evaluated~~restructuring and ~~pursued~~in ~~opportunities~~June, 2013 Murat Erbatur resigned as director and COO and in June 2013 the Board of Directors appointed Mr. Ian Gilbey director. Mr. Gilbey had previously been a consultant to ~~expand~~the Company providing re-structuring and merger acquisition support. In June the Company moved its ~~business~~head ~~activities~~office ~~vertically~~to ~~within~~Beverly Hills California to better focus on the US market. On July 17, 2013, the Board of Directors authorized a merger with the Company’s ~~historical~~wholly-owned ~~green building~~subsidiary, ~~home~~Occidental ~~automation~~Development Group Inc., and ~~energy~~in ~~conservation~~the ~~sectors~~merger, ~~and~~the ~~horizontally~~name ~~within~~of the ~~construction~~company ~~and~~was ~~renovation~~changed ~~sectors~~to Occidental Development Group Inc. ~~During~~At FYthe ~~2012~~same time the ~~Company~~Board ~~began~~also ~~planning~~approved the ~~shift~~filing ~~and~~with ~~expansion~~the Secretary of ~~its~~State ~~activities~~of toNevada ~~development~~a ~~and~~Certificate ~~design~~of ~~build~~Change ~~services~~that ~~targeting~~effected ~~energy~~a ~~efficient~~1:10 ~~housing~~reverse ~~and~~split ~~multi-strata~~in ~~property~~our ~~renovation~~outstanding common stock and ~~development.~~a ~~Early~~reduction of our authorized common stock in the ~~planning~~same ~~process~~1:10 itratio, ~~became~~from ~~clear~~800,000,000 ~~that~~shares ~~significant~~to ~~restructuring~~80,000,000 ~~would~~shares. beBoth ~~required~~of inthese ~~order~~corporate ~~for~~actions were permitted to be taken by the Company’s toBoard ~~attract~~of Directors without stockholder approval under Nevada NRS 92A.180 (for the ~~working~~merger ~~capital~~with ~~financing~~the ~~required~~subsidiary toand ~~support~~name ~~expansion~~change) and NRS 78.207 (for the change in authorized and outstanding stock).

Initial stages of restructuring were completed during FY 2012. On October 31, 2011 the Company’s board of directors approved a Consent Resolution amending the Company’s Articles of Incorporation to affect a one for one hundred and fifty reverse split of the Company’s common stock, and adjustment of the Company’s authorized capital to eight hundred million common shares and five million preferred shares. The proposed amendments were approved by a majority of shareholders on November 1, 2011. The Company filed a preliminary Schedule 14C Information Statement outlining proposed amendments to the Company’s Articles of Incorporation on November 9, 2011 and a definitive Schedule 14C Information Statement on November 25, 2011. The Company set November 25, 2011 as the record date for notification to shareholders. The Company filed the amended Articles of Incorporation with the Nevada Secretary of State on December 12, 2011, with an effective posting date of December 22, 2012. The reverse split was approved for trading purposes by the Financial Industry Regulatory Authority [FINRA] on January 18, 2012.

Through FY 2013 the Company actively pursued design build and renovation opportunities within the British Columbia and Greater Vancouver markets and solicited project financing from commercial lenders and private equity. The Company structured a joint venture proposal with a prominent First Nations forestry company targeting housing needs within First Nations communities and undertook an extensive evaluation of renovation opportunities within the Greater Vancouver condominium market. The Company also responded to an invitation to provide engineering project management services, in concert with First Nations communities, to the early stage LNG development underway in British Columbia. During this period, the Company scaled back its project and marketing efforts within the Company’s traditional home automation sector in favor of pursuing property development opportunities.

Through this process it became apparent that the Company’s financial resources were not sufficient to support available diversification opportunities and that further balance sheet and equity restructuring would

be required in order to attract and qualify for project financing support and equity funding sufficient to grow the business. Management reached this conclusion concurrent with the close of FY 2013.

Beginning in June 2013 the Company undertook further restructuring and on June 25, 2013 Murat Erbatur resigned as director and COO and on June 26, 2013 the Board of Directors appointed Mr. Ian Gilbey as director. Mr. Gilbey had previously been a consultant to the Company providing re-structuring and merger acquisition support. In June the Company moved its head office to Beverly Hills California to better focus on the US market. On July 17, 2013, the Board of Directors authorized a merger with the Company’s wholly-owned subsidiary, Occidental Development Group Inc., and in the merger, the name of the company was changed to Occidental Development Group Inc. On July 17, 2013, the Board also approved the filing with the Secretary of State of Nevada a Certificate of Change that effected a 1:10 reverse split in our outstanding common stock and a reduction of our authorized common stock in the same 1:10 ratio, from 800,000,000 shares to 80,000,000 shares. Both of these corporate actions were permitted to be taken by the Company’s Board of Directors without stockholder approval under Nevada NRS 92A.180 (for the merger with the subsidiary and name change) and NRS 78.207 (for the change in authorized and outstanding stock).

The changes of the Company’s name to Occidental Development Group, Inc. and the 1:10 reverse split, with the concurrent reduction of our authorized common stock in the same ratio and the change in the Company’s trading symbol to OXDG, were approved by FINRA and became effective for trading purposes on August 19, 2013.

During the quarter ended August 31, 2013 the Company continued to plan for the complete phase out of its activities in the home automation sector and negotiations were initiated for the acquisition of Ball Park Investments LLC ("BallPark")~~, a Florida real estate development company~~. The Company's board of directors considered the acquisition of Ballpark a key step in establishing strategic relationships with debt and equity providers.

Effective September 1, 2013, the Company disposed of its subsidiary MCM Technologies Inc. ~~("MCM")~~ by sale to a previous related party, ~~Murat Erbatur, the Company's former COO,~~ for $1.~~00.~~ The transaction was accounted for by rolling up assets and liabilities into a one-time adjustment of ($342,880) to additional paid in capital. Early in the second quarter management completed the acquisition of BallPark. The acquisition of BallPark ~~was~~did ~~done~~not ~~without~~incur ~~consideration~~any ~~and~~expense, ~~did not~~ contribute any assets or result in any liabilities. As a direct result of the Ballpark acquisition and subsequent negotiations for funding, the Company was introduced to and approached by Integrity Aviation and Leasing LLC ("Integrity"), a Texas based company active in the domestic airline industry and specializing in leasing jet aero engines. In preliminary discussions, Integrity disclosed that it had assets in excess of $5 million and long-term lease revenues. On ~~November 22, 2013 the management of Occidental and Integrity executed a binding Letter of Intent outlining terms for the acquisition of Integrity by Occidental. On~~ January 1416, 2014 the Company's Board of Directors approved ~~the~~a ~~binding~~consent ~~Letter~~motion ofto ~~Intent~~seek ~~for~~shareholder ~~the~~approval ~~acquisition~~to ofincrease ~~Integrity~~the ~~and~~Company's ~~initiated~~authorized acommon ~~due~~share ~~diligence~~capital ~~process~~from to80,000,000 ~~among~~shares ~~other~~to ~~things~~800,000,000 ~~verify~~ and ~~quantify~~on the ~~assets,~~same ~~liabilities~~day ~~and~~received ~~obligations~~approval offrom ~~Integrity.~~a Onmajority ~~January~~of ~~16,~~shareholders. ~~2014~~As ~~the~~of ~~Company's~~June ~~Board~~2017, execution of ~~Directors~~the ~~approved a~~ consent motion ~~for shareholder approval~~ to increase the Company'’s authorized common share capital ~~from~~remains ~~80,000,000~~pending. ~~shares~~Effective toMarch ~~800~~1,~~000~~ 2014,~~000~~ ~~and on~~ the ~~same~~Company ~~day~~disposed ~~received~~of ~~approval~~its ~~from~~remaining aCanadian ~~majority of shareholders.~~

Effective March 1, 2014, the Company disposed of its remaining Canadian subsidiary by sale to a third party for $1.00. The transaction was accounted for by rolling up assets and liabilities into a one-time adjustment of ($711,990) to additional paid in capital. On March 12, 2014 the Company executed a non binding Memorandum of Understanding with Arrivair LLC ("Arrivair"), an aircraft trading and leasing company based in Florida. Arrivair is active in the sales and leasing of commercial passenger and cargo aircraft and aircraft components to airlines and entrepreneurs worldwide. Under the terms of the MOU the parties agreed to cooperatively pursue the purchase of aircraft and critical aircraft parts for trading, re-sale and leasing.4

~~The~~subsidiary ~~timing~~by ofsale ~~this initiative dovetailed~~ to ~~the~~a ~~upswing~~third inparty ~~the~~for ~~global~~$1.00. ~~airline~~The ~~market~~transaction ~~and~~was ~~industry~~accounted ~~shift~~for toby ~~off~~rolling ~~balance~~up ~~sheet~~assets ~~financing of operations~~ and ~~flight~~liabilities ~~critical~~into ~~capital~~a ~~equipment.~~one-time ~~After~~adjustment ~~several months~~ of ~~pursuing~~($711,990) ~~financing~~to ~~for~~additional ~~potential~~paid ~~aircraft~~in ~~purchase~~capital. ~~and lease opportunities the Board of Directors concluded that the~~

5On October 1, 2014 the Company executed a binding Letter of Intent with the Eagle Financial Group (“Eagle”) defining the terms under which Occidental would acquire Eagle. In January 2015, the Company was advised by the principal of Eagle that Eagle no longer wished to pursue the buyout. As a result of the breach of the binding Letter of Intent by Eagle, the Board is considering the option to pursue a claim of damages.

On April 27, 2015 the Company ~~needed~~executed toa ~~significantly~~binding ~~strengthen~~Letter ~~its~~of ~~balance~~Intent ~~sheet~~with to420 ~~support~~International ~~activity~~Corp. ("420"), a California company active in ~~this~~the ~~capital~~legal ~~intensive~~marijuana sector. The Letter of Intent outlines an all share transaction in which Occidental acquires 100 percent of the outstanding shares of 420. Under terms of the Agreement, the principal shareholders of Occidental transferred a portion of their shareholdings to the seller in exchange for Occidental receiving 100 percent of the outstanding shares of 420. The acquisition of 420 did not incur any expense, contribute any assets or result in any liabilities and did not result in any change to the Company’s total issued and outstanding shares. The share transfer was completed in August 2015.

~~Collateral~~The ~~to the~~ Company's ~~effort~~is toactively ~~develop~~evaluating ~~activity~~opportunities infor ~~the~~strategic ~~aircraft~~relationships ~~sector, in September 2014 the Company was introduced to~~ and onalliances, ~~October~~for 1land acquisition, ~~2014~~ the ~~Company~~provision ~~executed a binding Letter~~ of ~~Intent~~professional ~~with Eagle Financial Diamond Group~~services, ~~Inc.~~hardware ~~("Eagle")~~development anand ~~established~~hardware ~~Florida~~and ~~company~~equipment ~~active~~supply, ~~in the consumer~~ and ~~wholesale~~for ~~diamond~~industry ~~trade.~~financing ~~The~~- ~~binding~~including ~~Agreement~~evaluating ~~defined~~opportunities ~~the~~to ~~terms~~make ~~under~~direct ~~which~~term ~~Occidental~~loans ~~would~~or ~~acquire~~to ~~Eagle.~~provide Inrevolving ~~January~~lines ~~2015,~~of ~~the~~credit ~~Company~~to ~~was~~businesses ~~advised~~involved byin the ~~principal~~cultivation ofand ~~Eagle~~sale ~~that~~of ~~Eagle~~cannabis noand ~~longer~~related ~~wished~~products. toTarget ~~pursue~~geographical ~~the~~markets ~~buyout.~~include Asnational aon-line ~~result~~and the ~~Board~~California, isOregon, ~~considering~~Nevada ~~the~~and ~~option~~Washington tomedicinal ~~pursue~~and arecreational ~~claim~~marijuana of(THC ~~damages~~and CBD) markets.

OnThe ~~April 27, 2015 the~~ Company ~~executed~~maintains aits ~~binding~~corporate ~~Letter~~office ~~of Intent with 420 International Corp. ("420"), a California company active~~ in ~~the~~Beverly ~~legal~~Hills ~~marijuana sector~~California. The ~~Letter~~Company’s ofyear-end Intent outlines an all share transaction in which Occidental acquires 100 percent of the outstanding shares of 420. Under terms of the Agreement, the principal shareholders of Occidental transfer a portion of their current shareholdings to the seller in exchange for Occidental receiving 100 percent of the outstanding shares of 420. The share transfer is ~~currently~~May ~~underway and Occidental, through 420, is actively engaged in the legal marijuana business~~31.

The Company maintains its corporate office in Beverly Hills California. Income for the period ended May 31, 2013 was derived from the Company's historical activities. The Company’s year-end is May 31.

Employees

As of May 31, ~~2014~~2015, we had a staff of two consisting of the Company President and the Company COO.

ITEM 1A

RISK FACTORS

Readers should carefully consider the risks and uncertainties described below before deciding whether to invest in shares of our common stock.

Our failure to successfully address the risks and uncertainties described below could have a material adverse effect on our business, financial condition and/or results of operations, and the price of our common stock may decline and investors may lose all or part of their investment. There is no assurance that we will successfully address these risks or other unknown risks that may affect our business.

Risks Relating to our ~~Company~~Business and Industry

Market and Regulatory Conditions and Risks

Our target markets are those where states have legalized the production, sale and use of cannabis. Most recently, voters in California, Nevada, Maine and Massachusetts approved ballot measures to legalize cannabis for adult recreational use, bringing the total number of states with legalized recreational cannabis use to eight, in addition to the District of Columbia.

As of May 31, 2017, twenty eight U.S. states, the District of Columbia and the territories of Guam and Puerto Rico have legalized the use of cannabis for medical use in some form, including five states in 2016 alone. It may take multiple years for a state to establish regulations and for cannabis businesses to begin generating revenue from operations, so the impact of new states legalizing the medical use of cannabis may begin to be realized in 2018 and 2019.

Continued development of the regulated cannabis industry depends on continued legislative authorization at the state level. Progress, while encouraging, is not assured and any number of factors could slow or halt progress in the cannabis industry.

Cannabis is currently a Schedule I controlled substance under the Controlled Substances Act (“CSA”) and is, therefore, illegal under federal law. Even in those states in which the use of cannabis has been legalized pursuant to state law, its use, possession or cultivation remains a violation of federal law. A Schedule I controlled substance is defined as one that has no currently accepted medical use in the United States, a lack of safety for use under medical supervision and a high potential for abuse. The U.S. Department of Justice (the “DOJ”) defines Schedule I controlled substances as “the most dangerous drugs of all the drug schedules with potentially severe psychological or physical dependence.” If the federal government decides to enforce the CSA in Colorado with respect to cannabis, persons that are charged with distributing, possessing with intent to distribute or growing cannabis could be subject to fines and/or terms of imprisonment, the maximum being life imprisonment and a $50 million fine.

Notwithstanding the CSA, as of the date of this filing, 28 U.S. states, the District of Columbia and the U.S. territories of Guam and Puerto Rico allow their residents to use medical cannabis. Voters in the states of Alaska, California, Colorado, Maine, Massachusetts, Nevada, Oregon, Washington and the District of Columbia have approved ballot measures to legalize cannabis for adult recreational use. Such state and territorial laws are in conflict with the federal CSA, which makes cannabis use and possession illegal at the federal level.

In light of such conflict between federal laws and state laws regarding cannabis, the previous administration under President Obama had effectively stated that it was not an efficient use of resources to direct federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical cannabis. For example, the prior DOJ Deputy Attorney General of the Obama administration, James M. Cole, issued a memorandum (the “Cole Memo”) to all United States Attorneys providing updated guidance to federal prosecutors concerning cannabis enforcement under the CSA (see “—The Cole Memo”). In addition, the Financial Crimes Enforcement Network (“FinCEN”) provided guidelines (the “FinCEN Guidelines”) on February 14, 2014, regarding how financial institutions can provide services to cannabis-related businesses consistent with their Bank Secrecy Act (“BSA”) obligations (see “—FinCEN”).

Additional existing and pending legislation provides, or seeks to provide, protection to persons acting in violation of federal law but in compliance with state laws regarding cannabis. The Rohrabacher-Farr Amendment to the Commerce, Justice, Science and Related Agencies Appropriations Bill, which funds the DOJ, prohibits the DOJ from using funds to prevent states with medical cannabis laws from implementing such laws. The Rohrabacher-Farr Amendment is effective through April 28, 2017, but as an amendment to an appropriations bill, it must be renewed annually. The Compassionate Access Compassionate Access, Research Expansion, and Respect States Act (the “CARERS Act”) has been introduced in the U.S. Senate, which proposes to reclassify cannabis under the CSA to Schedule II, thereby changing the plant from a federally criminalized substance to one that has recognized medical uses. More recently, the Respect State Marijuana Laws Act of 2017 has been introduced in the U.S. House of Representatives, which proposes to exclude persons who produce, possess, distribute, dispense, administer or deliver marijuana in compliance with state laws from the regulatory controls and administrative, civil and criminal penalties of the CSA.

However, as of the date of this filing, neither the CARERS Act nor the Respect State Marijuana Laws Act of 2017 has been enacted, the Rohrabacher-Farr Amendment has not yet been renewed beyond April 28, 2017, and the new administration under President Trump has not yet indicated whether it will change the previously stated policy of low-priority enforcement of federal laws related to cannabis set forth in the Cole Memo or the FinCEN Guidelines. The Trump administration could change this policy and decide to strongly enforce the federal laws applicable to cannabis. Any such change in the federal government’s enforcement of current federal laws could cause significant financial damage to us. While we do not currently harvest, distribute or sell cannabis, we may be irreparably harmed by a change in enforcement policies of the federal government. However, as of the date of this filing, we have provided products and services to state-approved

cannabis cultivators and dispensary facilities. As a result of our providing ancillary products and services to state-approved cannabis cultivators and dispensary facilities, we could be deemed to be aiding and abetting illegal activities, a violation of federal law.

Absent any future changes in cannabis-related policies under the Trump administration, we intend to remain within the guidelines outlined in the Cole Memo (see “—The Cole Memo”) and the FinCEN Guidelines (see “—FinCEN”), where applicable; however, we cannot provide assurance that we are in full compliance with the Cole Memo, the FinCEN Guidelines or any applicable federal laws or regulations.

The Cole Memo

Because of the discrepancy between the laws in some states, which permit the distribution and sale of medical and recreational cannabis, from federal law that prohibits any such activities, DOJ Deputy Attorney General James M. Cole issued the Cole Memo concerning cannabis enforcement under the CSA. The Cole Memo guidance applies to all of the DOJ’s federal enforcement activity, including civil enforcement and criminal investigations and prosecutions, concerning cannabis in all states.

The Cole Memo reiterates Congress’s determination that cannabis is a dangerous drug and that the illegal distribution and sale of cannabis is a serious crime that provides a significant source of revenue to large-scale criminal enterprises, gangs, and cartels. The Cole Memo notes that the DOJ is committed to enforcement of the CSA consistent with those determinations. It also notes that the DOJ is committed to using its investigative and prosecutorial resources to address the most significant threats in the most effective, consistent, and rational way. In furtherance of those objectives, the Cole Memo provides guidance to DOJ attorneys and law enforcement to focus their enforcement resources on persons or organizations whose conduct interferes with any one or more of the following important priorities (the “Enforcement Priorities”) in preventing:

the distribution of cannabis to minors;

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

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

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

violence and the use of firearms in the cultivation and distribution of cannabis;

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

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

cannabis possession or use on federal property.

The current administration is reviewing the Cole Memo and it is unclear what further guidance the DOJ may provide concerning cannabis enforcement under the CSA. Until such time as further guidance is provided the Cole Memo remains in effect. We intend to conduct rigorous due diligence to verify the legality of all activities that we engage in and ensure that our activities do not interfere with any of the Enforcement Priorities set forth in the Cole Memo.

FinCEN

FinCEN provided guidance regarding how financial institutions can provide services to cannabis-related businesses consistent with their BSA obligations. For purposes of the FinCEN guidelines, a “financial institution” includes any person doing business in one or more of the following capacities:

bank (except bank credit card systems);

broker or dealer in securities;

money services business;

telegraph company;

card club; and

a person subject to supervision by any state or federal bank supervisory authority.

In general, the decision to open, close, or refuse any particular account or relationship should be made by each financial institution based on a number of factors specific to that institution. These factors may include its particular business objectives, an evaluation of the risks associated with offering a particular product or service, and its capacity to manage those risks effectively. Thorough customer due diligence is a critical aspect of making this assessment.

In assessing the risk of providing services to a cannabis-related business, a financial institution should conduct customer due diligence that includes: (i) verifying with the appropriate state authorities whether the business is duly licensed and registered; (ii) reviewing the license application (and related documentation) submitted by the business for obtaining a state license to operate its cannabis-related business; (iii) requesting from state licensing and enforcement authorities available information about the business and related parties; (iv) developing an understanding of the normal and expected activity for the business, including the types of products to be sold and the type of customers to be served (e.g., medical versus recreational customers); (v) ongoing monitoring of publicly available sources for adverse information about the business and related parties; (vi) ongoing monitoring for suspicious activity, including for any of the red flags described in this guidance; and (vii) refreshing information obtained as part of customer due diligence on a periodic basis and commensurate with the risk. With respect to information regarding state licensure obtained in connection with such customer due diligence, a financial institution may reasonably rely on the accuracy of information provided by state licensing authorities, where states make such information available.

As part of its customer due diligence, a financial institution should consider whether a cannabis-related business implicates one of the Cole Memo Enforcement Priorities or violates state law. This is a particularly important factor for a financial institution to consider when assessing the risk of providing financial services to a cannabis-related business. Considering this factor also enables the financial institution to provide information in BSA reports pertinent to law enforcement’s priorities. A financial institution that decides to provide financial services to a cannabis-related business would be required to file suspicious activity reports.

While we believe we do not qualify as a financial institution in the United States, we cannot be certain that we do not fall under the scope of the FinCEN guidelines. We plan to use the FinCEN Guidelines, as may be amended, as a basis for assessing our relationships with potential tenants, clients and customers. As such, as we engage in financing activities, we intend to adhere to the guidance of FinCEN in conducting and monitoring our financial transactions. Because this area of the law is uncertain but expected to evolve rapidly, we believe that FinCEN’s guidelines will help us best operate in a prudent, reasonable and acceptable manner. There is no assurance, however, that our activities will not violate some aspect of the CSA. If we are found to violate the federal statute or any other in connection with our activities, our company could face serious criminal and civil sanctions.

Moreover, since the use of cannabis is illegal under federal law, we may have difficulty acquiring or maintaining bank accounts and insurance, and our stockholders may find it difficult to deposit their stock with brokerage firms.

Licensing and Local Regulations

Where applicable, we will apply for applicable state and local licenses and permits that are necessary to conduct our business in compliance with local laws.

Local laws at the city, county and municipal level add an additional layer of complexity to legalized cannabis. Despite a state’s adoption of legislation legalizing cannabis, cities, counties and municipalities within the state may have the ability to otherwise restrict cannabis activities, including but not limited to cultivation, retail or consumption.

Zoning sets forth the approved use of land in any given city, county or municipality. Zoning is set by local governments or local voter referendum, and may otherwise be restricted by state laws. For example, under certain state laws a seller of liquor may not be allowed to operate within 1,000 feet of a school. There may be similar restrictions imposed on cannabis operators, which will restrict where cannabis operations may be located and the manner and size to which they can grow and operate. Zoning can be subject to change or withdrawal, and properties can be re-zoned. The zoning of our properties will have a direct impact on our business operations.

There is no guarantee that we will be successful in obtaining the required state, city and local approvals and licenses required to operate.

We have a limited operating history in an evolving industry, which makes it difficult to accurately assess our future growth prospects.

Although we believe our management team has extensive knowledge of the cannabis industry and closely monitors changes in legislation, we also operate in an evolving industry that may not develop as expected. Furthermore, the company continues to evolve under our business plan as we continually assess new strategic opportunities for our business within our industry. Assessing the future prospects of our business is challenging in light of both known and unknown risks and difficulties we may encounter. Growth prospects in our industry can be affected by a wide variety of factors including:

Competition from other similar companies;

Regulatory limitations on the products we can offer and markets we can serve;

Other changes in the regulation of medical and recreational cannabis use;

Changes in underlying consumer behavior, which may affect the business of our customers;

Our ability to access adequate financing on reasonable terms and our ability to raise additional capital in order to fund our operations;

Challenges with new products, services and markets; and

Fluctuations in the credit markets and demand for credit.

We may not be able to successfully address these factors, which could negatively impact our growth, harm our business and cause our operating results to be worse than expected.

Our independent auditor has issued an audit opinion which includes a statement describing our going concern status. Our financial status creates a doubt whether we will continue as a going concern.

As described in Note 2 of our accompanying financial statements, our limited revenues and our lack of any guaranteed sources of future capital create substantial doubt as to our ability to continue as a going concern. The Company had a working capital deficit of ($1,~~298~~560,~~482~~135) at May 31, ~~2014~~2015 and a consolidated net loss of $(~~584~~324,~~750~~986) for the twelve months then ended. If the Company does not raise a sufficient amount of capital, it may not have the ability to remain in business until such time, if ever, when it becomes profitable.

Although the Company has continued to restructure its balance sheet and operations, the Company’s operating income is not yet adequate to offset the Company’s aggregate overhead expenses. To rectify this shortfall, on an operating basis the Company needs to find further ways to reduce overhead expenses and increase its operating revenue sufficient to offset the Company’s overhead expense. There is no assurance that the Company will be able to do so.

We expect to expend substantial financial and other resources on:

personnel, including significant increases to the total compensation we pay our employees as we grow our employee headcount;

expenses relating to increased marketing efforts;

strategic acquisitions of businesses and real estate; and

general administration, including legal, accounting and other compliance expenses related to being a public company.

These expenditures are expected to increase and may adversely affect our ability to achieve and sustain profitability as we grow. Our efforts to grow our business may also be more costly than we expect, and we may not be able to increase our revenues enough to offset our higher operating expenses. We may incur losses in the future for a number of reasons, including the other risks described in this Form 10-K, unforeseen expenses, difficulties, complications and delays and other unknown events. If we are unable to achieve and sustain profitability, the market price of our common stock may significantly decrease.

Until such time as the Company becomes sustainable profitable it will be necessary to raise additional capital to support operations. There is no assurance that the Company will be able to raise the required capital under terms acceptable to management, or on a schedule and in amounts required to support continued operations if at all. Our failure to achieve or maintain profitability could negatively impact the value of our stock.

6We have not operated profitably, we may not operate profitably in the future, and we may not survive if we cannot overcome the problems, expenses, difficulties, complications and delays frequently encountered by a company in the early stages of shifting its business activities.

WePotential ~~have~~investors ~~not~~must ~~operated~~consider ~~profitably~~our business and ~~have~~prospects ain ~~limited~~light ~~operating~~of ~~history~~the ~~that~~risks ~~you~~and ~~can~~difficulties ~~use~~frequently encountered by companies in the early stages of shifting activities to ~~evaluate~~include ~~us;~~new ~~therefore~~areas of business. These risks and difficulties include, webut ~~may~~are not ~~survive~~limited ifto, welack ~~meet~~of ~~some~~sufficient ofcustomer ~~the~~base, ~~problems~~revenue, ~~expenses~~cash flow and working capital for marketing, ~~difficulties~~inventory for re-sale, ~~complications~~property and ~~delays~~equipment ~~frequently~~for ~~encountered~~leasing byand aprofessional ~~company~~staff infor ~~the~~sub-contracting. ~~early~~We ~~stages~~cannot ofbe ~~shifting~~certain ~~its~~that our business ~~activities~~strategy will be successful or that we will successfully address these and other risks. Our failure to address and mitigate these risks could harm our ability to operate profitably.

WeCannabis ~~have~~remains aillegal ~~limited~~under ~~operating~~federal ~~history~~law, ~~on which to base an evaluation of our current business~~ and ~~prospects.~~any ~~Potential~~change ~~investors must consider our business and prospects~~ in ~~light of~~ the ~~risks~~enforcement ~~and~~priorities ~~difficulties~~of ~~frequently encountered by companies in~~ the ~~early~~federal ~~stages~~government ofcould ~~shifting~~render ~~activities~~our tocurrent ~~include new areas of business. These risks~~ and ~~difficulties~~planned ~~include,~~future ~~but~~operations ~~are~~unprofitable not limited to, lack of sufficient customer base, revenue, cash flow and working capital for marketing, inventory for re-sale and leasing and sub-contracting. We cannot be certain that our business strategy will be successful or ~~that~~even weprohibit ~~will~~such ~~successfully address these and other risks~~operations. ~~Our failure to address and mitigate these risks could harm our ability to operate profitably.~~

We operate in the cannabis industry, which is dependent on state laws and regulations pertaining to such industry; however, under federal law, cannabis remains illegal.

The United States federal government regulates drugs through the CSA, which places controlled substances, including cannabis, on one of five schedules. Cannabis is currently classified as a Schedule I controlled substance, which is viewed as having a high potential for abuse and having no currently accepted medical use in treatment in the United States. No prescriptions may be written for Schedule I substances, and such substances are subject to production quotas imposed by the United States Drug Enforcement Administration (the “DEA”). Because of this, doctors may not prescribe cannabis for medical use under federal law, although they can recommend its use under the First Amendment.

Currently, 28 U.S. states, the District of Columbia and the U.S. territories of Guam and Puerto Rico allow the use of medical cannabis. Voters in the states of Alaska, California, Colorado, Maine, Massachusetts, Nevada, Oregon and Washington have approved ballot measures to legalize cannabis for adult recreational use. Such state and territorial laws are in conflict with the federal CSA, which makes cannabis use and possession illegal at the federal level. Because cannabis is a Schedule I controlled substance, however, the development of a legal cannabis industry under the laws of these states is in conflict with the CSA, which makes cannabis use and possession illegal on a national level. The United States Supreme Court has

confirmed that the federal government has the right to regulate and criminalize cannabis, including for medical purposes, and that federal law criminalizing the use of cannabis preempts state laws that legalize its use.

In light of such conflict between federal laws and state laws regarding cannabis, the previous administration under President Obama had effectively stated that it was not an efficient use of resources to direct law federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical cannabis. For example, the prior DOJ Deputy Attorney General of the Obama administration, James M. Cole, issued a memorandum (the “Cole Memo”) to all United States Attorneys providing updated guidance to federal prosecutors concerning cannabis enforcement under the CSA (see “Business Government and Industry Regulation - The Cole Memo”). In addition, the Financial Crimes Enforcement Network (“FinCEN”) provided guidelines (the “FinCEN Guidelines”) on February 14, 2014, regarding how financial institutions can provide services to cannabis-related businesses consistent with their Bank Secrecy Act (“BSA”) obligations (see “Business Government and Industry Regulation - FinCEN”).

In 2014, the United States House of Representatives passed an amendment (the “Rohrabacher-Farr Amendment”) to the Commerce, Justice, Science, and Related Agencies Appropriations Bill, which funds the United States Department of Justice (the “DOJ”). The Rohrabacher-Farr Amendment prohibits the DOJ from using funds to prevent states with medical cannabis laws from implementing such laws. In August 2016, a 9^th Circuit federal appeals court ruled in United States v. McIntosh that the Rohrabacher-Farr Amendment bars the DOJ from spending funds on the prosecution of conduct that is allowed by state medical cannabis laws, provided that such conduct is in strict compliance with applicable state law. In March 2015, bipartisan legislation titled the Compassionate Access, Research Expansion, and Respect States Act (the “CARERS Act”) was introduced, proposing to allow states to regulate the medical use of cannabis by changing applicable federal law, including by reclassifying cannabis under the Controlled Substances Act to a Schedule II controlled substance and thereby changing the plant from a federally-criminalized substance to one that has recognized medical uses. More recently, the Respect State Marijuana Laws Act of 2017 has been introduced in the U.S. House of Representatives, which proposes to exclude persons who produce, possess, distribute, dispense, administer or deliver marijuana in compliance with state laws from the regulatory controls and administrative, civil and criminal penalties of the CSA.

Although these developments have been met with a certain amount of optimism in the cannabis industry, neither the CARERS Act nor the Respect State Marijuana Laws Act of 2017 have yet been adopted. In addition, the Rohrabacher-Farr Amendment, being an amendment to an appropriations bill that must be renewed annually, has not been renewed beyond April 28, 2017. Furthermore, the ruling in United States v. McIntosh is only applicable in the 9^th Circuit, which does not include Colorado, the state where we currently primarily operate. The new administration under President Trump has not yet indicated whether it will change the previously stated policy of low-priority enforcement of federal laws related to cannabis set forth in the Cole Memo or FinCEN Guidelines. The Trump administration could change this policy and decide to strongly enforce the federal laws applicable to cannabis.

Any such change in the federal government’s enforcement of current federal laws could cause significant financial damage to us. While we do not currently harvest, distribute or sell cannabis, we may be irreparably harmed by a change in enforcement policies of the federal government. However, as of the date of this filing, we are beginning to provided products and services to state-approved cannabis cultivators and dispensary facilities. As a result of our providing ancillary products and services to state-approved cannabis cultivators and dispensary facilities, we could be deemed to be aiding and abetting illegal activities, a violation of federal law.

Additionally, as we are always assessing potential strategic acquisitions of new businesses, we may in the future also pursue opportunities that include growing and distributing medical or recreational cannabis, should we determine that such activities are in the best interest of the Company and our stockholders. Any such pursuit would involve additional risks with respect to the regulation of cannabis.

Any potential growth in the cannabis industry continues to be subject to new and changing state and local laws and regulations.

Continued development of the cannabis industry is dependent upon continued legislative legalization of cannabis at the state level, and a number of factors could slow or halt progress in this area, even where there is public support for legislative action. Any delay or halt in the passing or implementation of legislation legalizing cannabis use, or its sale and distribution, or the re-criminalization or restriction of cannabis at the state level could negatively impact our business. Additionally, changes in applicable state and local laws or regulations could restrict the products and services we offer or impose additional compliance costs on us or our customers and tenants. Violations of applicable laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our operations. We cannot predict the nature of any future laws, regulations, interpretations or applications, and it is possible that regulations may be enacted in the future that will be materially adverse to our business.

The cannabis industry faces significant opposition, and any negative trends will adversely affect our business operations.

We are substantially dependent on the continued market acceptance, and the proliferation of consumers, of medical and recreational cannabis. We believe that with further legalization, cannabis will become more accepted, resulting in a growth in consumer demand. However, we cannot predict the future growth rate or future market potential, and any negative outlook on the cannabis industry may adversely affect our business operations.

Large, well-funded business sectors may have strong economic reasons to oppose the development of the cannabis industry. For example, medical cannabis may adversely impact the existing market for the current “cannabis pill” sold by mainstream pharmaceutical companies. Should cannabis displace other drugs or products, the medical cannabis industry could face a material threat from the pharmaceutical industry, which is well-funded and possesses a strong and experienced lobby. Any inroads the pharmaceutical, or any other potentially displaced, industry or sector could make in halting or impeding the cannabis industry could have a detrimental impact on our business.

We may change our business plan.

Based on the results of our efforts to develop our current operating concept, we are re-evaluating our business plan and our board of directors may determine that it is in the best interests of the shareholders to change our business plan through vertical diversification within the Company’s current business sector and/or horizontal diversification into related sectors. Any such expansion of operations will entail risks, and such actions may involve specific operational activities which may negatively affect the profitability of the Company. Consequently, shareholders must assume the risk that (i) such expansion may ultimately involve expenditures of funds beyond the resources available to the Company at that time, and (ii) management of such expanded operations may divert management’s attention and resources away from its existing operations, all of which factors may have a material adverse effect on the Company’s present and prospective business activities. In addition, we may need to bring in new investors or raise additional capital, all of which could result in dilution of current shareholders. There is no guarantee that our efforts to diversify will be successful.

We require additional funds to achieve our current business strategy and our inability to obtain additional financing would inhibit our ability to expand or even maintain our business operations.

We need to raise additional funds through public or private debt or sale of equity to achieve our current business strategy and capitalize on available opportunities. This financing may not be available when needed. Even if this financing is available, it may be on terms that we deem unacceptable or are materially adverse to shareholder interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. Our inability to obtain financing would inhibit our ability to implement our development strategy, and as a result, could require us or diminish or suspend our development strategy and possibly cease our operations. If we are unable to obtain financing on reasonable terms, we could be forced to delay, scale back or eliminate planned expansion and or introduction of new products and services. In addition, such inability to obtain financing on reasonable terms could have a negative effect on our business, operating results, or financial condition to such extent that we are forced to restructure, file for bankruptcy, sell assets or cease operations.

possibly cease our operations. If we are unable to obtain financing on reasonable terms, we could be forced to delay, scale back or eliminate planned expansion and or introduction of new products and services. In addition, such inability to obtain financing on reasonable terms could have a negative effect on our business, operating results, or financial condition to such extent that we are forced to restructure, file for bankruptcy, sell assets or cease operations.

We currently have outstanding debt that is convertible into shares of our common stock at below market pricing resulting in significant dilution to our current stockholders.

At May 31, ~~2014~~2015 we had a total of $~~802~~838,~~112~~957 in debt and accrued interest that is convertible into shares of our common stock at discounts ranging from 0% to 42% of the market price. The conversion of all of this debt could result in significant dilution to our stockholders.

We rely heavily on our management, and the loss of their services could materially and adversely affect our business.

The Company’s business is significantly dependent on the Company’s management team and Board of Directors. The unscheduled loss of these individuals would have a material adverse effect on the Company.

7Market events and conditions, could, among other things, impede access to capital or increase the cost of capital, which would have an adverse effect on our ability to fund our working capital and other capital requirements.

~~Market~~Notwithstanding ~~events~~various ~~and~~actions ~~conditions,~~by ~~including disruptions in~~ the U.S. and ~~international~~foreign ~~credit~~governments, ~~markets~~concerns ~~and~~remain ~~other~~about ~~financial~~the ~~systems~~general ~~and~~condition of the ~~deterioration~~capital ofmarkets. Recent quarters have seen strong improvement in the ~~U.S.~~US economy and ~~global~~increased ~~economic~~positive ~~conditions,~~consumer sentiment. However the overall situation with small cap funding remains somewhat fragile and could, among other things, ~~impede~~make ~~access~~it difficult for us to obtain working capital, or increase ~~the~~our cost of obtaining capital, ~~which~~for ~~would~~our ~~have~~operations. anOur ~~adverse~~access ~~effect~~to onadditional ~~our~~capital ~~ability~~and toproject ~~fund~~financing ~~our~~may ~~working~~not ~~capital~~be ~~and~~available ~~other~~on ~~capital~~terms ~~requirements.~~acceptable to us or at all.

Notwithstanding various actions by the U.S. and foreign governments, concerns about the general condition of the capital markets, financial instruments, banks, investment banks, insurers and other financial institutions remain fragile and there is resulting volatility in world stock markets. In addition, general economic indicators have been mixed to weak. These include consumer sentiment, unemployment and economic growth and uncertainty about corporate earnings. Recent quarters have seen improvement in the US economy and increased positive consumer sentiment. However the overall situation remains fragile and could, among other things, continue to make it difficult for us to obtain working capital, or increase our cost of obtaining capital for our operations. Our access to additional capital and project financing may not be available on terms acceptable to us or at all.

The Company’s operating results may vary and may not support ongoing development of the business

The Company’s operating results may fluctuate significantly from period to period as a result of a variety of factors including but not limited to: purchasing patterns of customers, competitive pricing and margins, debt service and principal reduction payments, and general economic conditions. There is no assurance that the Company will be successful in marketing its products and services or that the revenues from the sale of such products and services will be sufficient to offset costs and support ongoing development of the business.

Unanticipated Obstacles to Execution of the Business Plan

The Company’s business plans may change significantly. Many of the Company’s potential business endeavors are capital intensive and may be subject to statutory or regulatory requirements. Management believes that the Company’s goals and strategies are achievable in light of current economic conditions and regulatory environments with the skills, background, and knowledge of the Company’s principals and advisors. Management reserves the right to make significant modifications to the Company’s stated strategies depending on current and anticipated future events.

Our success in the future may depend on our ability to establish and maintain strategic alliances, and any failure on our part to establish and maintain such relationships would adversely affect our market penetration and revenue growth.

We may be required to establish strategic relationships with third parties in both domestic and international markets. Our ability to establish strategic relationships will depend on a number of factors, many of which are outside our control. We can provide no assurance that we will be able to establish and maintain strategic relationships in the future.

In addition, any strategic relationships that we establish, will subject us to a number of risks, including risks associated with sharing and potentially losing control over committed assets and financial resources, technical information and know-how, loss of control of operations that are material to our business. Moreover, strategic alliances may be expensive to implement and subject us to the risk that the third party will not perform its obligations under the relationship, which may subject us to losses over which we have no control or expensive termination arrangements. As a result, even if our strategic alliances with third parties are successful, our business may be adversely affected by our exposure to a number of factors that are outside of our control.

We face risks associated with strategic acquisitions.

As an important part of our business strategy, we plan to strategically acquire businesses and real property, some of which may be material. These acquisitions may involve a number of financial, accounting, managerial, operational, legal, compliance and other risks and challenges, including the following, any of which could adversely affect our results of operations:

The applicable restrictions on cannabis industry and its participants limit the number of available suitable businesses and real properties that we can acquire;

Any acquired business or real property could under-perform relative to our expectations and the price that we paid for it, or not perform in accordance with our anticipated timetable;

We may incur or assume significant debt in connection with our acquisitions;

Acquisitions could cause our results of operations to differ from our own or the investment community’s expectations in any given period, or over the long term; and

Acquisitions could create demands on our management that we may be unable to effectively address, or for which we may incur additional costs.

Additionally, following any business acquisition, we could experience difficulty in integrating personnel, operations, financial and other systems, and in retaining key employees and customers.

We may record goodwill and other intangible assets on our consolidated balance sheet in connection with our acquisitions. If we are not able to realize the value of these assets, we may be required to incur charges relating to the impairment of these assets, which could materially impact our results of operations.

Our potential customers, clients and tenants have difficulty accessing the service of banks, which may make it difficult for them to operate.

On February 14, 2014, the U.S. government issued rules allowing banks to legally provide financial services to state-licensed cannabis businesses. A memorandum issued by the Justice Department to federal prosecutors reiterated guidance previously given, this time to the financial industry that banks can do business with legal marijuana businesses and “may not” be prosecuted. FinCEN issued guidelines to banks noting that it is possible to provide financial services to state-licensed cannabis businesses and still be in compliance with federal anti-money laundering laws. The guidance, however, falls short of the explicit legal authorization that banking industry officials had requested the government provide, and, to date, it is not clear if any banks have relied on the guidance to take on legal cannabis companies as clients. The aforementioned policy can be changed, including in connection with a change in presidential administration, and any policy reversal and or retraction could result in legal cannabis businesses losing access to the banking industry.

Because the use, sale and distribution of cannabis remains illegal under federal law, many banks will not accept deposits from or provide other bank services to businesses involved with cannabis. The inability to open bank accounts with federally regulated banks may make it difficult for our existing and potential customers, clients and tenants to operate and may make it difficult for them to contract with us.

Risks Related to Our Common Shares

Dividend Record

We have no dividend record. We have not paid dividends on our common shares since incorporation and do not anticipate doing so in the foreseeable future.

The trading market for our common stock is limited.

We are quoted on the OTC Markets Group’s OTCQB Over-the-Counter Bulletin Board under the trading symbol “OXDG”. The OTCQB is regarded as a junior trading venue. This may result in limited shareholder interest and hence lower prices for our common stock than might otherwise be obtained.

The market price of our common stock may fluctuate significantly.

The market price of our common shares may fluctuate significantly in response to factors, some of which are beyond our control, such as:

the announcement of new products or product enhancements by us or our competitors,

developments concerning intellectual property rights and regulatory approvals,

quarterly variations in our and our competitors’ results of operations,

changes in earnings estimates or recommendations by securities analysts,

developments in our industry, and

general economic and market conditions, and other factors, including factors unrelated to our own operating performance.

Further, the stock market in general has recently experienced price and volume fluctuations. Continued market fluctuations could result in extreme volatility in the price of our common shares, which could cause a decline in the value of our common shares. You should also be aware that price volatility might be worse if the trading volume of our common shares is low.

Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations, which may limit a stockholder’s ability to buy and sell our stock.

Our stock is a penny stock. Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system), in companies continuously in existence for at least three years with net tangible assets of less than $2,000,000. Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit their market price and liquidity of our securities.

These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

915

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission (see above for discussions of penny stock rules), the FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Our stockholders may experience significant dilution.

We may have a significant number of warrants and options to purchase our common stock, the exercise of which would be dilutive to stockholders. The exercise prices may be subject to adjustment if we issue or sell shares of our common stock or equity-based instruments at a price per share less than the exercise price then in effect. In such case, both the issuance and the adjustment would be dilutive to stockholders.

We may from time to time finance our future operations or acquisitions through the issuance of equity securities, which securities may also have rights and preferences senior to the rights and preferences of our common stock. We may also grant options to purchase shares of our common stock to our directors, employees and consultants, the exercise of which would also result in dilution to our stockholders.

We may face continuing challenges in complying with the Sarbanes-Oxley Act, and any failure to comply or any adverse result from management’s evaluation of our internal control over financial reporting may have an adverse effect on our stock price.

As a smaller reporting company as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, we are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Section 404 requires us to include an internal control report with our Annual Report on Form 10-K. The report must include management’s assessment of the effectiveness of our internal control over financial reporting as of the end of the fiscal year. This report must also include disclosure of any material weaknesses in internal control over financial reporting that we have identified.

Failure to comply, or any adverse results from such evaluation, could result in a loss of investor confidence in our financial reports and have an adverse effect on the trading price of our equity securities. Management believes that our internal controls and procedures as of May 31, 2015 were not effective to detect the inappropriate application of U.S. GAAP rules. Management realizes there are deficiencies in the design or operation of our internal control that adversely affect our internal controls, and management considers such deficiencies to be material weaknesses. As of the end of our last fiscal year, management had identified the following material weaknesses:

we had not performed a risk assessment and mapped our processes to control objectives;

we had not implemented comprehensive entity-level internal controls;

we had not implemented adequate system and manual controls; and

we did not have sufficient segregation of duties.

Achieving continued compliance with Section 404 may require us to incur significant costs and expend significant time and management resources. We cannot assure you that we will be able to fully comply with Section 404 or that we will be able to conclude that our internal control over financial reporting is effective at fiscal year-end. As a result, investors could lose confidence in our reported financial information, which could have an adverse effect on the trading price of our securities, as well as subject us to civil or criminal investigations and penalties. In addition, our independent registered public accounting firm may not agree

with our management’s assessment or conclude that our internal control over financial reporting is operating effectively.

ITEM 1B

UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2.

PROPERTIES

We maintain our statutory registered agent’s office in Reno, Nevada and our principal executive office is located at 256 Robertson Blvd, Beverly Hills California 90211. We currently do not have office leases or rental cost for the office space utilized by the Company.

ITEM 3.

LEGAL PROCEEDINGS

We are not currently involved in any litigation, nor do we know of any threatened litigation against us that would have a material effect on our financial condition.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

1017

PART II

ITEM 5.

MARKET FOR THE REGISTRANT'S COMMON EQUITY RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our Common Stock is currently quoted in the OTC Markets Group’s OTCQB Over-the-Counter Bulletin Board market as a "penny stock" under the symbol OXDG. The following sets forth the range of high and low closing share price information for the quarterly periods indicated of our last two fiscal years as reported by the National Quotation Bureau:

	CLOSING PRICE ($/SHARE)
	LOW	HIGH
2013
2016
First Quarter	0.10004	10.70015
Second Quarter	0.05007	0.50010
Third Quarter	0.20006	0.40013
Fourth Quarter	0.03007	0.70013
2014
2017
First Quarter	0.02004	10.00011
Second Quarter	0.01004	0.04008
Third Quarter	0.01004	0.02009
Fourth Quarter	0.01030	0.02250

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth information with respect to our common stock issued and available to be issued under outstanding options, warrants and rights as of May 31, ~~2014~~2015.


	A	B	C
	Number of securities	Weighted-average	Number of securities
	to be issued upon	exercise price of	remaining available
	exercise of outstanding	outstanding	for future issuance
	options, warrants	options, warrants	under equity
	and rights	and rights	compensation plans
Plan category
Equity compensation plans	NA	NA	NA
approved by security holders

Equity compensation plans not	NA	NA	13
approved by security holders
Total	NA	NA	13

1118

2007 OPTION PLAN

The 2007 Option Plan was adopted by the board with 200,000 shares reserved. The Plan is administered by the Board of Directors of the Company. Subject to the express limitations of the Plan, the Board has authority in its discretion to determine the eligible persons to whom, and the time or times at which, restricted stock awards may be granted, the number of shares subject to each award, the time or times at which an award will become vested, the performance criteria, business or performance goals or other conditions of an award, and all other terms of the award. The Board also has discretionary authority to interpret the Plan, to make all factual determinations under the Plan, and to make all other determinations necessary or advisable for Plan administration. The Board may prescribe, amend, and rescind rules and regulations relating to the Plan. All interpretations, determinations, and actions by the Board are final, conclusive, and binding upon all parties.

HOLDERS

As of ~~June~~July 417, ~~2015~~2017, the number of holders of record of shares of common stock, excluding the number of beneficial owners, whose securities are held in street name, was approximately ~~168~~170.

DIVIDEND POLICY

We do not anticipate paying any cash dividends on our common stock in the foreseeable future because we intend to retain any positive earnings to finance the expansion of our business. Thereafter, declaration of dividends will be determined by the Board of Directors in light of conditions then existing, including without limitation our financial condition, capital requirements and business condition.

RECENT SALES OF UNREGISTERED SECURITIES

The following table sets for the information with respect to all securities of the Company sold in its fiscal years ended May 31, 2012, 2013 and 2014, 2015, 2016, 2017 and subscription amounts of outstanding debentures, without registration of the securities under the Securities Act of 1933. The securities so sold are believed by the Company to be exempt from registration under either Regulation S or Rule 506 under the Securities Act of 1933.

If we indicate in the following table that we relied on Section 4(2) of the Securities Act, we relied on the following factors in determining the availability of the exemption: (a) the issuance was an isolated private transaction by us which did not involve a public offering; (b) there were only a very limited number of offerees; (c) there were no subsequent or contemporaneous public offerings of the stock; (d) the stock was not broken down into smaller denominations; and (e) the negotiations for the sale of the stock took place directly between the offerees and us.

If we indicate in the following table that we relied on Regulation S, (a) the subscriber was neither a U.S. person nor acquiring the shares for the account or benefit of any U.S. person, (b) the subscriber agreed not to offer or sell the shares (including any pre-arrangement for a purchase by a U.S. person or other person in the U.S.) directly or indirectly, in the United States or to any natural person who is a resident of the United States or to any other U.S. person as defined in Regulation S unless registered under the Securities Act and all applicable state laws or an exemption from the registration requirements of the Securities Act and similar state laws is available, (c) the subscriber made his, her or its subscription from the subscriber's residence or offices at an address outside of the U.S. and (d) the subscriber or the subscriber's advisor has such knowledge and experience in financial and business matters that the subscriber is capable of evaluating the merits and risks of, and protecting his interests in connection with an investment in the Company.

If we indicate in the following table that we relied on Regulation D, we relied upon Rule 506 and (a) the subscriber was an Accredited Investor (as defined in Regulation D), (b) the subscriber invested in the Company for his own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (c) the subscriber agreed not to sell or otherwise transfer the purchased shares unless they

1219

are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (d) the subscriber represented that he had knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of an investment in the Company, (e) the subscriber had access to all documents, records, and books of the Company pertaining to the investment and was provided the opportunity ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which the Company possessed or was able to acquire without unreasonable effort and expense, and (f) the subscriber had no need for the liquidity in his investment in the Company and could afford the complete loss of the investment.

				Number of
				Shares
			Purchase or	Purchased or	Expiration
			Exercise Price	Purchasable	Date (WTS) or
	Date of	Type of	(USD	Upon Exercise	Due date
Name	Issue	Security1	Per Share)	or Conversion2	(DEB)	Exemption
Private Investors	1/12	CS	0.30	1,170,100		S, 506
Private Investors	6/12	CS	0.30	30,000		506
Private Investors	12/12	CS	0.08	2,462,267		S, 506
Private Investors	3/13-5/13	CS	0.06	580,834		S, 506
Private Investors	9/13	CS	0.01	50,193,334		S, 506
Private Investors	10/13-2/14	CS	0.02	24,981,107		S, 506
Private Investor	2/02	DEB		$35,000	2/08	S
Private Investors	11/05-2/06	DEB		$555,000	2/14	506
Private Investors	5/06	DEB		$50,000	6/09	506
Private Investor	2/08	DEB		$460,000	6/13	S
Private Investor	6/08	DEB		$326,773	6/13	S
Private Investors	9/12	DEB		$42,500	6/13	506
Private Investor	12/12	DEB		$32,500	9/13	506
Private Investor	4/13	DEB		$42,500	12/13	506

(1)

CS – Common Stock, WAR – Warrant, DEB – Debenture;

(2)

(2) DEB dollar amount convertible

ITEM 6.

SELECTED FINANCIAL DATA

Not applicable.

ITEM 7

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

Cautionary Statement Regarding Forward-Looking Statements

This annual report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. Some discussions in this report may contain forward-looking statements that involve risk and uncertainty. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this report. Forward-looking statements are often identified by words like: "believe", "expect", "estimate", "anticipate", "intend", "project" and similar expressions or words which, by their nature, refer to future events.

In some cases, you can also identify forward-looking statements by terminology such as "may", "will", "should", "plans", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, 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 these forward-looking statements.

1320

materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

RESULTS OF OPERATIONS

Overview

Occidental Development Group, Inc. (“ODG”, the “Company”, “we”, “us”) was incorporated in the State of Nevada in 1998. The Company ~~operates~~provides inphysical plant and equipment, supplies, services and general support to the legal marijuana ~~sector~~industry. Historically, the Company operated in the green building sector offering control and automation technology for single and multi unit new construction and existing buildings.

be required in order to attract and qualify for project financing support and equity funding sufficient to grow the business. Management reached this conclusion concurrent with the close of FY 2013.

15On October 1, 2014 the Company executed a binding Letter of Intent with the Eagle Financial Group (“Eagle”) defining the terms under which Occidental would acquire Eagle. In January 2015, the Company was advised by the principal of Eagle that Eagle no longer wished to pursue the buyout. As a result of the breach of the binding Letter of Intent by Eagle, the Board is considering the option to pursue a claim of damages.

~~Collateral~~The ~~to the~~ Company's ~~effort~~is toactively ~~develop~~evaluating ~~activity~~opportunities infor ~~the~~land ~~aircraft sector~~acquisition, inprofessional ~~September~~services, ~~2014~~hardware ~~the~~development ~~Company~~and ~~was~~hardware ~~introduced to~~ and onequipment ~~October~~supply 1,in ~~2014~~support ~~the Company executed a binding Letter~~ of ~~Intent~~the ~~with~~California, ~~Eagle Financial Diamond Group~~Oregon, ~~Inc.~~Nevada ~~("Eagle")~~and anWashington ~~established~~medicinal ~~Florida~~and ~~company~~recreational ~~active~~marijuana in(THC ~~the consumer~~ and ~~wholesale~~CBD) ~~diamond trade~~markets. The binding Agreement defined the terms under which Occidental would acquire Eagle. In January 2015, the Company was advised by the principal of Eagle that Eagle no longer wished to pursue the buyout. As a result the Board is considering the option to pursue a claim of damages.

OnResults ~~April~~from ~~27,~~ongoing ~~2015~~operations ~~the~~reported ~~Company~~for ~~executed~~the ayears ~~binding~~ending ~~Letter~~May ~~of Intent with 420 International Corp. ("420")~~31, a2015 ~~California~~and ~~company~~2014 ~~active~~relate into the ~~legal~~Company's ~~marijuana~~corporate ~~sector.~~activities ~~The~~including ~~Letter~~restructuring, ofestablishing ~~Intent~~strategic ~~outlines~~relationships, ancompliance ~~all~~and ~~share~~reporting. ~~transaction~~Results infrom ~~which~~discontinued ~~Occidental~~operations ~~acquires~~reported ~~100~~for ~~percent of~~ the ~~outstanding~~years ~~shares~~ending ofMay ~~420. Under terms of the Agreement~~31, ~~the~~2015 ~~principal~~and ~~shareholders~~2014 ofrelate ~~Occidental~~to ~~transfer~~sales ~~a portion~~ of ~~their~~home ~~current~~automation ~~shareholdings~~and toenergy ~~the~~efficiency ~~seller~~products inand ~~exchange~~services ~~for~~and ~~Occidental~~phase-out ~~receiving~~and ~~100~~disposal ~~percent~~ of ~~the~~assets ~~outstanding shares of 420. The share transfer is currently underway~~ and ~~Occidental,~~liabilities ~~through~~associated ~~420,~~with isthese ~~actively engaged in the legal marijuana business~~activities.

Results from ongoing operations reported for the years ending May 31, 2014 and 2013 relate to the Company's corporate activities including restructuring, establishing strategic relationships, compliance and reporting. Results from discontinued operations reported for the years ending May 31, 2014 and 2013 relate to sales of home automation and energy efficiency products and services and phase-out and disposal of assets and liabilities associated with these activities.

Foreign currency translation

The Company's former subsidiaries MCM Integrated Technologies, Ltd. and Cardinal Points Trading, Corp. both used the Canadian Dollar as their functional currency. Transactions denominated in currencies other than the entity’s functional currency are translated into the entity’s functional currency at the exchange rate ruling on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the exchange rate ruling on the balance sheet date. Currency translation differences are recognized in the statement of income for the period.

On consolidation, the results of operations and cash flows whose functional currency is other than the US dollar are translated into US dollars at the average exchange rate for the period and their assets and liabilities are translated into US dollars at the exchange rate ruling on the balance sheet date. Currency translation differences are recognized within other comprehensive income as a separate component of shareholders’ equity. In the event that such an operation is sold, the cumulative currency translation differences that are attributable to the operation are reclassified to income.

During the period June 1, 2013 through March 1, 2014 (the date of disposal of the Company's last Canadian subsidiary), the US dollar to Canadian Dollar exchange rate has varied from a low of 0.8945 on January 31, 2014 to a high of 0.9835 on June 18, 2013. The closing exchange rate was 0.900 and the average exchange rate over the period ended March 011, 2014 was 0.9487 resulting in a foreign currency translation loss ($1,551) for the period ended May 31, 2014. For the period ended May 31, 2015 all transactions were in US dollars and there was nil foreign currency translation gain or loss.

Comparison of the Years Ended May 31, ~~2014~~2015 and May 31, ~~2013~~2014

During the quarter ended November 30, 2013 the Company disposed of its home automation business and during the quarter ended May 31, 2014 the Company disposed of its remaining Canadian subsidiary. As a result of the dispositions of the Company's Canadian subsidiaries historical revenues and expenses associated with these activities were re-classified to discontinued operations and were reported as such on the Company's Consolidated Statements of Operations and Comprehensive Loss. Accordingly, for the reporting periods ended May 31, 2014 and 2013 the Company reported $0 current and comparative historical revenue, cost of revenue and gross profit associated with continuing operations.

1622

~~Operating~~the ~~expenses~~Company's ~~associated~~Consolidated ~~with~~Statements ~~ongoing~~of ~~operations~~Operations and Comprehensive Loss. Accordingly, for the ~~year~~reporting periods ended May 31, ~~2014,~~2015 ~~were~~and ~~515,676~~2014 ~~versus $413,049 for~~ the ~~same~~Company ~~period~~reported in$0 ~~the~~current ~~prior~~and ~~year.~~comparative ~~The~~historical ~~increase~~revenue, incost ~~operating~~of ~~expenses~~revenue ~~reflects~~and ~~increased~~gross ~~consulting~~profit ~~and~~associated ~~professional~~with ~~fees.~~continuing operations.

~~The~~Operating ~~Company~~expenses ~~recorded~~associated anwith ~~operating~~ongoing ~~loss from continuing~~ operations ~~of ($515,676)~~ for the year ended May 31, ~~2014~~2015, ~~compared~~were to$286,483 anversus ~~operating loss of (~~$~~413~~515,~~049)~~676 for the same period in the prior year. ~~This~~The ~~represents~~decrease ain ~~year-on-year~~operating ~~25%~~expenses ~~increase~~reflects indecreased ~~operating~~consulting ~~loss~~and professional fees.

~~Total~~The ~~other~~Company ~~expenses~~recorded an operating loss from continuing operations of ($286,483) for the year ended May 31, ~~2014~~2015 ~~were $96,836~~ compared to an operating loss of ($~~134~~515,~~087~~676) for the ~~comparable~~same period in the prior year. ~~The~~This ~~28%~~represents a year-on-year 44% decrease ~~reflects~~in ~~the~~operating ~~net of decreased amortization expenses associated with beneficial conversion and fee discounts, increased interest expenses and a gain on disposal of assets~~loss.

~~The~~Total ~~net~~other ~~loss~~expenses ~~from continuing operations~~ for the year ended May 31, ~~2014~~2015 ~~was~~were ($~~612~~38,~~512)~~503 compared to ~~a net loss of (~~$~~547~~96,~~136)~~836 for the comparable period in the prior year,. aThe 1260% ~~increase in the~~ year-on-year decrease reflects the net ~~loss~~of ~~from~~decreased ~~continuing~~amortization ~~operations~~expenses associated with beneficial conversion and fee discounts and decreased interest expense.

~~During~~The net loss from continuing operations for the year ended May 31, 2014 ~~the~~was ~~Company recorded a gain from its discontinued operations of~~ ($27324,~~762~~986) compared to a net loss of ($73612,~~558~~512) for the comparable period in the prior year, a 44% decrease in the year-on-year net loss from continuing operations.

~~The~~During ~~consolidated net loss for~~ the year ended May 31, ~~2014~~2015 ~~was ($584,750) compared to ($620,694) for~~ the ~~comparable~~Company ~~period~~had inno ~~the~~discontinued ~~prior~~operations ~~year.~~and Arecorded ~~comprehensive~~no ~~loss~~activity ofrelated ~~($693,492) was realized due as a result of foreign currency translation and adjustments~~ to ~~paid~~discontinued inoperations ~~capital resulting from disposal activities~~ compared to a gain offrom ~~$1,372~~its indiscontinued ~~the~~operations ~~comparable period~~ of ~~the prior year. The resulting comprehensive loss for the period ending May 31, 2014 was (~~$127,~~278,242)~~762 ~~compared to ($619,322)~~ for the ~~corresponding~~comparable period in the prior year~~, an increase of 106%~~.

The consolidated net loss for the year ended May 31, 2015 was ($324,986) compared to ($584,750) for the comparable period in the prior year. The Company did not record any Other Comprehensive gain or loss for the current year compared to a comprehensive loss of ($693,492) for the prior year due as a result of foreign currency translation and adjustments to paid in capital resulting from disposal activities. The resulting comprehensive loss for the period ending May 31, 2015 was ($324,986) compared to ($1,278,242) for the corresponding period in the prior year, a decrease of 75%.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

As of May 31, ~~2014~~2015, our principal sources of liquidity included cash and cash equivalents, and loans from related parties. At May 31, ~~2014~~2015, cash and cash equivalents totaled $1,719 compared to $191,~~342~~719 at May 31, ~~2013~~2014.

Our business continues in transition and our liquidity must be considered in light of the risks, expenses and difficulties frequently encountered by companies in our stage of re-development. The risk factors and other information included in this Annual Report should be carefully considered. However, the risks and uncertainties described in this Annual Report are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations, financial condition, operating results, and cash flows.

Internal and External Sources of Capital

For the year ending May 31, ~~2014~~2015 the Company realized a loss on operations of ($~~612~~286,~~512~~483) and a net loss of ($~~584~~324,~~750~~986). As of May 31, ~~2014~~2015 the Company had a working capital deficit of $1,~~298~~560,~~482~~135 and limited assets to sell in order to create short or long term liquidity. Therefore, we are dependent on external sources for funding until such time as the Company develops positive net cash flow to maintain liquidity. Until such time as we have positive cash flow on a sustained basis, the dependence on external capital will remain. There are no guarantees that we will be able to raise external capital in sufficient amounts or on terms acceptable to us.

Investing Activities

For the year ending May 31, 2015 the Company had no investing activity. During the year ending May 31, 2014 the Company disposed of two vehicles. The Company realized a loss of $640 on one vehicle and a gain of $4,416 on the other vehicle for a net gain of $3,776.

Financing Activities

Since inception, we financed operations through proceeds from the issuance of equity and debt securities and loans from shareholders and others. To date, we raised approximately $14.4 million from the sale of common stock and as at May 31, ~~2014~~2015 we have interest bearing and due on demand borrowings of approximately $~~583~~603,000 ~~thousand~~ from investors and shareholders. Funds from these sources were used as working capital to fund the development of the Company.

The Company executed a securities purchase agreement dated January 31, 2002 (the "Purchase Agreement") with an accredited investors under which we agreed to sell to the investor our convertible Debentures due one year from the final Closing Date under the Purchase Agreement in the aggregate principal amount of $35,000 bearing interest at the rate of 12% per annum and convertible into restricted shares of our Common Stock at a conversion price for each share of Common Stock equal to the closing bid price per share (as reported by Bloomberg, LP) of our Common Stock on the date of conversion.

The Company executed a securities purchase agreement dated as of December 7, 2005 (the "Purchase Agreement") with certain accredited investors under which we agreed to sell to these investors our convertible Debentures due three years from the final Closing Date under the Purchase Agreement in the aggregate principal amount of up to $600,000 bearing interest at the rate of 6% per annum and convertible into restricted shares of our Common Stock at a conversion price for each share of Common Stock equal to 75% of the lowest closing bid price per share (as reported by Bloomberg, LP) of our Common Stock for the fifteen trading days immediately preceding the date of conversion. At any time, the total number of shares held by each debenture holder is not to exceed 4.99% of the issued and outstanding shares. At the close of the offering the company the company completed the sale of an aggregate of $555,000 in Debentures under the Purchase Agreement which resulted in net proceeds of $424,850. In February 2011 the debenture holders extended the maturity date of the debentures to February 28, 2014. In 2006 the Company secured additional debenture financing from an accredited investor in the amount of $50,000 under terms similar to the December 7, 2005 purchase agreement.

The Company executed a securities purchase agreement dated September 4, 2008 (the "Purchase Agreement") with an accredited investors under which we agreed to sell to the investor our convertible Debentures due June 1, 2010 in the aggregate principal amount of $460,000 bearing interest at the rate of 6% per annum and convertible into restricted shares of our Common Stock at a conversion price for each share of Common Stock equal to the lowest closing bid price per share (as reported by Bloomberg, LP) of our Common Stock over the 20 days on which the Company's shares were traded prior to the date of conversion. On May 20, 2011 the debenture holder extended the maturity of the debenture to June 1, 2014.

The Company executed a series of three securities purchase agreements, dated September 6, 2012, December 5, 2012 and April 25, 2013, with a certain accredited investor under which we agreed to sell to the investor convertible Debentures due 8 months from the Closing Dates under the Purchase Agreements in the aggregate principal amount of $117,500, bearing interest at the rate of 8% per annum and convertible into restricted shares of our Common Stock at a conversion price for each share of Common Stock equal to 58% of the lowest closing bid price per share (as reported by Bloomberg, LP) of our Common Stock for the ten trading days immediately preceding the date of conversion. At any time, the total number of shares held by the debenture holder is not to exceed 4.99% of the issued and outstanding shares.

For the fiscal year ended May 31, ~~2014~~2015 the year-on-year balance sheet value of the Company’s loan and debenture principal, accrued interest and related party accrued liabilities ~~decreases~~increased by $~~770~~258,~~996~~528.

FUTURE PLAN OF OPERATIONS

~~Over~~We ~~several~~operate ~~quarters~~in a rapidly evolving and highly regulated industry that, as has been estimated by some, will exceed $30 billion in U.S. sales by the ~~Company~~year ~~actively~~2020. We ~~evaluated~~have been and ~~pursued~~will ~~opportunities~~continue to ~~expand~~be ~~and~~aggressive ~~shift~~in ~~its~~identifying ~~business~~opportunities ~~activities.~~that ~~Early~~we believe will benefit us in the ~~planning~~long ~~process~~term. We itplan ~~became~~to ~~clear~~leverage ~~that~~our ~~significant~~expertise, ~~restructuring~~industry ~~would~~network beconnections ~~required~~and inresources ~~order~~to ~~for~~deliver ~~the~~a ~~Company~~comprehensive, integrated solution to ~~attract~~companies in the ~~working~~cannabis ~~capital~~industry – from operational and ~~investment~~compliance ~~financing~~consulting ~~required~~to security and marketing to ~~support~~financing ~~growth~~needs.

~~Through~~The FYCompany’s ~~2013~~board of directors believe that the acquisition of 420 International Corp. will overcome limitations the Company ~~scaled~~has ~~back~~historically ~~its~~faced ~~project~~raising ~~and~~both ~~marketing~~funds ~~efforts~~to ~~within~~support growth and the investment required to achieve market potential. The Company’s ~~traditional~~is BCactively ~~based~~evaluating ~~home~~opportunities ~~automation~~for ~~sector~~strategic relationships and inalliances, FYfor ~~2014~~land ~~disposed~~acquisition, the provision of ~~its~~professional ~~Canadian~~services, ~~assets~~hardware development and ~~liabilities~~hardware inand ~~favor~~equipment ofsupply, ~~pursuing~~and for industry financing - including evaluating opportunities to make direct term loans or to provide revolving lines of credit to businesses involved in the UScultivation ~~market~~and sale of cannabis and related products. Target geographical markets include national on-line and the California, Oregon, Nevada and Washington medicinal and recreational marijuana (THC and CBD) markets.

~~The~~Cash ~~Company’s~~flow ~~board~~from ofongoing ~~directors~~activities ~~believe~~and ~~that~~ the ~~acquisition~~availability of ~~420~~investment ~~International~~from ~~Corp.~~related ~~will~~and ~~overcome~~qualified/accredited ~~limitations~~third ~~the~~parties ~~Company~~are ~~has~~estimated ~~historically faced raising both funds~~ to ~~support~~be ~~growth~~sufficient ~~and the investment required~~ to ~~achieve~~sustain ~~market potential. Going forward over~~ the ~~coming~~Company’s 24planned ~~months,~~activities ~~Occidental~~through ~~plans~~ to ~~focus on~~ the ~~opportunities~~end ~~available~~of ~~in legal marijuana sector, utilize and build on existing relationships and work to substantially increase~~ the ~~Company's~~2018 ~~revenue.~~fiscal year.

Cash flow from ongoing activities and the availability of investment from related and third parties are estimated to be sufficient to sustain the Company’s planned activities through to the end of the 2015 fiscal year.

OFF BALANCE-SHEET ARRANGEMENTS

During the year ended May 31, ~~2014~~2015 the Company did not engage in any off-balance sheet arrangements as defined in Item 303(a) of the SEC's Regulation S-K.

ITEM 7A

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

The Company's outstanding loans and debentures are either at zero interest or at fixed interest over the term of the loan or debenture. Accordingly, the Company has no exposure to market risk for changes in interest rates.

Foreign Currency Exchange Risks

The Company has ceased operations in Canada and has no assets or liabilities in Canadian dollars and limited transactions using the Canadian Dollar as a functional currency. Each financial period, all assets, and liabilities recorded in Canadian dollars are translated into U.S. Dollars, our reporting currency, using the closing rate method.

There are principally two types of foreign exchange risk: transaction risks and translation risks. Transaction risks may impact the results of operations and translation risks may impact comprehensive income. These are discussed more fully below.

Transaction risks

Transactions in currencies other than the US dollar (the Company's functional currency) are translated at either an average exchange rate used for the reporting period in which the transaction took place (to approximate to the exchange rate at the date of transactions for that period) or in some cases the rate in effect at the date of the transaction. Differences in exchange rates during the period between the date a transaction denominated in a foreign currency is consummated and the date on which it is settled or translated, are recognized in the consolidated statements of operations as foreign exchange transaction gains and losses. This exposes us to foreign currency exchange rate risk in the Statement of Operations. The change in exposure from period to period is related to the change in the balance of the bank accounts based on timing of event receipts and payments. For the year ended May 31, 2014, the Company did not purchase goods valued in US dollars for sale in Canadian dollars and was not subject to transaction risk.

recognized in the consolidated statements of operations as foreign exchange transaction gains and losses. This exposes us to foreign currency exchange rate risk in the Statement of Operations. The change in exposure from period to period is related to the change in the balance of the bank accounts based on timing of event receipts and payments. For the year ended May 31, 2015, the Company did not purchase goods valued in US dollars for sale in Canadian dollars and was not subject to transaction risk.

Translation risks

The financial statements recorded in foreign currency are translated into U.S. dollars using the current rate method. Accordingly, assets and liabilities are translated at period-end exchange rates while revenue, expenses and cash flows are translated at reporting period weighted average exchange rates. Adjustments resulting from these translations are accumulated and reported as the principal component of other comprehensive loss in stockholders’ equity.

~~Fluctuation~~The inCompany ~~exchange~~did ~~rates~~not ~~resulted~~record inany ~~a year-to-date~~ foreign currency translation ~~loss~~activity offor ~~($1,551)~~the onyear ended May 31, ~~2014~~2015. ~~For the comparable period in the prior year, the foreign currency translation gain was $1,372.~~

1926

ITEM 8.

FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~THE~~To ~~BOARD~~the OFboard ~~DIRECTORS~~of ~~AND~~directors ~~SHAREHOLDERS~~and OFshareholders ~~OCCIDENTAL~~of ~~DEVELOPMENT~~Occidental ~~GROUP~~Development Group, ~~INC~~Inc.., ~~AND~~and ~~SUBSIDIARIES~~subsidiaries

~~BEVERLY~~Beverly ~~HILLS~~Hills, ~~CALIFORNIA~~California

We have audited the accompanying consolidated balance sheets of Occidental Development Group, Inc. and Subsidiaries as of May 31, ~~2014~~2015 and ~~2013~~2014, and the related consolidated statements of operations and comprehensive loss, stockholders' (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Occidental Development Group, Inc. and Subsidiaries as of May 31, ~~2014~~2015 and ~~2013~~2014, and the results of its operations and its cash flows for each of the years ~~then~~in the two year period ended inMay 31, 2015 conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations. This raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in Note 2. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC

~~June~~August 41, ~~2015~~2017

Houston, TX

www.mkacpas.com

2027

OCCIDENTAL DEVELOPMENT GROUP, INC. [formerly Intelligent Living Corp] CONSOLIDATED BALANCE SHEETS
OCCIDENTAL DEVELOPMENT GROUP, INC. CONSOLIDATED BALANCE SHEETS
			May 31,		May, 31
			2014		2013
			2015		2014
CURRENT ASSETS
	Cash and cash equivalents	$	1,719	$	191,~~342~~719
	Assets Held for Sale		-		11,754
	TOTAL CURRENT ASSETS		1,719		1,719
	TOTAL CURRENT ASSETS		1,719		31,096
	TOTAL ASSETS	$	1,719	$	1,719
	PROPERTY & EQUIPMENT, NET		-		-
	TOTAL ASSETS	$	1,719	$	31,096
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
	Accounts payable	$	5554,~~346~~344		5355,~~213~~346
	Accrued liabilities		~~198~~202,~~291~~418		~~187~~198,~~889~~291
	Accrued liabilities related party		~~200~~400,000		~~138~~200,~~997~~000
	Accrued interest		~~259~~296,~~891~~727		~~322~~259,~~876~~891
	Accrued interest related party		35,~~794~~461		13,~~507~~794
	Short term notes		23,006		23,006
	Short term notes convertible, net		542,221		335,961
	Short term notes convertible		542,221		542,221
	Short term loans - related party		1737,~~652~~677		-17,652
	Liabilities associated with assets held for sale		-		408,504
	TOTAL CURRENT LIABILITIES		1,561,854		1,300,201
	TOTAL CURRENT LIABILITIES		1,300,201		1,471,953
	TOTAL LIABILITIES		1,561,854		1,300,201
LONG-TERM LIABILITIES
	Debentures		-		619,753
	TOTAL LONG TERM LIABILITIES		-		619,753
	TOTAL LIABILITIES		1,300,201		2,091,706
	COMMITMENTS & CONTINGENCIES		-		-
STOCKHOLDERS' (DEFICIT)
	Preferred stock, 5,000,000 shares authorized, $0.001 par value, 0 issued and outstanding		-		-
	Common stock, 80,000,000 shares authorized, $0.001 par value;75,886,165 and 4,324,110 issued and outstanding respectively		75,886		4,324
	Common stock, 800,000,000 shares authorized, $0.001 par value; 75,886,165 and 75,886,165 issued and outstanding respectively		75,886		75,886
	Stock payable		56,000		-56,000
	Additional paid in capital		15,~~806~~869,~~171~~504		1315,~~893~~806,~~363~~171
	Accumulated deficit		(16,~~456~~781,~~844~~830)		(1516,~~872~~456,~~094~~844)
	Accumulated other comprehensive (loss)		(779,695)		(86779,~~203~~695)
	TOTAL STOCKHOLDERS' (DEFICIT)		(1,~~298~~560,~~482~~135)		(21,~~060~~298,~~610~~482)
	TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)	$	1,719	$	311,~~096~~719

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

2128

OCCIDENTAL DEVELOPMENT GROUP, INC.
[formerly Intelligent Living Corp]
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
			For the 12 month period ended
			For the years ended
			May 31		May 31
			2014		2013
			2015		2014
REVENUES
	Intelligent Home: Equipment & Services	$	-	$	-
COST OF REVENUES
	Intelligent Home: Equipment & Services		-		-
GROSS PROFIT			-		-
EXPENSES
	Consulting fees		-		150,000
	Office & Administrative		286,483		515,676
	Compensation		200,000		-
	TOTAL OPERATING EXPENSES		286,483		515,676
	Office & Administrative		315,676		263,049
(LOSS) FROM OPERATIONS			(286,483)		(515,676)
	TOTAL OPERATING EXPENSES		515,676		413,049
(LOSS) FROM OPERATIONS			(515,676)		(413,049)
OTHER INCOME (EXPENSE)
	Interest, Beneficial conversion and fee discount expense		(96,836)		(113,909)
	Interest expense		(38,503)		(96,836)
	Tax foreign filing reserve expense		-		(20,000)
	TOTAL OTHER INCOME (EXPENSE)		(38,503)		(96,836)
	TOTAL OTHER INCOME (EXPENSE)		(96,836)		(133,909)
(LOSS) FROM CONTINUING OPERATIONS			(324,986)		(612,512)
(LOSS) FROM CONTINUING OPERATIONS			(612,512)		(546,958)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS			-		27,762
INCOME (LOSS) FROM DISCONTINUED OPERATIONS			27,762		(73,736)
CONSOLIDATED NET (LOSS) BEFORE INCOME TAX			(324,986)		(584,750)
CONSOLIDATED NET (LOSS) BEFORE INCOME TAX			(584,750)		(620,694)
	Income Tax Expense		-		-
NET (LOSS)			(~~584~~324,~~750~~986)		(~~620~~584,~~694~~750)
	EARNINGS PER SHARE BASIC AND DILUTED
	(Loss) income per share from continuing operations		$ (0.0100)		$ (0.2701)
	Income (Loss) per share from discontinued operations		$ (0.00)		($ 0.~~04)~~00
	Net (Loss) per share		$ (0.0100)		$ (0.3101)
	Weighted average number of common stock shares outstanding, basic and diluted		4764,~~252~~926,~~025~~465		147,~~994~~252,~~768~~025
OTHER COMPREHENSIVE GAIN (LOSS)
	Foreign currency translation gain (loss)		~~(693,492)~~-		1(693,~~372~~492)
COMPREHENSIVE (LOSS)		$	(1324,~~278,242~~986)	$	(~~619~~1,~~322~~278,242)

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

2229

OCCIDENTAL DEVELOPMENT GROUP, INC. [formerly Intelligent Living Corp] CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
OCCIDENTAL DEVELOPMENT GROUP, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
	Common Stock
	Number of Shares	Amount			Stock to be Issued	Additional Paid-in Capital		Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Deficit
Balance, May 31, 2011	70,909	$	71	$		13,147,621	$	(14,691,501)	$	(108,779)	$	(1,652,589)
Stock issued for conversion of debt	10,000		10			8,990						9,000
Stock issued for conversion of debt	1,170,100		1,170			349,860						351,030
Net loss for the 12 months ended May 31, 2012								(559,899)				(559,899)
Foreign currency translation gain (loss)										21,204		21,204
Balance, May 31, 2012	1,251,009	$	1,251	$		13,506,471	$	(15,251,400)	$	(87,575)	$	(1,831,254)
Stock issued for conversion of debt	3,073,101		3,073			236,398		-		-		239,471
Recording Beneficial Conversion Feature	-		-			90,741		-		-		90,741
Recording Contributed Capital	-		-			59,754		-		-		59,754
Net loss for the 12 months ended May 31, 2013								(620,694)				(620,694)
Foreign currency translation gain (loss)										1,372		1,372
Balance May 31, 2013	4,324,110	$	4,324	$		13,893,363	$	(15,872,094)	$	(86,203)	$	(2,060,610)
Stock issued for conversion of debt and compensation at an average of $0.01 per share	71,562,055		71,562			857,938						929,500
Recording Shares to be Issued					56,000							56,000
Shares Payable					56,000							56,000
Recording Contributed Capital						1,054,870						1,054,870
Contributed Capital						1,054,870						1,054,870
Net Loss for the 12 months ended May 31, 2014								(584,750)				(584,750)
Net Loss								(584,750)				(584,750)
Foreign Currency Translation (loss)										(693,492)		(693,492)
Balance May 31, 2014	75,886,165		75,886		56,000	15,806,171		(16,456,844)		(799,695)		(1,298,482)
Stock rescission	(16,666,667)		(16,667)			16,667						-
Share based compensation	16,666,667		16,667			46,666						63,333
Net Loss								(324,986)				(324,986)
Balance May 31, 2015	75,886,165		75,886		56,000	15,869,504		(16,781,830)		(799,695)		(1,560,135)

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

2330

OCCIDENTAL DEVELOPMENT GROUP, INC.
[formerly Intelligent Living Corp]
CONSOLIDATED STATEMENTS OF CASH FLOWS
					For the 12 month period ended
					For the year ended
					May 31,		May 31,
					2014		2013
					2015		2014
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss			$	(~~584~~324,~~750~~986)	$	(~~620~~584,~~694~~750)
	Adjustments to reconcile net loss
		to net cash used in operating activities:
			Amortization of debt discount		~~29,739~~-		6129,~~002~~739
			Services paid by issuance of common stock		~~200,000~~-		-200,000
			Depreciation / Amortization		-		5,098
			Share based compensation		63,333		-
			Gain on disposal		~~(3,776)~~-		-(3,776)
			Services paid by issuance of debt		~~75,000~~-		-75,000
		Decrease (increase), net of acquisition, in:
			Accounts receivable		~~(23,256)~~-		6(23,~~805~~256)
			Accounts receivable related party		-		-
			Prepaid expenses		-		3,147
		Increase (decrease), net of acquisition, in:
			Services converted to note payable		-		125,000
			Accrued liabilities and interest		40,963		67,867
			Accrued liabilities and interest		67,867		84,498
			Accrued liabilities and interest related party		201,667		202,296
			Accrued liabilities and interest related party		202,296		150,722
			Accounts payable		(1,002)		(14,258)
			Employee advance receivable		-		(70)
			GST tax refundable		-		470
			Accounts payable		(14,258)		78,936
	Net cash used in operating activities				(20,025)		(50,668)
			GST tax refundable		470		(225)
	Net cash used in operating activities				(50,668)		(105,781)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchase of fixed assets				~~(9,645)~~-		-(9,645)
	Proceeds from sale of fixed assets				~~18,507~~-		-18,507
	Net cash provided by investing activities				~~8,862~~-		-8,862
CASH FLOWS FROM FINANCING ACTIVITIES:
	Contributed capital				-		59,754
	Bank Line of Credit				-		7,824
	Bank Line of Credit				7,824		(3,886)
	Repayment of loans				-		(10,140)
	Proceeds of loans				-		117,500
	Proceeds of loans, related party net				20,025		39,636
	Repayment of loans				(10,140)		-
	Repayment of loans, related party net				-		(13,797)
	Proceeds of loans, related party net				39,636		-
	Net cash provided by financing activities				20,025		23,523
	Repayment of loans, related party net				(13,797)		(45,990)
Net increase (decrease) in cash					-		(18,283)
	Net cash provided by financing activities				23,523		127,378
	Effect of foreign exchange on cash				-		(3,039)
Net increase (decrease) in cash					(18,283)		21,597
Cash, beginning of period					1,719		23,041
	Effect of foreign exchange on cash				(3,039)		(1,241)
Cash, end of period				$	1,719	$	1,719
Cash, beginning of period					23,041		2,685
Cash, end of period				$	1,719	$	23,041
SUPPLEMENTAL DISCLOSURES:
	Cash paid for interest and income taxes:
		Interest		$	~~8,728~~-	$	278,~~413~~728
		Income taxes		$	-	$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
	Common stock issued for related party debt and interest			$	~~400,000~~-	$	~~105~~400,~~421~~000
	Accounts payable converted to third party debt			$	-	$	85,000
	Common stock issued for third party debt and interest			$	-	$	385,500
	Common stock issued for third party debt and interest			$	385,500	$	134,050
	Accrued liabilities converted to related party debt			$	-	$	169,500
	Accrued liabilities converted to related party debt			$	169,500	$	122,000
	Accrued liabilities converted to note payable			$	-	$	14,026
	Beneficial conversion feature on third party debt			$	-	$	90,741
	Share rescission			$	16,667	$	-
	Accrued liabilities converted to note payable			$	14,026	$	-
	Disposal of subsidiary			$	-	$	1,054,870
	Disposal of subsidiary				1,054,870		-

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

2431

OCCIDENTAL DEVELOPMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

May 31, ~~2014~~2015

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Occidental Development Group, Inc. (“ODG”, the “Company”, “we”, “us”) was incorporated in the State of Nevada in 1998. Occidental Development Group, Inc. (“ODG”, the “Company”, “we”, “us”) was incorporated in the State of Nevada in 1998. The Company ~~provides~~is actively evaluating opportunities for strategic relationships and alliances, for land acquisition, the provision of professional services, hardware development and ~~support~~hardware and equipment supply, and for industry financing - including evaluating opportunities to make direct term loans or to provide revolving lines of credit to businesses involved in the ~~legal~~cultivation ~~marijuana~~and ~~industry~~sale ~~through~~of ~~subsidiaries~~cannabis and ~~joint~~related ~~ventures~~products. Target geographical markets include national on-line and the California, Oregon, Nevada and Washington medicinal and recreational marijuana (THC and CBD) markets.

Historically, the Company operated in the green building sector offering control and automation technology for single and multi unit new construction and existing buildings. This activity was pursued through its wholly owned Canadian subsidiaries. During the year ended May 31, 2014 the Company discontinued its activities in the green building sector and disposed of all assets liabilities and obligations related to the sector. Future impact on operations iswas ~~expected to be~~ de minimis as of May 31, 2014.

Results from ongoing operations reported for the years ending May 31, ~~2014~~2015 and ~~2013~~2014 relate to the Company's corporate activities including restructuring, establishing strategic relationships, compliance and reporting. Results from discontinued operations reported for the years ending May 31, 2014 ~~and 2013~~ relate to sales of home automation and energy efficiency products and services and phase-out and disposal of assets and liabilities associated with these activities.

The Company’s year-end is May 31.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Occidental Development Group, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Accounting Method

The Company’s financial statements are prepared using the accrual method of accounting.

Accounts Receivable

The Company has adopted the policy to record its accounts receivable at net realizable value. Because of the small customer base, direct contact with customers and relatively small number of transactions, the Company has adopted the direct write off method to account for doubtful accounts. The Company estimates bad debt based on management’s ongoing review and assessment of accounts and creation of reserves for the full amount of doubtful accounts. At May 31, ~~2014~~2015 and ~~2013~~2014, there were accounts receivable allowances of NIL.

Advertising and Marketing Expenses

Advertising expenses consist primarily of costs incurred in the design, development, and printing of Company literature and marketing materials. The Company expenses all advertising expenditures as incurred. The Company incurred advertising and marketing expenses of $Nil and $826 for the years ending May 31, 2014 and 2013 respectively.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents. At May 31, ~~2014~~2015 and ~~2013~~2014, the Company did not have cash equivalents.

2532

OCCIDENTAL DEVELOPMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

May 31, ~~2014~~2015

Commitments and Contingencies

We record estimated commitments for future obligations and estimate contingencies when information is available that indicates that it is probable that an asset has been impaired or a liability has been incurred and the amount can be reasonably estimated. When no accrual is made for a loss contingency because one or both of these conditions are not met, or if an exposure to loss exists in excess of the amount accrued, we disclose such contingencies when there is at least a reasonable possibility that a loss or an additional loss may have been incurred. Determining the likelihood of incurring a liability and estimating the amount of the liability involves significant judgment. If the outcome of the liability is more adverse to us than management currently expects, then we may have to record additional charges in the future. See Note 6 for details on commitments and contingencies.

Comprehensive Income

The Company accounts for Comprehensive Income in accordance with ASC Topic 220. ASC Topic 220 establishes standards for reporting and displaying comprehensive income, its components and accumulated balances. For the year ending May 31, 2014 the Company reported a comprehensive loss of $693,492 resulting from the conversion of Canadian dollar subsidiaries into US dollars. For the year ending May 31, ~~2014~~2015 the ~~accumulated~~Company ~~comprehensive~~did ~~loss~~not ~~due~~record toa ~~the~~comprehensive ~~conversion~~gain ofor ~~Canadian dollar subsidiaries into US dollars was $779,695~~loss.

Costs Associated with Exit or Disposal Activities

The Company accounts for exit or disposal activities in accordance with ASC Topic 220, “Accounting for Costs Associated with Exit or Disposal Activities” ASC 220 establishes standards for the recognition, measurement, and reporting of costs associated with exit and disposal activities, including restructuring activities. There has been no impact on the Company’s financial position or results of operations from adopting ASC 220.

Earnings per Share

The Company has adopted ASC 260 “Earnings Per Share”. Basic loss per share is computed using the weighted average number of common shares outstanding. Diluted net loss per share is the same as basic net loss per share, as the inclusion of common stock equivalents would be antidilutive.

	For the Year Ended May 31,
(in thousands)	~~2014~~2015		~~2013~~2014
(Loss) from continuing operations	$	(~~612~~325.50)	$	(~~547~~612.15)
Gain (Loss) from discontinued operations	~~27.7~~-		~~(73~~27.6)7
Net (loss) income	$	(~~584~~325.80)	$	(~~620~~584.78)
Weighted average shares outstanding:
Basic	4764,~~252~~926,~~025~~465		147,~~994~~252,~~768~~025
Effect of dilutive securities:
Stock options and warrants	—		—
Convertible loans	—		—
Basic and diluted	4764,~~252~~926,~~025~~465		1,994,768
Gain (Loss) per share from continuing operations: basic and diluted	$	(0.0100)	$	(0.2701)
Gain (Loss) per share from discontinued operations: basic and diluted	$	(0.00)	$	(0.~~04)~~00
Net (loss) income per share: basic and diluted	$	(0.0100)	$	(0.3101)

2633

OCCIDENTAL DEVELOPMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

May 31, ~~2014~~2015

The following potential common shares have been excluded from the computation of diluted net income per share for the years ended May 31, ~~2014~~2015 and ~~2013~~2014 because their inclusion would have been antidilutive:

	For the Year Ended May 31, 2014	For the Year Ended May 31, 2013
	For the Year Ended May 31, 2015	For the Year Ended May 31, 2014
Outstanding common stock options and warrants	~~Nil~~-	~~Nil~~-
Convertible loans	9868,~~630~~705,~~155~~703	5298,~~520~~630,~~928~~155

Fair Value of Financial Instruments

On July 1, 2008, the Company adopted Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (“Topic 820”). Topic 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

The following table represents our assets and liabilities by level measured at fair value on a recurring basis at May 31, ~~2014~~2015

Total

Realized

Description

Level 1

Level 2

Level 3

Loss

Totals

The following table represents our assets and liabilities by level measured at fair value on a recurring basis at May 31, ~~2013~~2014:

Total

Realized

Description

Level 1

Level 2

Level 3

Loss

Totals

The adoption of this standard did not have a material effect on the Company’s financial position, results of operations or cash flows.

Software Development Costs

Software development costs include direct costs incurred for internally developed products classified under Other Assets. We account for software development costs in accordance with ASC 350-40. All capitalized software costs are amortized on a straight line basis over an estimated useful life and are reviewed for impairment annually. As of May 31, ~~2014~~2015, all software costs were fully amortized.

Foreign Currency Translation

2734

OCCIDENTAL DEVELOPMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

May 31, ~~2014~~2015

on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the exchange rate ruling on the balance sheet date. Currency translation differences are recognized in the statement of income for the period.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As shown in the accompanying financial statements, at May 31, ~~2014~~2015 the Company has an accumulated deficit of $16,~~456~~781,~~844~~830, and current liabilities in excess of current assets by $1,~~298~~561,~~482~~854. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Commencing in September 2013 and continuing through to March 2014 management systematically phased out of all Canadian operations and re-located the Company's offices to Beverly Hills CA. Commencing in Q2 2014 the Company began reporting all home automation activity under the category of discontinued operations. This transition was completed as of May 31, 2014.

Impairment of long-lived assets

We have adopted ASC 350 for the assessment of impairment of goodwill and indefinite life intangibles on an annual basis. The potential impairment of finite life intangibles is assessed whenever events or a change in circumstances indicate the carrying value may not be recoverable. Factors we consider important which could trigger an impairment review include the following:

significant underperformance relative to historical or expected projected future operating results;

significant changes in the manner of our use of the acquired assets or the strategy for our overall business;

significant negative industry or economic trends;

significant decline in our stock price for a sustained period of time; and

our market capitalization relative to net book value.

When we determine that the carrying value of goodwill and indefinite life intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment, we measure any potential impairment based on a projected discounted cash flow method using a discount rate determined by our management to be commensurate with the risk inherent in our current business model.

Inventory

The Company has adopted ASC 330: Inventory at May 31, 2014 was Nil and at May 31, 2013 consisted of a variety of home automation equipment. Inventories are recorded using the specific identification method and valued at the lower of recorded cost or market value. The recorded cost of inventory was $Nil at May 31, 2014, and $53,701 at May 31, 2013. Reserves of $Nil at May 31, 2014 and $51,749 at May 31, 2013 were recorded for home automation inventory.

OCCIDENTAL DEVELOPMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2014

Inventory	May 31 2014	May 31 2013
	Recorded Cost
Home automation equipment	$Nil	$53,701
Total Recorded Cost	$Nil	$53,701
	Reserve
Home automation equipment	$Nil	$51,382
	Net of Reserve
Total Inventory net of reserve	$Nil	$1,939

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. References herein to the Company include the Company and its subsidiaries, unless the context otherwise requires.

OCCIDENTAL DEVELOPMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2015

Property and Equipment

Property and equipment are stated at cost. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years (see note 3).

Provision for Taxes

We account for income taxes in accordance with accounting guidance now codified as FASB ASC Topic 740, “Income Taxes,” which requires that we recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

Accounting guidance now codified as FASB ASC Topic 740-20, “Income Taxes – Intra-period Tax Allocation,” clarifies the accounting for uncertainties in income taxes recognized in accordance with FASB ASC Topic 740-20 by prescribing guidance for the recognition, de-recognition and measurement in financial statements of income tax positions taken in previously filed tax returns or tax positions expected to be taken in tax returns, including a decision whether to file or not to file in a particular jurisdiction. FASB ASC Topic 740-20 requires that any liability created for unrecognized tax benefits is disclosed. The application of FASB ASC Topic 740-20 may also affect the tax bases of assets and liabilities and therefore may change or create deferred tax liabilities or assets. We would recognize interest and penalties related to unrecognized tax benefits in income tax expense.

At May 31, ~~2014~~2015, the Company had net deferred tax asset calculated at an expected rate of 34% of approximately $4,~~257~~724,000 principally arising from net operating loss carryforwards for income tax purposes. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax asset, a valuation allowance equal to the net deferred tax asset has been established at May 31, ~~2014~~2015. The significant components of the deferred tax asset at May 31, ~~2014~~2015 and May 31, ~~2013~~2014 were as follows:

		May 31, 2014		May 31, 2013
		May 31, 2015		May 31, 2014
Net operating loss carryforward	$	13,~~631~~893,~~839~~492	$	13,~~076~~631,~~828~~839
Deferred tax asset - NOL	$	4,~~634~~723,~~866~~787	$	4,~~446~~634,~~162~~866
Deferred tax asset valuation allowance	$	(4,~~634~~723,~~866~~787)	$	(4,~~446~~634,~~162~~866)
Net deferred tax asset	$	-	$	-

At May 31, 2015, the Company had net operating loss carryforwards of approximately $13,893,000 which expire in the years 2020 through 2033. The change in the allowance account from May 31, 2014 to May 31, 2015 was $88,921.

The components of current income tax expense as of May 31, 2015 and 2014 respectively are as follows:


	As of May 31,
		2015		2014
Current federal tax expense	$	-	$	-
Current state tax expense	$	-	$	-
Change in NOL benefits	$	88,921	$	188,704
Change in valuation allowance	$	(88,921)	$	(188,704)
Income tax expense	$	-	$	-

OCCIDENTAL DEVELOPMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

May 31, ~~2014~~2015

AtFor the period ended May 31, ~~2014~~2015, ~~the~~other ~~Company~~than ~~had~~a ~~net~~reserve ~~operating loss carryforwards~~ of ~~approximately~~ $13150,~~632,~~000 ~~which~~for ~~expire~~potential infederal ~~the~~tax ~~years~~penalties ~~2020~~associated ~~through~~with ~~2032.~~late ~~The~~filing ~~change~~of inforeign subsidiary disclosures, the ~~allowance~~Company ~~account~~did ~~from~~not ~~May~~record ~~31,~~any ~~2013~~liabilities tofor ~~May~~uncertain ~~31,~~tax ~~2014 was $188,704~~positions.

The components of current income tax expense as of May 31, 2014 and 2013 respectively are as follows:

	As of May 31,
		2014		2013
Current federal tax expense	$	-	$	-
Current state tax expense	$	-	$	-
Change in NOL benefits	$	188,704	$	188,562
Change in valuation allowance	$	(188,704)	$	(188,562)
Income tax expense	$	-	$	-

For the period ended May 31, 2014, other than a reserve of $150,000 for potential federal tax penalties associated with late filing of foreign subsidiary disclosures, the Company did not record any liabilities for uncertain tax positions.

Revenue Recognition

The Company generates revenues designing and installing, integrating and servicing automation solutions and energy use monitoring and conservation systems for commercial and residential new construction and renovation projects. The Company generates revenues in three primary ways: first, the Company offers a complete turnkey solution with products and services to contractors and end users; second, the Company sells only products to its contractors and end users; and third, the Company sells only services to its contractors and end users. Revenue on product sales, service agreements and turnkey contracts is recognized using the completed contract method in accordance with ASC Topic 605 “Revenue Recognition in Financial Statements.”

Use of Estimates

The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. The useful lives of property and equipment for purposes of computing depreciation are three to seven years. The following is a summary of property, equipment, and accumulated depreciation:

Property and Equipment		May 31, ~~2014~~2015		May 31, ~~2013~~2014
Computer hardware and software	$	314,903	$	~~811~~314,~~741~~903
Furniture, fixtures, vehicles, leaseholds		-		~~342,754~~-
Book value of property and equipment		314,903		1314,~~154,495~~903
Less accumulated depreciation		(314,903)		(1314,~~149,256~~903)
Property and equipment - net	$	Nil	$	~~5,239~~Nil

30For the years ended May 31, 2015 and 2014, depreciation expenses were $Nil. The Company evaluates the recoverability of property and equipment when events and circumstances indicate that such assets might be impaired. The Company determines impairment by comparing the undiscounted future cash flows estimated to be generated by these assets to their respective carrying amounts. Maintenance and repairs are expensed as incurred. Replacements and betterments are capitalized. The cost and related reserves of assets sold or retired are removed from the accounts, and any resulting gain or loss is reflected in results of operations.

OCCIDENTAL DEVELOPMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2014

For the years ended May 31, 2014 and 2013, depreciation expenses were $Nil and $5,098. The Company evaluates the recoverability of property and equipment when events and circumstances indicate that such assets might be impaired. The Company determines impairment by comparing the undiscounted future cash flows estimated to be generated by these assets to their respective carrying amounts. Maintenance and repairs are expensed as incurred. Replacements and betterments are capitalized. The cost and related reserves of assets sold or retired are removed from the accounts, and any resulting gain or loss is reflected in results of operations.

NOTE 4 – COMMON STOCK

During the year ended May 31, 2013 the Company issued 3,073,101 shares of common stock for conversion of debt valued at $239,471.

During the year ended May 31, 2014 the Company issued 1,264,762 shares of its unregistered common stock for conversion of $14,900 of third party debt principal at a conversion price per share equal to a discount of 42% from the average of the lowest three closing prices for the Company’s stock during the ten days prior to conversion.

OCCIDENTAL DEVELOPMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2015

During the year ended May 31, 2014 the Company recognized conversion notices for the conversion of $370,600 of third party note and debenture principal and accrued interest into 23,909,678 shares of its unregistered common stock. As of February 28, 2014 the Company issued 20,296,775 shares and recorded the balance of 3,612,903 shares as stock payable. The conversions were at a conversion price equal to the lowest closing price per share of the Company’s common stock for the 20 days on which the Company's shares traded immediately preceding the date of conversion.

During the year ended May 31, 2014 the Company issued 33,333,334 shares of its unregistered common stock for conversions of $400,000 of related party debt principal. The conversions were at a conversion price equal to the lowest closing price per share of the Company’s common stock for the 20 days on which the Company's shares traded immediately preceding the date of conversion.

During the year ended May 31, 2014 the Company issued 16,666,667 shares of its unregistered common stock in fulfillment of a $200,000 related party stock based compensation agreement at a share price equal to $0.01, fair market value as of August 15, 2013, the effective date of the compensation agreement.

On August 31, 2014, the Company rescinded 16,666,667 shares of its unregistered common stock issued during the year ended May 31, 2014 due to non-performance of the terms of the underlying agreement. These shares were cancelled at the par value of $16,667 in accordance with ASC 718 as no additional consideration was given as replacement for the cancelled shares with the offset to additional paid in capital resulting in no change in equity during the year ended May 31, 2015.

On April 28, 2015, the Company granted and issued 16,666,667 shares of its unregistered common stock at a share price equal to $0.0038, fair market value as of April 28, 2015, the effective date of the underlying agreement, totaling $63,333 as consideration for the letter of intent dated April 27,2015 with Company 420.

All stock issued, and notices of conversion were in accordance with the terms of the underlying agreements.

NOTE 5 – RELATED PARTIES (NOTES PAYABLE RELATED PARTY)

During the year ended May 31, 2013, the Company converted $122,000 of accrued liabilities, into a new related party debenture in the same amount and re-classified and converted a $30,267 short term non-interest bearing note into a new related party debenture. The debentures bear interest at 6% and mature on June 1, 2014. The debentures are convertible into shares of common stock at a conversion price equal to the lowest closing price per share of the Company’s common stock for the 20 days on which the Company's shares traded immediately preceding the date of conversion or at a price of $0.0005 per share whichever is greater. The Company determined that there was no derivative liability or beneficial conversion associated with the new debentures.

During the year ended May 31, 2013 the Company converted $103,267 of related party debenture principal and $2,154 of related party debenture interest into 1,405,600 shares of common stock at a share price of $0.10 per share. All conversions were made in accordance with the underlying debt agreement.

OCCIDENTAL DEVELOPMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2014

During the year ended May 31, 2013, the balance sheet liability associated with related party loans, debentures and accrued liabilities decreased by $30,196. Related party loans outstanding as of May 31, 2013 totaled $320,036 are uncollateralized and due on demand. The Company paid the Company’s officers $245,848 of loan principal and $27,413 of interest in cash and accrued related party interest of $722. Total outstanding related party debt [principal plus accrued interest] for the periods ended May 31, 2013 was $321,543.

During the year ended May 31, 2014, the Company converted $150,000 of accrued liabilities and $50,000 of short term debt into a new $200,000 related party debenture. The debenture bears interest at 6% and matures on June 1, 2014. The debenture is convertible into shares of common stock at a conversion price equal to the lowest closing price per share of the Company’s common stock for the 20 days on which the Company's shares traded immediately preceding the date of conversion or at a price of $0.0005 per share whichever is greater. The Company determined that there was no derivative liability or beneficial conversion associated with the new debenture.

During the twelve months ended May 31, 2014, the Company issued a new related party $75,000 convertible note for professional time expenses. The note is non interest bearing and matures on December 31, 2013. The note is convertible into shares of common stock at a conversion price equal to the lowest closing price per share of the Company’s common stock for the 20 days on which the Company's shares traded immediately preceding the date of conversion or at a price of $0.0005 per share whichever is greater. The Company determined that there was no derivative liability or beneficial conversion associated with the new note.

During the twelve months ended May 31, 2014 the Company recorded related party stock based compensation in the amount $200,000 and in full payment issued 16,666,667 shares of restricted common stock of the Company at a share price equal to $0.01, fair market value as of August 15, 2013, the effective date of the compensation agreement. During this same period the Company received conversion notices for $200,000 of related party debentures and $200,000 of related party convertible notes and issued an aggregate of 33,333,334 restricted shares of the Company’s common stock at a conversion price of $0.012 per share.

OCCIDENTAL DEVELOPMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2015

All stock issued, and notices of conversion were in accordance with the terms of the underlying agreements.

During the twelve months ended May 31, 2014, the Company re-classified $316,750 of related party debt and $14,026 of related party accounts payable to third party.

During the twelve months ended May 31, 2014, the Company disposed of its subsidiary MCM Technologies Inc. ("MCM") by sale to a previous related party, Murat Erbatur, the Company's former COO, for $1.00. The transaction was accounted for by rolling up assets and liabilities into a one-time adjustment of ($342,880) to additional paid in capital.

During the twelve months ended May 31, 2014 the balance sheet liability associated with related party loans, accounts payable, debentures, accrued interest and accrued liabilities decreased by $250,097. The remaining loans totaling $17,652 ~~are~~were uncollateralized and due on demand. The Company paid the Company’s officers $13,797 of loan principal in cash, and accrued related party interest of $3,794. ~~Total outstanding related party debt [principal plus accrued interest] for the period ended May 31, 2014 and May 31, 2013 was respectively $21,446 and $321,543.~~

During the12 month period ended May 31, 2015 the Company's CEO loaned the Company $20,025 and the Company accrued $1,667 of related party interest. During the 12 months ended May 31, 2015 the balance sheet liability associated with related party loans and accrued liabilities increased by $21,692. The remaining loan totaling $37,677 is uncollateralized and due on demand. Total outstanding related party debt [principal plus accrued interest] for the period ended May 31, 2015 and May 31, 2014 was respectively $43,138 and $21,446.

The following table summarizes the amounts due to related parties at May 31, 2015:


Related Parties		Principal Outstanding on May 31, 2015		Interest Accrued to May 31, 2015
Short term notes	$	37,677	$	5,461
Total	$	37,677	$	5,461

The following table summarizes the amounts due to related parties at May 31, 2014:


Related Parties		Principal Outstanding on May 31, 2014		Interest Accrued to May 31, 2014
Short term notes	$	17,652	$	3,794
Total	$	17,652	$	3,794

OCCIDENTAL DEVELOPMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2014

The following table summarizes the amounts due to related parties at May 31, 2013:

Related Parties		Principal Outstanding on May 31, 2013		Interest Accrued to May 31, 2013
Short term notes	$	320,036	$	1,507
Total	$	320,036	$	1,507

The following table summarizes the position of notes, and amounts due to related parties at May 31, 2014 and May 31, 2013:

Related Parties		Principal Outstanding on May 31, 2014	Interest Accrued to May 31, 2014	Principal Outstanding on May 31, 2013	Interest Accrued to May 31, 2013
Short term notes	$	17,652	3,794	320,036	1,507
Total	$	17,652	3,794	320,036	1,507

NOTE 6 – COMMITMENTS AND CONTINGENCIES

Lease Commitments

For the year ending May 31, ~~2014~~2015 the Company did not have any lease or other long term commitments and management was not aware of any contingencies not already provided for. The Company rents office space on a month-to-month basis. This arrangement is expected to continue for the foreseeable future.

NOTE 7 – THIRD PARTY NOTES AND DEBENTURES PAYABLE

During the 12 months ended May 31, 2013 the Company negotiated a series of three 8% convertible debentures with Asher Enterprises, Inc.

The First Asher Note, principal amount $42,500, due in June 2013, is convertible into shares of the Company’s common stock, at the discretion of the holder, commencing 180 days following the date of the debenture at a conversion price per share equal to a discount of 42% from the average of the lowest three closing prices for the Company’s stock during the ten days prior to conversion or $0.00009 per share whichever is greater.39

The Company evaluated the First Asher Note and determined that the shares issuable pursuant to the conversion option were determinate due to the Fixed Floor Conversion Price and, as such, does not constitute a derivative liability as the Company has obtained authorization from a majority of shareholders such that should conversion occur at the Fixed Conversion Price the appropriate number of shares will be available or issuable for settlement to occur. The beneficial conversion feature discount resulting from the conversion price of $0.03, below the market price on September 6, 2012 of $0.038, resulted in a discount of $42,500 of which $42,294 was amortized during the 12 months ended May 31, 2013.

The Second Asher Note, due in September 2013, is convertible into shares of the Company’s common stock, at the discretion of the holder, commencing 180 days following the date of the debenture at a conversion price per share equal to a discount of 42% from the average of the lowest three closing prices for the Company’s stock during the ten days prior to conversion or $0.00009 per share whichever is greater.

OCCIDENTAL DEVELOPMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

May 31, ~~2014~~2015

The ~~Company~~First ~~evaluated the Second~~ Asher Note, ~~and~~principal ~~determined~~amount ~~that~~$42,500, ~~the shares issuable pursuant to the conversion option were determinate~~ due toin ~~the~~June ~~Fixed Floor Conversion Price and~~2013, asis ~~such,~~convertible ~~does~~into ~~not~~shares ~~constitute~~of ~~a derivative liability as~~ the Company’s ~~has~~common ~~obtained~~stock, ~~authorization~~at ~~from~~the adiscretion ~~majority~~ of ~~shareholders~~the ~~such~~holder, ~~that~~commencing ~~should~~180 ~~conversion~~days ~~occur~~following at the ~~Fixed~~date ~~Conversion~~of ~~Price~~ the ~~appropriate~~debenture ~~number~~at ofa ~~shares~~conversion ~~will~~price beper ~~available~~share orequal ~~issuable for settlement~~ to ~~occur.~~a ~~The beneficial conversion feature~~ discount ~~resulting~~of 42% from the ~~conversion~~average ~~price~~ of ~~$0.007 below~~ the ~~market~~lowest ~~price~~three onclosing ~~December~~prices 5,for ~~2012~~the ofCompany’s ~~$0.020~~stock ~~resulted~~during inthe aten ~~discount~~days ofprior ~~$16,226~~to ofconversion ~~which~~or $~~10,406~~0.00009 ~~was~~per ~~amortized~~share ~~during~~whichever ~~the~~is ~~12 months ended May 31, 2013~~greater.

The Company evaluated the Second Asher Note and determined that the shares issuable pursuant to the conversion option were determinate due to the Fixed Floor Conversion Price and, as such, does not constitute a derivative liability as the Company has obtained authorization from a majority of shareholders such that should conversion occur at the Fixed Conversion Price the appropriate number of shares will be available or issuable for settlement to occur. The beneficial conversion feature discount resulting from the conversion price of $0.007 below the market price on December 5, 2012 of $0.020 resulted in a discount of $16,226 of which $10,406 was amortized during the 12 months ended May 31, 2013. The balance of $5,820 was amortized during the 12 months ended May 31, 2014.

The Third Asher Note, due in December 2013, is convertible into shares of the Company’s common stock, at the discretion of the holder, commencing 180 days following the date of the debenture at a conversion price per share equal to a discount of 42% from the average of the lowest three closing prices for the Company’s stock during the ten days prior to conversion or $0.00009 per share whichever is greater.

The Company evaluated the Third Asher Note and determined that the shares issuable pursuant to the conversion option were determinate due to the Fixed Floor Conversion Price and, as such, does not constitute a derivative liability as the Company has obtained authorization from a majority of shareholders such that should conversion occur at the Fixed Conversion Price the appropriate number of shares will be available or issuable for settlement to occur. The beneficial conversion feature discount resulting from the conversion price of $0.004, below the market price on September 6, 2012 of $0.007, resulted in a discount of $27,765 of which $4,080 was amortized during the 12 months ended May 31, 2013. The balance of $23,685 was amortized during the 12 months ended May 31, 2014.

Pursuant to the terms of the Asher debentures, and by agreement with Asher, the Company has instructed its stock transfer agent to reserve an agreed upon number of shares of the Company’s common stock to be issued if the debenture is converted. As of May 31, ~~2013~~2015, 3,000,000 shares have been reserved, but are not considered as issued and outstanding.

During the year ended May 31, 2013, the Company converted third party accounts payable of $85,000 and $125,000 to short term non-interest bearing convertible notes due June 2013 and December 31, 2013 respectively. The principal is convertible into shares of common stock at a conversion price equal to the lowest closing price per share of the Company’s common stock for the 20 days on which the Company's shares traded immediately preceding the date of conversion or at a price of $0.0005 per share whichever is greater. The Company evaluated the convertible notes and determined that the shares issuable pursuant to the conversion options were determinate due to the Fixed Floor Conversion Price and, as such, do not constitute a derivative liability as the Company has obtained authorization from a majority of shareholders such that should conversion occur at the Fixed Conversion Price the appropriate number of shares will be available or issuable for settlement to occur. The beneficial conversion feature discount associated with the $85,000 note, resulting from the conversion price of $0.001 below the market price on December 31, 2012 of $0.021, resulted in a discount of $4,250 of which $4,222 was amortized during the 5 months ended May 31, 2013. The $125,000 note was evaluated and it was determined that there was no associated beneficial conversion feature discount.

~~All outstanding notes and debentures were evaluated for embedded derivatives in accordance with ASC 815 and were found to not include any embedded derivatives.~~40

During the 12 months ended May 31, 2013 the Company converted $9,000 of short term note principal into 30,000 shares of the Company’s common stock and $36,800 of the First Asher Note principal into 580,834 shares of the Company’s common stock. All stock was issued within the terms of the underlying agreements.

During the 12 month period ended May 31, 2013 the Company recorded expenses of $50,201 for accrued interest and $61,002 related to amortization of debenture discounts.

OCCIDENTAL DEVELOPMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

May 31, ~~2014~~2015

~~Third~~immediately ~~party~~preceding ~~short~~the ~~term~~date ~~principal~~of ~~outstanding~~conversion onor ~~May~~at ~~31,~~a ~~2013~~price ~~was~~of $~~393~~0.0005 per share whichever is greater. The Company evaluated the convertible notes and determined that the shares issuable pursuant to the conversion options were determinate due to the Fixed Floor Conversion Price and,~~576~~ as such, ~~consisting~~do not constitute a derivative liability as the Company has obtained authorization from a majority of ~~note~~shareholders ~~principal~~such ~~$237,876~~that ~~and~~should ~~debenture~~conversion ~~principal~~occur at the Fixed Conversion Price the appropriate number of shares will be available or issuable for settlement to occur. The beneficial conversion feature discount associated with the $~~155~~85,~~700.~~000 ~~Total~~note, ~~third~~resulting ~~party~~from ~~long~~the ~~term~~conversion ~~principal~~price ~~outstanding~~of $0.001 below the market price on ~~May~~December 31, ~~2013~~2012 ~~consisted~~ of ~~debenture~~$0.021, ~~principal~~resulted in a discount of $~~619~~4,~~753.~~250 ~~Total~~of ~~outstanding~~which ~~third~~$4,222 ~~party~~was ~~principal~~amortized ~~outstanding~~during onthe 5 months ended May 31, 2013. ~~was~~The balance of $128 was amortized during the 12 months ended May 31,~~013,329~~ 2014. The $125,000 note was evaluated and it was determined that there was no associated beneficial conversion feature discount.

~~During~~All ~~the~~third ~~twelve months ended May 31, 2014 the Company re-classified $316,750 of related~~ party ~~debt~~notes and ~~$14,026~~debentures ofwere ~~related~~fully ~~party~~discounted ~~accounts~~as ~~payable~~at toMay ~~third party and retired the obligations through the sale of the operation. During this period the Company paid $8~~31,~~728~~ ~~of interest associated with these notes in cash~~2014.

All outstanding notes and debentures were evaluated for embedded derivatives in accordance with ASC 815 and were found to not include any embedded derivatives.

During the twelve months ended May 31, 2014 the Company re-classified $316,750 of related party debt and $14,026 of related party accounts payable to third party and retired the obligations through the sale of the associated subsidiary. During this 12 month period the Company paid $8,728 of interest associated with these notes in cash.

During the twelve months ended May 31, 2014 the Company converted $14,900 of Asher debenture principal into 1,264,762 shares of the Company’s common stock. The conversion was within the terms of the underlying agreement. During this period the Company exercised its option to repay in cash the balances due on the First and Second Asher Notes. The Company repaid $2,800 of principal, $1,981 of accrued interest and $3,719 of accelerated interest on the First Asher Note and $32,500 of principal, $1,627 of accrued interest and $17,873 of accelerated interest on the Second Asher Note.

During the twelve months ended May 31, 2014 the Company recognized the conversion of a total of $370,600 of third party debenture principal, debenture accrued interest and note principal into 23,909,678 shares of its unregistered common stock. As of May 31, 2014 the Company issued 20,296,775 shares and recorded the balance of 3,612,903 shares as stock payable. The conversions were at a conversion price equal to the lowest closing price per share of the Company’s common stock for the 20 days on which the Company's shares traded immediately preceding the date of conversion. The conversions were within the terms of the underlying agreements.

Total third party principal outstanding on May 31, 2014 was $565,227, consisting of note principal $23,006 and debenture principal $542,221. For the period ended May 31, 2014 all third party debt was short term.

~~The~~During ~~following~~the ~~tables~~twelve ~~summarize~~months ended May 31, 2015 the ~~outstanding~~Company ~~principal~~accrued ~~and~~$36,836 ~~discounts~~of ~~associated~~third ~~with~~party ~~debentures~~interest. ~~and~~Third ~~notes~~party principal outstanding aton May 31, ~~2013~~2015 was $565,227, consisting of note principal $23,006 and debenture principal $542,221. Total third party principal and accrued interest outstanding on May 31, ~~2014~~2015 was $861,954.

May 31, 2013
Long and Short Term Debentures			Notes			Total
Principal at end of period	Remaining Discounts	Balance Sheet Amount net of discounts	Principal at end of period	Remaining Discounts	Balance Sheet Amount net of discounts	End of Period Balance Sheet Amount
$775,453	$29,711	$745,742	$237,876	$28	$237,848	$983,590

May 31, 2014
Debentures			Notes			Total
Principal at end of period	Remaining Discounts	Balance Sheet Amount net of discounts	Principal at end of period	Remaining Discounts	Balance Sheet Amount net of discounts	End of Period Balance Sheet Amount
$542,221	$Nil	$542,221	$23,006	N/A	$23,006	$565,227

OCCIDENTAL DEVELOPMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

May 31, ~~2014~~2015

The following tables summarize the outstanding principal and ~~accrued~~discounts ~~interest~~associated onwith ~~notes~~debentures and ~~debentures~~notes asoutstanding ofat May 31, ~~2013~~2014 and May 31, ~~2014 are summarized in the following tables:~~2015.

Notes and Debentures		Principal Amount at May 31, 2013	Weighted Average Interest Rate		Accrued Interest May 31, 2013
May 31, 2014
Third Party Notes	$	237,876	Nil	$	Nil
Debentures			Notes			Total
Third Party Debentures		775,453	6.7%		322,876
Principal at end of period	Remaining Discounts	Balance Sheet Amount net of discounts	Principal at end of period	Remaining Discounts	Balance Sheet Amount net of discounts	End of Period Balance Sheet Amount
Total	$	1,013,329	5.1%	$	322,876
$542,221	$Nil	$542,221	$23,006	N/A	$23,006	$565,227
Notes and Debentures		Principal Amount at May 31, 2014	Weighted Average Interest Rate		Accrued Interest May 31, 2014
Third Party Notes	$	23,006	N/A	$	Nil
Third Party Debentures		542,221	6.8%		259,891
Total	$	565,227	6.5%	$	259,891

Principal payments on loans and debentures payable in the years ending May 31, 2015 through 2019 are as follows:


May 31, 2015
Debentures			Notes			Total
Principal at end of period	Remaining Discounts	Balance Sheet Amount net of discounts	Principal at end of period	Remaining Discounts	Balance Sheet Amount net of discounts	End of Period Balance Sheet Amount
$542,221	$Nil	$542,221	$23,006	N/A	$23,006	$565,227

Fiscal Year	Principal
2015	$565,227
2016	-
2017	-
2018	-
2019	-
Total	$565,227

The principal and accrued interest on notes and debentures as of May 31, 2014 and May 31, 2015 are summarized in the following tables:

NOTE 8 – DISCONTINUED OPERATIONS


Notes and Debentures		Principal Amount at May 31, 2014	Weighted Average Interest Rate		Accrued Interest May 31, 2014
Third Party Notes	$	23,006	N/A	$	Nil
Third Party Debentures		542,221	6.5%		259,891
Total	$	565,227	5.8%	$	259,891
Notes and Debentures		Principal Amount at May 31, 2015	Weighted Average Interest Rate		Accrued Interest May 31, 2015
Third Party Notes	$	23,006	N/A	$	Nil
Third Party Debentures		542,221	6.5%		296,727
Total	$	565,227	5.8%	$	296,727

~~The~~Principal ~~Company~~payments ~~recorded~~on ~~revenues~~loans ~~of $49,454 from discontinued operations~~ and adebentures ~~pre-tax~~payable ~~net~~in ~~gain of $27,762 for~~ the ~~twelve~~years ~~month~~ending ~~period ended~~ May 31, ~~2014.~~2016 Inthrough ~~the~~2020 ~~comparable period in the prior year the Company recorded revenue of $33,219 and a pre-tax net loss of ($73,736). The assets and liabilities of MCM and Cardinal Points Trading Corp~~ are ~~segregated in the balance sheet and labeled~~ as ~~held for sale.~~follows:

NOTE 9 - CHANGES IN PRESENTATION OF COMPARATIVE STATEMENTS


Fiscal Year	Principal
2016	$565,227
2017	-
2018	-
2019	-
2020	-
Total	$565,227

~~The presentation of certain amounts for previous periods has been reclassified to conform to the presentation adopted for the current period.~~ 42

OCCIDENTAL DEVELOPMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

May 31, ~~2014~~2015

NOTE 108 - ~~DISPOSAL~~ACCRUED ~~OF SUBSIDIARY~~LIABILITIES

During the year ended May 31, 2014 the Company accrued allowances for legal, compliance and accounting expenses of $37,000 and related party compensation of $200,000 for the Company's officers and converted accrued liability of $26,598 to accounts payable. Total accrued liability at May 31, 2014 was $398,291 consisting of accrued liabilities $198,291 and related party accrued liabilities $200,000.

During the year ended May 31, 2015 the Company accrued allowances for legal, compliance and accounting expenses of $23,000 and related party compensation of $200,000 for the Company's officers and converted accrued liability of $18,873 to accounts payable. Total accrued liability at May 31, 2015 was $602,418 consisting of accrued liabilities $202,418 and related party accrued liabilities $400,000.

NOTE 9 – DISCONTINUED OPERATIONS

The Company disposed of its discontinued operations during the year ended May 31, 2014. During the year ended May 31, 2014 the Company recorded revenues of $49,454 from discontinued operations and a pre-tax net gain of $27,762. For the year ended May 31, 2014 the assets and liabilities of the Company's discontinued operations MCM and Cardinal Points Trading Corp are segregated in the balance sheet and labeled as held for sale.

NOTE 10 - CHANGES IN PRESENTATION OF COMPARATIVE STATEMENTS

The presentation of certain amounts for previous periods has been reclassified to conform to the presentation adopted for the current period.

NOTE 11 - DISPOSAL OF SUBSIDIARY

Effective September 1, 2013, the Company disposed of its subsidiary MCM Technologies Inc. ("MCM") by sale to a previous related party, Murat Erbatur, the Company's former COO, for $1.00. Mr. Erbatur resigned as the Company's COO and Director on June 25, 2013. The transaction was accounted for by rolling up assets and liabilities into a one-time adjustment of ($342,880) to additional paid in capital.


Item	Balance
Cash	$4,036
Accounts Receivable	$23,255
Prepaid Expenses	$287
Employee Expense Advances	$68
Inventory, Net	$1,893
Total Assets Available for Sale	$29,539
Bank Line of Credit	($46,381)
Accounts Payable	($28,824)
Accrued Liabilities	$602
Loans Payable	($301,854)
Liabilities associated with Assets Available for Sale	($376,457)
Accumulated other Comprehensive Income/Loss	$4,038
Additional Paid In Capital	($342,880)

OCCIDENTAL DEVELOPMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2015

Effective March 1, 2014, the Company disposed of its subsidiary Cardinal Points Trading Corp by sale to a third party for $1.00. The transaction was accounted for by rolling up assets and liabilities into a one-time adjustment of ($711,990) to additional paid in capital.


Item	Balance
Cash	$100

Total Assets Available for Sale	$100

Accounts Payable	($16,593)
GST Payable	$78
Loans Payable	($689,986)
Liabilities associated with Assets Available for Sale	($706,510)
Accumulated other Comprehensive Income(Loss)	($5,589)
Additional Paid In Capital	($711,990)

NOTE 1112- SUBSEQUENT EVENTS

On ~~October~~June 1, ~~2014~~2015 the Company's ~~Board~~commenced ofthe ~~Directors~~integration ~~approved a Letter~~ of ~~Intent~~420 ~~with~~International ~~Eagle~~Corp ~~Financial~~as ~~Diamond~~a ~~Group,~~wholly ~~Inc.~~owned Onsubsidiary ~~April~~of ~~27, 2015~~ the Company~~'s Board of Directors approved a Letter of Intent with 420 International Corp~~.

NOTE 1213 - NEW ACCOUNTING PRONOUNCEMENTS

In ~~May 2014~~ November 2016, the FASB ~~has~~ issued ASU No. ~~2014~~2016-0918, ~~Revenues~~“Statement ~~from~~of ~~Contracts~~Cash ~~with~~Flows ~~Customers~~ (Topic ~~606~~230).” ~~The~~ASU ~~guidance~~No. in2016-18 requires that ~~this~~restricted ~~update~~cash ~~supersedes~~be ~~the~~included ~~revenue~~with ~~recognition~~cash ~~requirements~~and incash ~~Topic~~equivalents ~~605,~~when ~~Revenue~~reconciling ~~Recognition.~~the Inchange ~~addition,~~in ~~the~~cash ~~existing~~flow. ~~requirements~~This ~~for~~guidance ~~the~~will ~~recognition~~be ofeffective afor ~~gain~~the Company orfor ~~loss~~its onfiscal ~~the~~year ~~transfer~~2017, ofwith ~~nonfinancial~~early ~~assets~~adoption permitted.

37In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”. The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. The Company elected to early adopt the new guidance in the second quarter of fiscal year 2016 which requires us to reflect any adjustments as of January 1, 2016, the beginning of the annual period that includes the interim period of adoption. The primary impact of adoption was the recognition of additional stock compensation expense and paid-in capital for all periods in fiscal year 2016. Additional amendments to the recognition of excess tax benefits, accounting for income taxes and minimum statutory withholding tax requirements had no impact to retained earnings as of January 1, 2016, where the cumulative effect of these changes are required to be recorded. We have elected to account for forfeitures as they occur to determine the amount of compensation cost to be recognized in each period.

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)”. Under this guidance, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with

OCCIDENTAL DEVELOPMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

May 31, ~~2014~~2015

~~that~~early ~~are~~adoption not in a contract with a customer (for example, assets within the scope of Topic 360, Property, Plant, and Equipment, and intangible assets within the scope of Topic 350, Intangibles-Goodwill and Other, are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue) in this Update. Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU No. 2014-09 are effective for public entities for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is currently evaluating the impact ~~that~~of the adoption of this ~~ASU~~standard will have on ~~its~~our consolidated financial statements.

OnIn September ~~June 10~~2015, ~~2014,~~ the FASB issued ~~Accounting Standards Update [~~ASU] ~~2014~~No. 2015-1016, “Business ~~entitled~~Combinations ~~Development Stage Entities~~ (Topic ~~915~~805): ~~Elimination~~Simplifying ofthe ~~Certain~~Accounting ~~Financial~~for ~~Reporting~~Measurement-Period ~~Requirements~~Adjustments”, ~~Including~~which anrequires ~~Amendment~~the toacquirer ~~Variable~~in ~~Interest~~a ~~Entities~~business ~~Guidance~~combination into ~~Topic~~recognize ~~810,~~in ~~Consolidation.~~the ~~The~~reporting ~~guidance~~period in ~~ASU~~which ~~2014-10~~adjustment ~~removes~~amounts ~~all~~are ~~incremental~~determined, ~~financial~~any ~~reporting~~adjustments ~~requirements~~to ~~from~~provisional ~~GAAP~~amounts ~~for~~that ~~development-stage~~are ~~entities,~~identified ~~including~~during the ~~removal~~measurement ofperiod, ~~Topic~~calculated ~~915~~as ~~from~~if the ~~FASB~~accounting ~~Accounting~~had ~~Standards~~been ~~Codification~~completed at the acquisition date. InPrior ~~addition,~~to the ~~update~~issuance ~~adds~~of ASU 2015-16, an ~~example~~acquirer ~~disclosure~~was inrequired ~~Risks~~to ~~and~~restate ~~Uncertainties~~prior ~~(Topic~~period ~~275)~~financial tostatements ~~illustrate~~as ~~one~~of ~~way~~the ~~that~~acquisition andate ~~entity~~for ~~that~~adjustments ~~has~~to ~~not~~provisional ~~begun~~amounts. ASU ~~planned~~2015-16 ~~principal~~is effective ~~operations~~for ~~could~~annual ~~provide~~and ~~information~~interim ~~about~~periods ~~the~~beginning ~~risks~~after ~~and~~December 15, ~~uncertainties~~2015. ~~related~~The adoption of ASU 2015-16 is not expected to ~~the~~have ~~company’s~~a ~~current~~material ~~activities~~impact on our financial position or results of operations.

~~The~~In ~~accounting~~August ~~standards~~2015, ~~update~~the ~~also~~FASB ~~removes~~issued anASU ~~exception~~No. ~~provided~~2015-14, “Revenue tofrom ~~development~~Contracts ~~stage~~with ~~entities~~Customers ~~in Consolidations~~ (Topic ~~810~~606): ~~for~~Deferral ~~determining~~of ~~whether~~the anEffective ~~entity~~Date”. isThis aamendment ~~variable~~defers ~~interest~~the ~~entity—which~~effective ~~may~~date ~~change~~of the ~~consolidation~~previously ~~analysis~~issued ASU No. 2014-09, Revenue ~~consolidation~~from ~~decision~~Contracts with Customers (Topic 606), until the interim and ~~disclosure~~annual ~~requirements~~reporting ~~for~~periods abeginning ~~company~~after ~~that~~December 15, ~~has~~2017. The anFASB’s ~~interest~~ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), was issued in three parts: (a) ~~company~~Section A, “Summary and Amendments That Create Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs-Contracts with Customers (Subtopic 340-40),” (b) Section B, “Conforming Amendments to Other Topics and Subtopics in the ~~development~~Codification ~~stage.~~and ~~ASU~~Status ~~2014-10~~Tables” isand ~~effective~~(c) Section C, “Background Information and Basis for Conclusions.” The core principle of the ~~first~~new ~~annual~~guidance ~~period~~is ~~beginning~~that ~~after~~an ~~December~~entity ~~15,~~should ~~2014~~recognize revenue to depict the ~~presentation~~transfer ~~and~~of ~~disclosure~~promised ~~requirements~~goods or services to customers in ~~Topic~~an ~~915~~amount ~~will~~that noreflects ~~longer~~the consideration to which the entity expects to be ~~required.~~entitled ~~The~~in ~~revised~~exchange ~~consolidation~~for ~~standards~~those ~~are~~goods ~~effective~~or ~~one~~services. Earlier ~~year~~application ~~later,~~is inpermitted for interim and annual reporting periods beginning after December 15, ~~2015~~2016. ~~Early~~The ~~adoption~~Company isintends ~~permitted~~to adopt the provisions of ASU 2015-14 for interim and annual reporting periods beginning after December 15, 2017. The Company ~~has~~is ~~elected~~currently ~~early~~evaluating the impact of the adoption of ASU 2015-14 on its consolidated financial statements.

In ~~August~~July ~~2014~~2015, the ~~Financial Accounting Standards Board (“~~FASB”), issued ~~Accounting Standards Update (“~~ASU”) No. ~~2014~~ 2015-1511, “~~Presentation~~Inventory ~~of Financial Statements - Going Concern~~ (~~Subtopic~~Topic ~~205-40~~330): ~~Disclosure~~Simplifying ofthe ~~Uncertainties~~Measurement ~~about~~of ~~an Entity’s Ability to Continue as a Going Concern~~Inventory”, ~~(“ASU~~which ~~2014-15”).~~requires ~~ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about~~ an entity’s ~~ability~~ to ~~continue~~measure asinventory awithin ~~going concern and to provide related footnote disclosures. Specifically, ASU 2014-15 provides a definition of~~ the ~~term~~scope ~~substantial doubt and requires an assessment for a period~~ of ~~one year after~~ the ~~date~~ASU ~~that~~at the ~~financial~~lower ~~statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result~~ of ~~consideration~~cost ~~of management’s plans~~ and ~~requires~~net anrealizable ~~express statement and other disclosures when substantial doubt is not alleviated~~value. The ~~new~~amendments ~~standard~~in ~~will~~ASU be2015-11 are effective for ~~reporting~~fiscal ~~periods~~years beginning after December 15, 2016, ~~with~~including ~~early~~interim ~~adoption~~periods ~~permitted.~~within ~~Management~~that isreporting ~~currently~~period. ~~evaluating~~Earlier ~~the~~adoption ~~impact~~is ofpermitted. The ~~the~~ adoption of ASU ~~2014~~2015-1411 is not expected to have a material impact on our financial ~~statements~~position ~~and~~or ~~disclosures~~results of operations.

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 its financial position or results of operations, or cash flows.45

ITEM 9

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

ITEM 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this annual report on Form 10-K, an evaluation was carried out by our management, with the participation of the Chief Executive and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")) as of May 31, ~~2014~~2015. The evaluation concluded that there was a material weakness in our internal control over financial reporting as of May 31, ~~2014~~2015. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the issuer’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness related to the lack of monitoring or review of work performed by our management and lack of segregation of duties. As of May 31, ~~2014~~2015, in the preparation of audited financial statements, footnotes and financial data, all of our financial reporting was carried out solely by our chief financial and accounting officer and we did not have an audit committee to monitor and review the work performed. The lack of segregation of duties resulted from lack of accounting staff with accounting technical expertise necessary for an effective system of internal control. Based on this evaluation the Chief Executive and Principal Financial Officer has concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective for the reasons stated below.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Management's Report on Internal Control Over Financial Reporting

The Company’s 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 Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles.

3946

Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the interim or annual consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness in future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the design and operation of the Company’s internal control over financial reporting as of May 31, ~~2014~~2015 based on the criteria set forth by the Committee of Sponsor Organizations of the Treadway Commission (COSO) in the Internal Control-Integrated Framework.

Based upon its evaluation, our management concluded that there was a material weakness in our internal control over financial reporting as of May 31, ~~2014~~2015. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the issuer’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness related to the lack of monitoring or review of work performed by our management and lack of segregation of duties. As of May 31, ~~2014~~2015, in the preparation of audited financial statements, footnotes and financial data, all of our financial reporting was carried out solely by our chief financial and accounting officer and we did not have an audit committee to monitor and review the work performed. The lack of segregation of duties resulted from lack of accounting staff with accounting technical expertise necessary for an effective system of internal control.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13(a)-15(f) or 15(d)-15(f)) that occurred during fourth quarter of the period covered by this yearly report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

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 with respect to financial statement preparation and presentation.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

ITEM 9B.

OTHER INFORMATION.

Not applicable.

4047

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our executive officers and directors and their ages as of ~~June~~July 41, ~~2015~~2017 are as follows:

NAME	AGE	POSITION
Michael F. Holloran	6669	President, CEO and Director
Ian Gilbey	4649	Director

MICHAEL F. HOLLORAN, PRESIDENT AND CEO

Michael Holloran was elected a director and accepted the position of President & CEO of ODG in 2000. He brings to ODG a wealth of senior management experience spanning 40 years, including 22 years with the Beak International Group and long-term involvement spearheading strategic corporate expansion into international markets, primarily within Southeast Asia. He has been senior consultant to several international engineering companies including: Simons International Inc., AMEC Inc., and Klohn Crippen Berger. He has served as advisor to several multi-national companies and held advisory board and committee memberships including the University of Guelph School of Engineering and the Canadian Pulp and Paper Association. He holds a Masters Degree in Chemical and Environmental Engineering from McMaster University, a Bachelor of Science (Honors) degree in Applied Mathematics and Physical Chemistry from the University of Waterloo. and a Management Studies diploma from Sheridan College.

IAN GILBEY, DIRECTOR

Mr. Gilbey, ~~age 46,~~ is an accomplished senior financial consultant with a background that includes over 18 years in the financial markets where he has developed extensive industry relationships in the origination and execution of a broad range of strategic transactions including: handling domestic mergers and acquisitions, raising venture capital, public offerings and the raising of capital for publicly traded, sponsor owned and private corporations. Mr. Gilbey started his financial career in May 1994 as an account executive with Sutro, where he became licensed for both Series 7 and Series 63. In July 1995 he joined The Boston Group, where he was involved in raising capital for initial public offerings (IPO's). In 1997 he developed a team for managing multi-million dollar portfolios in equity funds, bonds and IPO's. In 1997 Mr. Gilbey moved his team to Prudential Securities and in September 2002, Mr. Gilbey joined Noble Capital in Florida, where he was responsible for raising investment capital for managed portfolios by developing network television financial infomercials and radio talk show news programming. In May 2003 he joined Tide Water Capital, a market neutral hedge fund, where he was responsible for the trading desk, raising capital and product review. In 2006 Mr. Gilbey established an independent consultant practice assisting companies achieve their corporate goals including: corporate structuring for public markets, establishing share structures for internal ownership and public equity, and general corporate development. He has worked with company boards, CEO's, legal departments, corporate investor relations and corporate marketing teams. Mr. Gilbey graduated from Thomas Bennett Community College, Crawley, England in 1986 and during 1991 attended Santa Monica Community College, Business Program.

Directors are elected by the stockholders at annual meetings. Between annual meetings vacancies in our board of directors may be filled by the board itself. There are currently two vacancies on our board of directors. Directors hold office until the next annual meeting of stockholders and until their successors are elected and qualified. Officers are appointed by our board of directors and hold office until their successors are appointed and qualified. Neither of our current directors would qualify as “independent” under NASDAQ rules.

4148

Except as disclosed under Item 12, the Registrant knows of no transactions involving the Registrant during the last two years in which our directors had a direct or indirect interest.

None of our executive officers or key employees is related by blood, marriage or adoption to any other director or executive officer.

To our knowledge, there is no arrangement or understanding between any of our officers and any other person pursuant to which the officer was selected to serve as an officer.

Nominating Committee

We do not have a separate Nominating Committee. Our full Board of Directors performs the functions usually designated to a Nominating Committee.

There have been no changes to the procedures by which security holders may recommend nominees to the board of directors.

Audit Committee

We do not have a separate Audit Committee. Our full Board of Directors performs the functions usually designated to an Audit Committee. We do not have an Audit Committee financial expert.

Corporate Code of Conduct

In June 2007 we adopted a Code of Ethics for senior financial management to promote honest and ethical conduct and to deter wrongdoing. This Code applies to our President, Chief Executive Officer and Principal Financial Officer, COO, Directors, and other employees performing similar functions. The obligations of the Code of Ethics supplement, but do not replace, any other code of conduct or ethics policy applicable to our employees generally.

Under the Code of Ethics, all members of the senior financial management shall:

Act honestly and ethically in the performance of their duties at our company,

Avoid actual or apparent conflicts of interest between personal and professional relationships,

Provide full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submits to, the SEC and in other public communications by our company,

Comply with rules and regulations of federal, state and local governments and other private and public regulatory agencies that affect the conduct of our business and our financial reporting,

Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing the member’s independent judgment to be subordinated,

Respect the confidentiality of information acquired in the course of work, except when authorized or legally obtained to disclosure such information,

Share knowledge and maintain skills relevant to carrying out the member’s duties within our company,

Proactively promote ethical behavior as a responsible partner among peers and colleagues in the work environment and community,

Achieve responsible use of and control over all assets and resources of our company entrusted to the member, and Promptly bring to the attention of the Chief Executive Officer any information concerning:

significant deficiencies in the design or operating of internal controls which could adversely to record, process, summarize and report financial date or

II.

any fraud, whether or not material, that involves management or other employees who have a significant role in our financial reporting or internal controls.

We will provide a copy of the Code of to any person without charge, upon request. Requests can be sent to Occidental Development Group, Inc. 256 S. Robertson Blvd, Beverly Hills Ca 90211.

4249

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

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

We believe that during the fiscal year ended May 31, ~~2014~~2015, Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were satisfied.


	Number	Transactions	Known Failures
	Of late	Not Timely	To File a
Name and principal position	Reports	Reported	Required Form
Michael F. Holloran, President & CEO and Principal Accounting & Financial Officer	0	0	0
Ian Gilbey, Director	0	0	0
Steven Levenson	0	0	0

ITEM 11.

EXECUTIVE COMPENSATION

The following table sets forth certain information regarding the annual compensation for services in all capacities to us for the years ended May 31, ~~2014~~2015 and ~~2013~~2014:

SUMMARY COMPENSATION TABLE

Name and Principal Position (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards [issued and pending] ($) (e)	Option Awards ($) (f)	Non-Equity Incentive Plan Compensation ($) (g)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h)	All Other Compen- sation (s) (i)	Total ($) (j)
M Holloran CEO	~~2014~~2015	$0	$0	$~~100,000~~0	$0	$0	$0	$0	$~~150,000~~0
	2013	$0	$0	$150,000	$0	$0	$0	$0	$122,000
	2014	$0	$0	$0	$0	$0	$0	$0	$0
I Gilbey Director	~~2014~~2015	$0	$0	$~~100,000~~0	$0	$0	$0	$0	$~~125,000~~0
	2013	$0	$0	$125,000	$0	$0	$0	$0	$0
	2014	$0	$0	$0	$0	$0	$0	$0	$0

OPTION/SAR GRANTS IN LAST FISCAL YEAR

No options/SARs were granted in the fiscal year ended May 31, ~~2014~~2015.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES

No officer or Director ~~hold~~held or exercised any options in the fiscal year ended May 31, ~~2014~~2015.

LONG TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR

We have not awarded any stock options, stock appreciation rights or other form of derivative security or common stock or cash bonuses to our executive officers and directors.

COMPENSATION OF DIRECTORS

The members of our Board of Directors are reimbursed for actual expenses incurred in attending Board meetings.

4350

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of ~~September~~December 1320, ~~2013~~2015, information concerning the beneficial ownership of the our Common Stock by (i) each person who is known by us to own beneficially more than 5% of our Common Stock, (ii) each of our directors and officers, and (iii) all of our directors and executive officers as a group.

		Amount and Nature of Beneficial Ownership(1)
Title of	Name and Address			% of
Class	of Beneficial Owner	No of Shares Held		Class(1)
Common	Michael F. Holloran	18,171,259	Direct	24%
Stock	c/o 256 S. Robertson Blvd
	Beverly Hills, CA 90211
Common	Ian E. Gilbey	16,666,667	Direct -	22%
Stock	c/o 256 S. Robertson Blvd
	Beverly Hills, CA 90211
Common	~~Steven~~Khiem ~~H. Levenson~~Nguyen	16,666,667	Direct	22%
Stock	c/o 256 S. Robertson Blvd
	Beverly Hills, CA 90211
	All officers and directors
	as a Group (2 persons)	34,837,926		46%

(1)

Beneficial ownership and percentage ownership based on 75,886,165 shares issued and outstanding on ~~June~~December 420, 2015.

Changes in Control

There are no arrangements that may result in a change in control of the Registrant.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Our By-Laws include a provision regarding related party transactions which requires that each participant to such transaction identify all direct and indirect interests to be derived as a result of the Company's entering into the related transaction. A majority of the disinterested members of the board of directors must approve any related party transaction.

Except for the transactions described below, none of our directors, senior officers or principal shareholders, nor any associate or affiliate of the foregoing have any interest, direct or indirect, in any transaction, during the fiscal periods ended May 31, ~~2013~~2014 and ~~2014~~2015, or in any proposed transactions, in which such person had or is to have a direct or indirect material interest.

During the year ended May 31, ~~2013~~2014 the Company’'s CEO loaned the Company $3891,~~631~~496, the Company repaid the Company's CEO $~~109~~7,~~010~~102 in cash,. During the ~~Company’s~~year ~~former~~ended ~~COO~~May ~~loaned~~31, 2014 the Company consolidated $7750,~~174~~000 of short term loans bearing interest at 6% with $150,000 of accrued liabilities due the Company's ~~repaid~~CEO into a $200,000 convertible debenture bearing interest at 6% per annum. During the ~~former~~year ~~COO~~ended ~~$73~~May 31,~~478~~ in2014 ~~cash~~the ~~and~~convertible adebenture ~~related~~due ~~party~~the Company's CEO was converted to 16,666,667 ~~Tom~~shares ~~Simons~~of ~~loaned~~common stock of the Company at $~~30,267~~0.012 per share. The conversions were made in accordance with the underlying debt agreement. During the year ended May 31, ~~2013,~~2014 ~~The~~two ~~Company~~convertible ~~paid~~notes totaling $27200,~~413~~000 inpayable ~~interest~~to Ian Gilbey one of the Company's directors were converted to ~~its~~16,666,667 ~~former~~shares ~~COO~~of incommon ~~cash~~stock ~~and~~of ~~accrued~~the Company at $~~722~~0.012 per share. The conversions were made in ~~interest~~accordance ~~due~~with the ~~Company’s~~underlying ~~CEO~~debt agreement. During the year ended May 31, 2014 the Company entered into a performance based compensation agreement with Steven Levenson

During the year ended May 31, 2013 $122,000 of accrued liabilities due the Company’s CEO was converted into a debenture bearing interest at a rate of 6% per annum and a $30,267 short term related party note was converted into a debenture bearing interest at a rate of 6% per annum. During the year ended May 31, 2013 the $122,000 debenture due the Company’s CEO was retired as follows: $13,000 cash principal payment, $36,000 51

44under which the Company issued 16,666,667 shares of common stock valued at $0.012 per share, fair market value on the date of issuance, the shares to be held in escrow pending satisfaction of the terms of the Agreement.

~~principal~~During ~~transferred~~the toyear ~~short~~ended ~~term~~May ~~note~~31, ~~$73,000~~2015 ~~principal~~the ~~plus~~Company's ~~$1,700~~CEO ~~accrued~~loaned ~~interest~~the ~~converted~~Company ~~to 996~~$20,~~000~~025 ~~shares~~and ~~of common stock of~~ the Company atrescinded ~~$0.05 per share. During~~ the ~~same~~16,666,667 ~~period~~escrow ~~the~~shares ~~Company~~issued ~~converted~~to ~~$30,267~~Steven ofLevenson ~~related~~due ~~party~~to ~~debenture~~non-performance ~~principal~~pursuant ~~and~~to ~~$454~~the terms of ~~accrued~~the ~~interest~~underlying ~~into~~performance ~~409,600~~based ~~shares~~compensation ofagreement ~~common~~and ~~stock~~re-issued of the ~~Company~~shares atto ~~$0.05~~Khiem ~~per~~Nguyen ~~share.~~pursuant ~~The~~to ~~conversions~~the ~~were~~terms ~~made~~of inthe ~~accordance~~420 ~~with~~International ~~the~~Corp ~~underlying~~Letter ~~debt~~of ~~agreements~~Intent.

During the year ended May 31, 2014 the Company's CEO loaned the Company $91,496, the Company repaid the Company's CEO $7,102 in cash. During the year ended May 31, 2014 the Company consolidated $50,000 of short term loans bearing interest at 6% with $150,000 of accrued liabilities due the Company's CEO into a $200,000 convertible debenture bearing interest at 6% per annum. During the year ended May 31, 2014 the convertible debenture due the Company's CEO was converted to 16,666,667 shares of common stock of the Company at $0.012 per share. The conversions were made in accordance with the underlying debt agreement. During the year ended May 31, 2014 two convertible notes totaling $200,000 payable to Ian Gilbey one of the Company's directors were converted to 16,666,667 shares of common stock of the Company at $0.012 per share. The conversions were made in accordance with the underlying debt agreement. During the year ended May 31, 2014 the Company entered into a performance based compensation agreement with Steven Levenson under which the Company issued 16,666,667 shares of common stock valued at $0.012 per share, fair market value on the date of issuance, the shares to be held in escrow pending satisfaction of the terms of the Agreement.

Director Independence

The Company’s Board of Directors has determined that none of its directors are independent based on the standards for director independence for the NYSE Amex Equities.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1)

Audit related fees for audit Year ended May 31, ~~2014~~2015: $256,000

(2)

Audit related fees for audit Year ended May 31, ~~2013~~2014: $25,000

(3)

All other fees: N/A

(4)

Audit committee pre-approval processes, percentages of services approved by audit committee, percentage of hours spent on audit engagement by persons other than principal accountant’s full time employees: N/A.

4552

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following financial statements have been filed with this Annual Report on Form 10-K and are presented in Item 8, herein.

1. Report of Independent Registered Public Accounting Firm

2. Consolidated Balance Sheets

3. Consolidated Statements of Operations and Other Comprehensive Loss

4. Consolidated Statements of Cash Flows

5. Condensed Notes to the Consolidated Financial Statements

(b) The following Exhibits are filed by attachment to this Annual Report on Form 10-K:


EXHIBIT NUMBER	DESCRIPTION
31(1)	Certification of Michael F. Holloran Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32(1)	Certification of Michael F. Holloran Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS(1)	XBRL Instance Document
101.SCH(1)	XBRL Taxonomy Extension Schema Document
101.CAL(1)	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF(1)	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB(1)	XBRL Taxonomy Extension Label Linkbase Document
101.PRE(1)	XBRL Taxonomy Extension Presentation Linkbase Document

(1) Filed herewith.

Filed herewith.

In addition to those Exhibits shown above, the Company incorporates the following Exhibits by reference to the filings set forth below:

4653

EXHIBIT
NUMBER	DESCRIPTION
3.1	Articles of Incorporation	3.1 in Form 10-SB dated Feb 2, 1999
3.11	By-Laws	3.11 in Form 10-SB dated Feb 2, 1999
3.2	Certificate of Amendment	3.2 in Form 10K/A dated August 18, 2010
3.3	Certificate of Merger, filed effective August 19, 2013	3.3 in Form 8-K dated August 21, 2013
3.4	Certificate of Change, filed effective August 19, 2013	3.4 in Form 8-K dated August 21, 2013
4.2	Form of 12% Convertible debenture	4.2 in Form 10-KSB dated Aug 21, 2001
4.3	Form of Stock Purchase Warrant	4.3 in Form 10-KSB dated Aug 21, 2001
4.4	Stock Purchase Agreement, between	4.4 in Form SB-2 dated May 17, 2002
	Company and IFG Private Equity LLC
4.5	Commitment Warrant to IFG	4.5 in Form SB-2 dated May 17, 2002
	Private Equity LLC
4.6	Registration Rights Agreement, between	4.6 in Form SB-2 dated May 17, 2002
	Company and IFG Private Equity LLC
4.7	1998 Directors' & Officers' Stock Option Plan	99.1 in Form S-8 dated Feb 29, 1999
4.8	1999 Stock Option Plan	99.2 in Form S-8 dated Feb 29, 1999
4.9	2001 Stock Option Plan	4.7 in Form S-8 filed November 27, 2001
4.10	2003 Stock Option Plan	4.8 in Form S-8 filed October 25, 2002
4.11	2005 Stock Option Plan	4.8 in Form S-8 filed July 28, 2005
4.12	2006 Stock Option Plan	4.8 in Form S-8 filed April 28, 2006
4.13	2007 Stock Option Plan	4.8 in Form S-8 filed April 13, 2007
10.3	M. Page-Consulting Agreement	10.3 in Form 10-SB dated Feb 2, 1999
10.4	C. Parfitt-Consulting Agreement	10.4 in Form 10-SB dated Feb 2, 1999
10.6	Office lease dated Aug 27, 1998	10.6 in Form 10-SB dated Apr 21, 1999
10.7	Office lease dated Dec 22, 1998	10.7 in Form 10-SB dated Apr 21, 1999
10.8	Wolnosc International-Consulting Agreement	10.8 in Form 10-SB dated Aug 29, 2000
10.9	Office lease dated Jan 1, 2000	10.9 in Form 10-SB dated Aug 29, 2000
10.10	Capital Lease Agreement	10.10 in Form 10-SB dated Aug 29, 2000
10.11	Michael F. Holloran - Consulting Agreement	10.11 in Form 10-KSB dated Aug 21, 2001
10.12	Sublease Agreement of Company's offices dated August 7, 2001	10.12 in Form 10-QSB dated Oct 15, 2001
10.13	Addendum to the Sublease dated August 22, 2001	10.13 in Form 10-QSB dated Oct 15, 2001
10.14	Paul Morford Consulting Agreement	10.14 in Form 10-QSB dated Oct 15,
		2001
10.15	8% Secured Convertible Promissory	4.7 in Form 8-K dated January 4,
	Note due December 31, 2006	2005
10.16	Securities Purchase Agreement, dated	10.15 in Form 8-K dated January 13,
	December 7, 2005, by and among the	2006
	Company and the holders of the Company’s
	6% Convertible Debentures, with the form
	of Debenture attached
10.17	Registration Rights Agreement, dated	10.16 in Form 8-K dated January 13, 2006
	December 7, 2005, by and among the
	Company and the Holders of the 6%
	Convertible Debentures
10.18	Walther-Glas Investment Agreement	10.16 Form 10-KSB/A2 dated July 18, 2008
10.19	Agreement and Plan of Reorganization	10.18 in Form 8-K dated Dec 15, 2006
10.20	Consulting Agreement	10.19 in Form 10-Q dated October 21, 2013
10.21	Consulting Agreement	10.20 in Form 10-Q dated October 21, 2013
10.22	Performance Agreement	10.21 in Form 10-Q dated October 21, 2013
10.23	Agreement and Plan of Reorganization	10.22 in Form 10-Q dated October 21, 2013
10.24	Integrity Aviation and Leasing Agreement	10.23 in Form 10-Q dated January 21, 2014
10.25	MCM Agreement	10.24 in Form 10-Q dated January 21, 2014
10.26	Letter of Intent 420 International	10.20 in Form 8-K dated May 5, 2015
21	List of Subsidiaries	21 in Form 10-SB dated Aug 29, 2000
21(1)	List of Subsidiaries

47(1) Filed herewith.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf the undersigned, thereto duly authorized.

Dated: August 241, ~~2015~~2017

Occidental Development Group, Inc.

By: /s/ Michael F. Holloran

________________________

Michael F. Holloran,

President, Chief Executive Officer, Principal Financial and Accounting Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on August 24, 2015.

SIGNATURE CAPACITY

________________________________________________________________________

/s/ Michael F. Holloran

President, Chief Executive Officer, Principal Financial and Accounting Officer and Director

_____________________

Michael F. Holloran

/s/ Ian Gilbey

_____________________

Director

Ian Gilbey

4856

Filing Compare · Occidental Development Group, Inc.