UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~Form 10-Q

~~x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15~~(d)Mark ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~ One)

~~For~~☒ ~~the~~QUARTERLY ~~quarterly~~REPORT ~~period~~PURSUANT ~~ended~~TO ~~September~~SECTION ~~30,~~13 ~~2015~~ OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

or For the quarterly period ended March 31, 2016

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

For the transition period from ~~___________~~______________ to ~~___________~~ ______________

MJ PHARMACEUTICALS, INC. ~~Commission~~(Exact ~~File~~name ~~Number:~~of ~~000-54811~~ registrant as specified in its charter)

MJ PHARMACEUTICALS, INC.

Delaware		46-4288088
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~(Exact~~7524 ~~name~~Glenturret Circle, The Colony, Texas 75056 (Address of ~~registrant~~principal asexecutive ~~specified~~offices) in(214) ~~its~~505-3839 ~~charter~~(Registrant’s telephone number, including area code)

DELAWARE	46-4288088
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
7524 Glenturret Circle, The Colony, Texas	75056
(Address of principal executive offices)	(Zip Code)
Tel:(214) 505-3839
(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant ~~(1)~~ has ~~filed~~submitted ~~all~~electronically ~~reports~~and posted on its corporate Web site, if any, every Interactive Data File required to be ~~filed~~submitted byand ~~Section~~posted 13pursuant orto ~~15(d)~~Rule 405 of ~~the~~Regulation ~~Securities~~S-T ~~Exchange~~(§232.405 ~~Act~~ of ~~1934~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit ~~such reports),~~ and ~~(2)~~post ~~has been subject to~~ such ~~filing requirements for the past 90 days~~files). x Yes o ☐ No ☒

~~Indicate~~Check ~~by check mark~~ whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~large ~~and~~accelerated ~~posted~~filer, onan ~~its~~accelerated ~~corporate Web site~~filer, ifa ~~any~~non-accelerated filer, ~~every~~or ~~Interactive~~a ~~Data~~smaller ~~File~~reporting ~~required~~company. toSee bedefinitions ~~submitted~~of ~~and~~“large ~~posted~~accelerated ~~pursuant~~filer,” to“accelerated ~~Rule 405~~filer” ofand ~~Regulation~~“smaller ~~S-T~~reporting ~~(§232.405~~company” ofin ~~this~~Rule ~~chapter)~~12b-2 ~~during~~of the ~~preceding~~Exchange 12Act. ~~months~~ (orCheck ~~for such shorter period that the registrant was required to submit and post such files~~one)~~. x Yes o No~~ :

~~Indicate~~Large byAccelerated ~~check~~Filer ~~mark~~☐ ~~whether~~Accelerated ~~the~~Filer ~~registrant~~☐ ~~is a large accelerated filer, an accelerated filer, a non~~Non-accelerated ~~filer,~~Filer or☐ aSmaller ~~smaller~~Reporting ~~reporting~~Company ~~company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.~~ ☒

~~Large~~Check ~~Accelerated~~whether ~~Filer~~the oissuer ~~Accelerated~~is ~~Filer~~a oshell ~~Non-accelerated~~company ~~Filer~~ (Doas ~~not~~defined ~~check~~in ifRule a12b-2 ~~smaller~~of ~~reporting~~the ~~company.~~Exchange Act). oYes ☐ ~~Smaller~~No ~~Reporting Company x~~☒

Indicate bythe ~~check~~number ~~mark~~of ~~whether~~shares ~~the~~outstanding ~~registrant~~of iseach aof ~~shell~~the ~~company~~registrant’s ~~(as~~classes ~~defined~~of incommon ~~Rule~~stock, ~~12b-2~~as of the ~~Exchange~~latest ~~Act)~~practicable date. ~~o Yes x No~~

As of October 16, 2015, there were 185,740,000 shares of common stock, par value $.0001, outstanding.

Class		Outstanding at May 20, 2016

Common stock, $0.0001 par value per share		190,064,000

TABLE OF CONTENTS

		Page

Part I

Item 1.	Financial Statements for the three months ended March 31, 2016 and 2015 (Unaudited)	1
	Balance Sheets as of March 31, 2016 (Unaudited) and December 31, 2015	1
	Statement of Operations for the three months ended March 31, 2016 and 2015 (Unaudited)	2
	Statement of Changes in Stockholders’ (Deficit) (Unaudited) for the three months ended March 31, 2016	3
	Statement of Cash Flows for the three months ended March 31, 2016 and 2015 (Unaudited)	4
	Notes to Financial Statements for the three months ended March 31, 2016 and 2015	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	17

Part II	Other Information
Item 1.	Legal Proceedings	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	20
Signatures		21

In this Quarterly Report on Form 10-Q, “we”, “our”, “us” and the “Company” refers to MJ Pharmaceuticals, Inc.

Table of Contents

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.	1
	Balance Sheets	1
	Statement of Operations	2
	Statement of Changes in Stockholders’ Equity	3
	Statement of Cash Flows	4
	Notes to the Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	15
Item 4.	Controls and Procedures.	15
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	16
Item 1A.	Risk Factors.	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	16
Item 3.	Defaults Upon Senior Securities.	16
Item 4.	Mine Safety Disclosures.	16
Item 5.	Other Information.	16
Item 6.	Exhibits.	16
SIGNATURE		17

PART I—FINANCIAL INFORMATION

~~Table~~Item 1. ofFinancial ~~Contents~~ Statements.

PART I - FINANCIAL INFORMATION

Item 1 . Financial Statements.

MJ PHARMACEUTICALS, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

	September 30, 2015			December 31, 2014
	March 31, 2016			December 31, 2015
	(Unaudited)			~~(Unaudited)~~
ASSETS
Current Assets:
Cash and cash equivalents	$	4,901		$	7,358
Cash and cash equivalents (Note 2)	$	37,935		$	3,971
Total Current Assets		4,901			7,358
Other Receivable		12,000
Total Assets	$	4,901		$	7,358
Attorney’s escrow		14,601
LIABILITIES AND STOCKHOLDERS' EQUITY
Total Current Assets		64, 536			3,971
Fixed Assets, net (Notes 2 and 4)		42,494			–
Total Assets	$	107,030		$	3,971
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Loan from related party	$	499		$	449
Accrued Expenses	$	19,550		$	9,309
Total Current Liabilities		499			449
Related party loan		-			449
STOCKHOLDERS' EQUITY
Total Current Liabilities		19,550			9,758
Stockholders' equity
STOCKHOLDERS’ EQUITY
Preferred stock par value $0.0001 per share; 20,000,000 shares authorized; none issued at September 30, 2015 and December 31, 2014.		–			–
Stockholders’ equity
Common stock, par value $0.0001 per share; 500,000,000 shares authorized; 185,740,000 shares issued and outstanding, at September 30, 2015 and December 31, 2014.		18,574			18,574
Preferred stock par value $0.0001 per share; 20,000,000 shares authorized; none issued at December 31, 2014 and December 31, 2013.		–			–
Additional Paid In Capital		–			–
Common stock, par value $0.0001 per share; 500,000,000 shares authorized; 189,904,000 and 185,740,000 shares issued and outstanding, at March 31, 2016 and December 31, 2015, respectively.		18,990			18,574
Deficit accumulated during development stage		(14,172	)		( 11,665	)
Additional Paid In Capital		126,584			–
Total Stockholders' Equity		4,402			6,909
Accumulated Deficit		(58,094	)		(24,361	)
Total Liabilities and Stockholders' Equity	$	4,901		$	7,358
Total Stockholders’ Equity		87,480			(5,787	)
Total Liabilities and Stockholders’ Equity	$	107,030		$	3,971

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

Table of Contents

MJ PHARMACEUTICALS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

												For the period from
												February 21, 2012
	For the					For the						(Date of Inception)
	Three Months Ended					Nine months Ended						through
	September 30,					September 30,						September 30,
	2015			2014		2015			2014			2015
	(Unaudited)			(Unaudited)		(Unaudited)			(Unaudited)			(Unaudited)
Net E-Commerce service revenue (Note 5)	$	–		$	2,595	$	–		$	2,595		$	6,731
Less - Net E-Commerce service cost		–			1,230		–			1,230			3,010
Gross Margin		–			1,365		–			1,365			3,721
Expenses
General and administrative		–			100		11			3,990			4,408
Legal, organization and related expenses		930			500		2,496			3,633			10,685
Professional fees		–			–		–			1,500			2,800
Total Expenses		930			600		2,507			9,123			17,893
Net Profit (Loss)	$	(930	)	$	765	$	(2,507	)	$	(7,758	)	$	(14,172	)
Basic profit (loss) per share	$	(0.00	)	$	0.00	$	(0.00	)	$	(0.00	)
Basic weighted average number of shares outstanding		185,740,000			111,338,986		185,740,000			111,338,986

(UNAUDITED)

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

	Three Months Ended
	March 31,
	2016			2015

Revenues	$	8,000		$	–
Less – cost of goods sold		(5,000	)		–

Gross Profit		3,000			–

Expenses
General and administrative		7,598			532
Taxes - Property		7,000			-
Professional fees		22,135			-

Total Expenses		36,733			532

Net (Loss)	$	(33,733	)	$	(532	)

(Loss) per common share, basic and diluted (Note 2)	$	(0.00	)	$	(0.00	)

Basic weighted average number of shares outstanding		188,863,000			185,740,000

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

Table of Contents

MJ PHARMACEUTICALS, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)

(AFOR ~~DEVELOPMENT~~THREE ~~STAGE~~MONTHS ~~COMPANY)~~ ENDED MARCH 31, 2016

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

	Common Stock Shares		Common Stock Amount		Additional Paid-in Capital		Accumulated Deficit			Total


Balance December 31, 2015		185,740,000	$	18,574	$	–	$	(24,361	)	$	(5,787	)
Shares issued for cash		4,164,000		416		126,584		–			127,000
Net (loss)								(33,733	)		(33,733	)

Balance March 31, 2016 (unaudited)		189,904,000	$	18,990	$	126,584	$	(58,094	)	$	87,480

~~FROM~~The ~~FEBRUARY~~accompanying ~~21,~~notes ~~2012~~are ~~(INCEPTION) THROUGH~~an ~~SEPTEMBER~~integral ~~30,~~part ~~2015~~of the financial statements.

	Common Stock		Common Stock Amount		Additional Paid-in Capital		Deficit Accumulated During Development Stage			Total
February 21, 2012 (Inception)
Shares issued for services at $0.0001 per share		31,390,000	$	3,139	$	–	$			$	3,139
Net loss for year ended December 31, 2012		–		–		–		(3,139	)		(3,139	)
Balance December 31, 2012		31,390,000		3,139		–		(3,139	)		–
Shares issued during the period for services paid by sole shareholder		8,500,000		850		–					850
Net loss for year ended December 31, 2013		–		–		–		(850	)		(850	)
Balance December 31, 2013		39,890,000		3,989		–		(3,989	)		–
Shares issued during the period for cash and services paid by sole shareholder		145,850,000		14,585		–					14,585
Net loss for year ended December 31, 2014		–		–		–		(7,676	)		(7,676	)
Balance December 31, 2014		185,740,000		18,574		–		(11,665	)		6,909
Net loss for the nine months ended September 30, 2015		–		–		–		(2,507	)		(2,507	)
Balance September 30, 2015		185,740,000	$	18,574	$	–	$	(14,172	)	$	4,402

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

Table of Contents

MJ PHARMACEUTICALS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

							For the period from
							February 21, 2012
	For the						(Date of Inception)
	Nine months Ended						through
	September 30,						September 30,
	2015			2014			2015
Operating activities:
Net loss	$	(2,507	)	$	(7,758	)	$	(14,172	)
Adjustments to reconcile net earnings to net cash used in operating activities:
Increase in related party accounts receivable		–			(45,282	)		–
Increase in accounts payable		–			44,512			–
Increase in related party accounts payable		–			1,330			–
Net cash used in operating activities		(2,507	)		(7,198	)		(14,172	)
Financing activities
Proceeds from issuance of common stock		–			14,585			18,574
Increase in related party loan		50			–			499
Net cash provided by financing activities		50			14,585			19,073
Net increase(decrease) in cash and cash equivalents		(2,457	)		7,387			4,901
Cash and cash equivalents, beginning of period		7,358			–			–
Cash and cash equivalents, end of period	$	4,901		$	7,387		$	4,901
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	–		$	–		$	–
Cash paid during the period for taxes	$	–		$	–		$	–

(UNAUDITED)

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

	Three Months Ended
	March 31,
	2016			2015
Cash flows from operating activities:
Net (loss)	$	(33,733	)	$	(532	)
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities:
Depreciation		184			–
Changes in operating assets and liabilities:

(Increase) in other receivable		(12,000	)
(Increase) in attorney’s escrow		(14,601	)
Increase in accrued expenses		10,241

Net cash (used in) provided by operating activities		(49,909	)		(532	)

Cash flows from investing activities:
Purchase of fixed assets		(42,678	)		–

Net cash (used in) investing activities		(42,678	)		–

Cash flows from Financing activities:
Proceeds from issuance of common stock		127,000			–
Repayment of related party loan		(449	)		–

Net cash provided by financing activities		126,551			–


Net change in cash and cash equivalents		33,964			(532	)

Cash and cash equivalents, beginning of period		3,971			7,358


Cash and cash equivalents, end of period	$	37,935		$	6,826

Supplemental disclosures of cash flow information:

Cash paid during the period for interest	$	–		$	–

Cash paid during the period for taxes	$	–		$	–

The accompanying notes are an integral part of the financial statements.

Table of Contents

MJ PHARMACEUTICALS, INC.

(ANOTES ~~DEVELOPMENT~~TO ~~STAGE~~FINANCIAL ~~COMPANY)~~ STATEMENTS

~~NOTES~~FOR TO THE ~~FINANCIAL~~THREE ~~STATEMENTS~~ MONTHS ENDED MARCH 31, 2016 AND 2015

~~FOR~~1. ~~THE PERIOD FROM FEBRUARY 21, 2012 (INCEPTION) TO SEPTEMBER 30, 2015~~ GENERAL

~~NOTE~~Organization 1and -Business ~~ORGANIZATION AND DESCRIPTION OF BUSINESS~~ Nature

MJ Pharmaceuticals, Inc. (the "“Company"”), ~~a development stage company,~~ was incorporated under the laws of the State of Delaware on February 21, 2012 as Melanthios Acquisition, Inc. The Company initially ~~intends~~ intended to serve as a vehicle to effect an asset acquisition, merger, and exchange of capital stock or other business combination with a domestic or foreign business.

On October 31, 2013, the ~~initial~~original owner of the Company transferred ~~his~~ 100% of his shares to ~~a new owner,~~ Uren Enterprises, LLC which is solely owned by Mr. Mark Uren. The Company under the new ownership ~~intends~~ intended to serve as an investor in and provider of e-commerce operations to the property management and property rental industries, as well as investor in and provider of e-commerce operations and other services to the marijuana pharmaceutical industry.

On April 11, 2014, Melanthios Acquisition, ~~Corp~~Inc. ~~filed~~amended aits ~~Certificate~~certificate of ~~Amendment~~incorporation ~~of Certificate of Incorporation~~ changing the name of the ~~Corporation~~Company to Price My Rent Group, Inc. On December 17, 2014, Price My Rent Group, Inc. amended its certificate of incorporation changing the name of the Company to MJ Pharmaceuticals, Inc.

The Company commenced limited initial e-commerce operations on September 1, 2014. In November 2014, the Company suspended these operations, subject to further development of the e-commerce portal.

On2. ~~December~~ACCOUNTING ~~17, 2014, Price My Rent Group, Inc filed a Certificate of Amendment of Certificate of Incorporation changing the name of the Corporation to MJ Pharmaceuticals, Inc.~~ POLICIES

~~NOTE~~Basis 2of -Accounting ~~SUMMARY~~and ~~OF SIGNIFICANT ACCOUNTING POLICIES~~ Presentation

~~BASIS~~The OFunaudited ~~PRESENTATION~~interim -financial ~~DEVELOPMENT~~statements ~~STAGE~~of ~~COMPANY~~ the Company as of March 31, 2016 and for the three months ended March 31, 2016 and 2015 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) which apply to interim financial statements. Accordingly, they do not include all of the information and footnotes normally required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for future quarters or for the year ending December 31, 2016.

The Company has earned limited revenue from the initial stages of its e-commerce operations. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Company" as set forth in Financial Accounting Standards Board Accounting Standards Codification 915 ("FASB ASC 915"). Among the disclosures required by FASB ASC 915 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception.

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

ACCOUNTING METHOD

The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles ("GAAP") in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with original maturities from date of purchase of three months or less to be cash equivalents. Cash and equivalents consist of cash on deposit with domestic banks and, at times, may exceed federally insured limits.

Table of Contents

~~ACCOUNTS~~MJ ~~RECEIVABLE~~PHARMACEUTICALS, ~~AND ALLOWANCE FOR DOUBTFUL DEBTS~~ INC.

~~Accounts~~NOTES ~~receivable~~TO ~~are~~FINANCIAL generally due within 30 days and are recorded net of an allowance for doubtful accounts. We consider accounts outstanding longer than the contractual terms past due. We review accounts receivable on a regular basis and estimate an amount of losses for uncollectible accounts based on our historical collections experience, age of the receivable, knowledge of the customer and the condition of the general economy and industry as a whole. We record changes in our estimate to the allowance for doubtful accounts through bad debt expense and relieve the allowance when accounts are ultimately determined to be uncollectible. Bad debt expenses, if any, are included in general and administrative expenses. STATEMENTS

~~REVENUE~~FOR ~~RECOGNITION~~ THE THREE MONTHS ENDED MARCH 31, 2016 AND 2015

In2. ~~general,~~ACCOUNTING wePOLICIES ~~recognize revenue when~~ (icontinued) there is persuasive evidence of an arrangement, (ii) the solution and/or service has been provided to the customer, (iii) the collection of the fees is probable, and (iv) the amount of fees to be paid by the customer is fixed or determinable.

WeUse ~~currently generate revenue under our E-Commerce Software Solution which is primarily comprised~~ of ~~transaction fees for certain e-commerce software solutions, such as payment processing. We recognize revenue from these transaction fees as the related services are performed.~~ Estimates

~~COST~~The OFpreparation ~~REVENUE~~ of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~Cost~~Cash ofand ~~revenue~~Cash ~~consists primarily of fees paid to third-party service providers.~~ Equivalents

~~ORGANIZATIONAL~~The ~~COSTS~~ Company considers all liquid investments with an original maturity of three months or less to be cash equivalents.

~~Organizational~~Property ~~costs represent management, consulting, legal, accounting,~~ and ~~filing fees incurred to date in the formation of the company. Organizational costs are expensed as incurred in accordance with FASB ASC 720-15, "Start-Up Costs".~~ Furniture

~~INCOME~~Fixed ~~TAXES~~ assets are recorded at cost, less accumulated depreciation. Cost includes the price paid to acquire the asset, and any expenditures that substantially increase an asset’s value or extends the useful life of an existing asset. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Major repairs and betterments that significantly extend original useful lives or improve productivity are capitalized and depreciated over the periods benefited. Maintenance and repairs are generally expensed as incurred. The estimated useful lives for fixed asset categories are as follows:

The Company has adopted the provisions of FASB ASC 740, "Accounting for Income Taxes" which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Building	40 years
Furniture	7 years

~~BASIC~~Revenue ~~EARNINGS (LOSS) PER SHARE~~ Recognition

~~The~~Revenue ~~Company~~is ~~uses~~recorded ~~Topic~~pursuant ~~260~~to ~~"Earnings~~Financial ~~Per~~Accounting ~~Share",~~Standards ~~for~~Board ~~calculating the basic and diluted profit~~ (~~loss~~“FASB”) ~~per~~Accounting ~~share. The~~Standards ~~Company~~Codification ~~computes basic profit~~ (~~loss~~“ASC”) ~~per~~605, ~~share~~Revenue byRecognition, ~~dividing~~when ~~net~~persuasive ~~profit (loss)~~evidence ~~and~~of ~~net~~an ~~profit~~arrangement ~~(loss)~~exists, ~~attributable~~delivery toof ~~common stockholders by~~ the ~~weighted~~product ~~average~~or ~~number~~services ofhas ~~common~~occurred, ~~shares~~the ~~outstanding. Diluted~~fee ~~profit (loss) per share~~ is ~~computed~~fixed ~~similar~~and todeterminable ~~basic~~and ~~profit (loss)~~collectability ~~per share except that the denominator~~ is ~~increased~~reasonably toassured. Beginning ~~include~~in ~~the~~2016 ~~number of additional common shares that would have been outstanding if~~ the ~~potential~~Company ~~shares~~generated ~~had~~revenue ~~been issued and if the additional shares were dilutive. Common equivalent shares are excluded~~ from the ~~computation~~sale of ~~net~~packaged ~~profit (loss) per share if their effect is anti-dilutive~~products. ~~At September 30, 2015 and December 31, 2014, the Company did not have any stock equivalents.~~

FAIR VALUE MEASUREMENTS

GAAP defines fair value, provides guidance for measuring fair value and requires certain disclosures. GAAP utilizes a fair value hierarchy which is categorized into three levels based on the inputs to the valuation techniques used to measure fair value. These principles discuss valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flows) and the cost approach (cost to replace the service capacity of an asset or replacement cost). These principles provide for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that is observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs that reflect the Company's assumptions.

The Company's financial instruments consist of accounts payable and accrued expenses. The carrying value approximates fair value due to the short maturity of these instruments.

Table of Contents

~~STOCK-BASED~~MJ ~~COMPENSATION~~ PHARMACEUTICALS, INC.

~~The~~NOTES ~~Company~~TO ~~recognizes~~FINANCIAL the services received or goods acquired in a share-based payment transaction as services are received or when it obtains the goods as an increase in equity or a liability, depending on whether the instruments granted satisfy the equity or liability classification criteria [ASC 718-10-25-2, Compensation-Stock Compensation, Recognition]. STATEMENTS

AFOR ~~share-based~~THE ~~payment~~THREE ~~transaction~~MONTHS ~~with~~ENDED ~~employees~~MARCH ~~is measured base on the fair value (or~~31, in2016 ~~some~~AND cases, a calculated or intrinsic value) of the equity instrument issued. If the fair value of goods or services received in a share-based payment with non-employees is more reliably measurable than the fair value of the equity instrument issued, the fair value of the goods or services received shall be used to measure the transaction. Conversely, if the fair value of the equity instruments issued in a share-based payment transaction with non-employees is more reliably measurable than the fair value of the consideration received, the transaction is measured at the fair value of the equity instruments issued [ASC 718-10-30-2, Compensation-Stock Compensation, Initial Measurement]. 2015

The cost of services received from employees in exchange for awards of share-based compensation generally is measured at the fair value of the equity instruments issued or at the fair value of the liabilities incurred2. ~~The~~ ~~fair~~ACCOUNTING ~~value~~POLICIES of the liabilities incurred in share-based transactions with employees is remeasured at the end of each reporting period until settlement [ASC 718-10-30-3, Compensation-Stock Compensation, Initial Measurement]. (continued)

~~Share-based~~Income payments awarded to an employee of the reporting entity by a related party or other holder of an economic interest in the entity as compensation for services provided to the entity are share-based transactions to be accounted for under ASC 718 unless the transfer is clearly for a purpose other than compensation for services to the reporting entity. The substance of such a transaction is that the economic interest holder makes a capital contribution to the reporting entity and that entity makes a share-based payment to its employee in exchange for services rendered [ASC 718-10-15-4, Compensation-Stock Compensation, Scope and Scope Exceptions]. Taxes

~~NOTE~~The 3Company -accounts ~~IMPACT~~for OFincome ~~NEW~~taxes ~~ACCOUNTING~~in ~~STANDARDS~~ accordance with FASB ASC 740, Income Taxes (“ASC 740”), which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. Deferred tax assets and liabilities represent the future tax consequences for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

~~The~~ASC 740 also addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company ~~does~~may recognize the tax benefit from an uncertain tax position only if it is “more likely than not” ~~expect~~that the ~~adoption~~tax position will be sustained on examination by the taxing authorities, based on the technical merits of ~~recently~~the ~~issued~~position. The ~~accounting~~tax ~~pronouncements~~benefits torecognized ~~have~~in the financial statements from such a ~~significant~~position ~~impact~~would be measured based on the ~~Company's~~largest ~~results~~benefit that has a greater than 50% likelihood of ~~operations~~being realized upon ultimate settlement. ASC 740 also provides guidance on derecognition of income tax assets and liabilities, ~~financial~~classification ~~position~~of current and deferred income tax assets and liabilities, orand ~~cash~~accounting ~~flow~~for interest and penalties associated with tax positions. As of March 31, 2016 and December 31, 2015, the Company does not have a liability for any unrecognized tax benefits.

~~NOTE~~Earnings 4(Loss) -Per ~~GOING CONCERN~~ Share

~~The~~Net ~~Company's~~earnings ~~financial~~(loss) ~~statements~~per ~~are~~share ~~prepared~~is ~~using~~calculated ~~accounting~~in ~~principles~~accordance ~~generally~~with ~~accepted~~FASB inASC ~~the~~260, ~~United~~Earnings ~~States~~Per ofShare. Basic ~~America~~net ~~applicable~~earnings to(loss) aper ~~going~~share ~~concern~~is ~~that~~based ~~contemplates~~upon the ~~realization~~weighted ofaverage ~~assets and~~number ~~liquidation~~ of ~~liabilities~~common inshares ~~the~~outstanding ~~normal~~during ~~course~~the ~~of business~~period. ~~The~~ Diluted ~~Company~~net ~~has~~income ~~not~~per ~~established~~share ~~sufficient~~is ~~sources~~based ofon ~~revenue~~the toassumption ~~cover~~that ~~its~~all ~~operating~~dilutive ~~costs. The~~convertible ~~Company~~shares, ~~will~~stock ~~engage in~~options ~~very~~and ~~limited~~warrants ~~activities~~were ~~until~~converted aor ~~source~~exercised. Dilution ~~of funding~~ is ~~secured. The~~computed ~~Company~~by ~~will~~applying ~~offer~~the ~~noncash~~treasury ~~consideration~~stock ~~and~~method. Under ~~seek~~this ~~equity~~method, ~~lines~~options asand awarrants ~~means~~are ofassumed ~~financing~~to ~~its~~be ~~operations. If~~exercised at the ~~Company~~ isbeginning ~~unable~~of tothe ~~obtain~~period ~~revenue~~(or ~~producing~~at ~~contracts~~the ortime ~~financing~~of orissuance, if ~~the~~later), ~~revenue~~and oras ~~financing~~if itfunds ~~does~~obtained ~~obtain~~thereby iswere ~~insufficient~~used to ~~cover~~purchase ~~any~~common ~~operating~~stock ~~losses~~at itthe ~~may~~average ~~incur,~~market itprice ~~may~~during ~~substantially~~the ~~curtail or~~period. Basic ~~terminate~~and ~~its~~diluted ~~operations~~loss orper ~~seek~~share ~~other~~are ~~business~~the ~~opportunities~~same ~~through~~for ~~strategic~~the ~~alliances,~~periods ~~acquisitions~~ended orMarch ~~other~~31, ~~arrangements~~2016 ~~that~~and ~~may~~2015, ~~dilute~~because the ~~interests~~Company ofhad ~~existing~~losses ~~stockholders~~and has no common stock equivalents.

NOTE 5 - E-COMMERCE SERVICES REVENUE

A component of certain transactions under our E-Commerce Software Solution contains amounts directly attributable to clients. The amount collected by us, for and on behalf of clients, is detailed below:

									For the period from
									February 21, 2012
	For the				For the				(Date of Inception)
	Three Months Ended				Nine months Ended				through
	September 30,				September 30,				September 30,
	2015		2014		2015		2014		2015
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
E-Commerce services
Gross sales	$	–	$	131,337	$	–	$	131,337	$	342,162
Less -Direct client component		–		128,742		–		128,742		335,431
Net E-Commerce service revenue	$	–	$	2,595	$	–	$	2,595	$	6,731

Table of Contents

~~NOTE~~MJ 6PHARMACEUTICALS, ~~- INCOME TAXES~~ INC.

~~For~~NOTES ~~the~~TO ~~period~~FINANCIAL from February 21, 2012 (Date of Inception) through September 30, 2015, the Company has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $14,172 at September 30, 2015, and will expire in the year 2033. The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows: STATEMENTS

~~Deferred~~FOR ~~tax~~THE ~~asset~~THREE ~~attributable~~MONTHS ~~to:~~ ENDED MARCH 31, 2016 AND 2015

				For the period from
				February 21, 2012
	For the			(Date of Inception)
	Nine months Ended			through
	September 30, 2015			September 30, 2015
Net operating loss carryover	$	852		$	4,818
Valuation allowance		(852	)		(4,818	)
Net deferred tax asset	$	–		$	–

2.	ACCOUNTING POLICIES (continued)

~~Realization~~Fair Value of ~~deferred~~Financial ~~tax assets is not practical until subsequent to a business combination with target business opportunity, and such a target business opportunity has yet to be finalized.~~ Instruments

~~The~~FASB ~~provision~~ASC ~~for~~820, ~~income~~Fair ~~taxes~~Value ~~consists~~Measurement, specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). In accordance with ASC 820, the following summarizes the fair value hierarchy:

				For the period from
				February 21, 2012
	For the			(Date of Inception)
	Nine months Ended			through
	September 30, 2015			September 30, 2015
Current tax	$	852		$	4,818
Change in deferred tax asset		(852	)		(4,818	)
Change in valuation allowance	$	–		$	–

Level 1 Inputs – Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access.

~~The~~Level ~~Company~~2 ~~has~~Inputs ~~elected~~– toInputs ~~classify~~other ~~interest~~than ~~and/or~~the ~~penalties~~quoted ~~related~~prices ~~to an uncertain position, if and when required, as part of other expenses~~ in ~~the~~active ~~statements~~markets ofthat ~~operation. No~~are ~~such~~observable ~~amounts have~~either ~~been~~directly ~~incurred~~ or ~~accrued through September 30, 2015 by the Company~~indirectly.

~~For~~Level ~~the~~3 ~~period~~Inputs ~~from~~– ~~February~~Inputs ~~21,~~based ~~2012~~on ~~(Date~~prices ofor ~~Inception)~~valuation ~~through~~techniques ~~September~~that ~~30,~~are ~~2015,~~both ~~there~~unobservable isand nosignificant ~~unrecognized tax benefit. Management does not anticipate any potential future adjustments which would result in a material change~~ to ~~its financial tax position. As of September 30, 2015,~~ the ~~Company~~overall ~~did~~fair ~~not~~value ~~accrue any interest and penalties~~measurements.

~~NOTE~~FASB 7ASC -820 ~~RELATED~~requires ~~PARTY~~the ~~BALANCES~~use ~~AND~~of ~~TRANSACTIONS~~ observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurements. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

OnThe ~~February~~Company ~~21,~~did ~~2012~~not ~~(Date~~identify ofany ~~Inception),~~assets ~~the~~or ~~Company~~liabilities ~~issued~~that ~~31,390,000~~are ~~shares~~required ofto ~~common~~be ~~stock~~presented toat ~~the~~fair ~~founding~~value ~~shareholder~~on ina ~~exchange~~recurring ~~for~~basis. ~~incorporation~~Non-derivative ~~fees~~financial ofinstruments ~~$89,~~include ~~annual~~cash ~~resident~~and ~~agent~~cash ~~fees~~equivalents, inaccrued expenses and the ~~State~~ ofrelated ~~Delaware~~party ~~for~~loan. As ~~$50~~of March 31, 2016 and ~~developing~~December 31, 2015, the ~~Company's~~carrying ~~business~~values ~~concept~~of ~~and~~these ~~plan~~financial ~~valued~~instruments atapproximated ~~$3,000~~their tofair avalues ~~total~~due ~~sum~~to oftheir ~~$3,139~~short term nature.

~~On December 31, 2013, the Company issued 8,500,000 shares of common stock in exchange for filing fees of $187, courier fees of $163, and payment made for audit fees of $500~~3.00 byRECENTLY ~~the~~ISSUED ~~sole~~ACCOUNTING ~~owner, Uren Enterprises, LLC. The total amount is $850.~~ STANDARDS

OnIn ~~March~~February 312016, ~~2014~~the FASB issued ASU 2016-02, Leases. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the ~~Company~~balance ~~issued~~sheet 61for all leases with terms longer than 12 months. Leases will be classified as either finance or operating,~~730,000~~ ~~shares~~with classification affecting the pattern of ~~common~~expense ~~stock~~recognition in ~~exchange~~the income statement. The new standard is effective for ~~cash~~fiscal ofyears $3beginning after December 15,~~500~~ 2018, ~~filing~~including ~~fees~~interim ofperiods ~~$979,~~within ~~courier~~those ~~fees~~fiscal ofyears. A ~~$194,~~modified ~~and~~retrospective ~~payment~~transition ~~made~~approach is required for ~~audit~~lessees ~~fees~~for ofcapital $1and operating leases existing at,~~500~~ byor ~~the~~entered ~~sole owner~~into after, ~~Uren~~the ~~Enterprises~~beginning of the earliest comparative period presented in the financial statements, ~~LLC~~with certain practical expedients available. ~~The~~ We ~~total~~are ~~amount~~currently isevaluating ~~$6,173~~the impact of our pending adoption of the new standard on our financial statements.

On June 30, 2014, the Company issued 58,500,000 shares of common stock in exchange for franchise tax of $1,654, filing fees of $500, office expenses of $98, travel expenses of $3,581 and payment made for domain registration of $17 by the sole owner, Uren Enterprises, LLC. The total amount is $5,850.

Table of Contents

OnMJ ~~August 29~~PHARMACEUTICALS, 2014, the Company entered into a short term agreement, at cost plus $100 per month processing fee, with a corporation related to the sole director, Mark Uren, for the sole purposes of providing interim merchant services to the CompanyINC. This agreement was to commence on September 1, 2014 and was terminated by the Company in November 2014. At September 30, 2015 there were no recorded related party accounts receivable and no recorded related party accounts payable, in accordance with this short term agreement.

OnNOTES ~~September~~TO ~~30,~~FINANCIAL ~~2014,~~STATEMENTS ~~the Company issued 25,620,000 shares of common stock in exchange for cash of $2,062 and filing fees of $500 by the sole owner, Uren Enterprises, LLC. The total amount is $2,562.~~ (UNAUDITED)

OnFOR ~~December~~THE ~~17,~~THREE ~~2014,~~MONTHS ~~the~~ENDED ~~Company~~MARCH ~~recorded a loan from the sole owner~~31, ~~Uren~~2016 ~~Enterprises,~~AND ~~LLC for payment of $450 filing fees for the name change of the Company to MJ Pharmaceuticals, Inc.~~ 2015

On3. RECENTLY ~~April~~ISSUED ~~14,~~ACCOUNTING ~~2015,~~STANDARDS ~~the Company recorded a loan from the sole owner, Uren Enterprises, LLC for payment of $50 registered agent fees.~~ (continued)

~~NOTE~~In 8August 2014, the FASB issued ASU 2014-15, ~~STOCKHOLDER'S~~Presentation ~~EQUITY~~ of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 provides guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The amendments in ASU 2014-15 are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. This accounting standard update is not expected to have a material impact on the Company’s financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. The ~~Company's~~core ~~Articles~~principle of ~~Incorporation~~this ~~authorize~~updated ~~500~~guidance is that 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 new rule also requires additional disclosure about the nature,~~000~~ amount,~~000~~ ~~shares~~timing and uncertainty of ~~$0.0001~~revenue ~~par~~and ~~value~~cash ~~Common~~flows ~~Stock~~arising from customer contracts, including significant judgments and 20changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This guidance,~~000~~ as amended,~~000~~ ~~shares~~is ofeffective $0for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period.~~0001~~ Companies ~~par~~are ~~value~~permitted ~~Preferred~~to ~~Stock~~adopt this new rule following either a full or modified retrospective approach. Early adoption is permitted for annual periods beginning after December 15, 2016. This accounting standard update is not expected to have a material impact on the Company’s financial statements.

Since February 21, 2012, the date of inception, the Company has issued total of 185,740,000 shares of common stock in exchange for cash, general and administrative expenses, and incorporation related fees and services.

NOTE 9 - SUBSEQUENT EVENTS

None.

Subsequent events have been evaluated through October 16, 2015, the date the financial statements were issued.

Table of Contents

~~Item~~MJ ~~2 . Management's~~PHARMACEUTICALS, ~~Discussion and Analysis of Financial Condition and Results of Operations~~INC.

~~This~~NOTES ~~Quarterly~~TO ~~Report~~FINANCIAL ~~contains~~STATEMENTS "forward-looking statements". All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing. (UNAUDITED)

~~Forward-looking~~FOR ~~statements~~THE ~~may~~THREE ~~include~~MONTHS ~~the~~ENDED ~~words~~MARCH ~~"may"~~31, ~~"could",~~2016 ~~"estimate",~~AND "intend", "continue", "believe", "expect" or "anticipate" or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. You should, however, consult further disclosures we make in future filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. 2015

Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements4. ~~Our~~ FIXED future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to: ASSETS

~~Ÿ our~~During ~~current~~the ~~lack~~three ofmonths ~~working~~ended ~~capital;~~ March 31, 2016, the Company purchased a 150,000 sq. ft. facility in Detroit Michigan for $40,399 for a future manufacturing/distribution center.

~~Ÿ inability~~Fixed toassets ~~raise~~at ~~additional~~March ~~financing;~~ 31, 2016 are summarized as follows:

Building	$	40,399
Furniture and fixtures		2,279
		42,678
Less: accumulated depreciation		(184	)

Property and furniture, net	$	42,494

Depreciation expense for the three months ended March 31, 2016 was $184.

5. GOING CONCERN

The Company’s financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a start-up entity subject to the substantial business risks and uncertainties inherent to such an entity, including the potential risk of business failure. The Company has generated operating losses since its inception. While the Company is attempting to commence operations and generate revenues, it continues to be reliant upon its stockholders to support its daily operations. This raises substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to continue as a going concern and its ability to commence its planned principal business activities is dependent upon the continued financial support from its stockholders and its ability to obtain the necessary equity or debt financing and eventually attain profitable operations.

The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Table of Contents

MJ PHARMACEUTICALS, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2016 AND 2015

6. SUBSEQUENT EVENTS

The Company’s management has performed subsequent events procedures through May 23, 2016, which is the date the financial statements were available to be issued. There were no subsequent events requiring adjustment to or disclosure in the financial statements.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

This Quarterly Report contains “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may”, “could”, “estimate”, “intend”, “continue”, “believe”, “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance upon forward-looking statements, which speak only as of the dates upon which they are made. Except for our filings, we do not intend, and undertake no obligation, to update any forward-looking statement. You should, however, consult further disclosures we make in future filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

Ÿ our limited working capital;

Ÿ our ability to raise additional financing;

Ÿ the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain;

Ÿ deterioration in general or regional economic conditions;

Ÿ adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

Ÿ inability to efficiently manage our operations;

Ÿ inability to achieve future sales levels or other operating results; and

Ÿ the unavailability of funds for capital expenditures.

Throughout this Report references to "“we"”, "“our"”, "“us"”, "“MJ Pharmaceuticals"”, "“the Company"”, and similar terms refer to MJ Pharmaceuticals, Inc.

Overview and Outlook

We are an "“emerging growth company"” ("“EGC"”) that is exempt from certain financial disclosure and governance requirements for up to five years as defined in the Jumpstart Our Business Startups Act ("“the JOBS Act"”), that eases restrictions on the sale of securities; and increases the number of shareholders a company must have before becoming subject to the U.S. Securities and Exchange Commission'’s (SEC'’s) reporting and disclosure rules (See "“Emerging Growth Companies"” section above).

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

We currently engage in business activities that provide limited cash flow.

Table of Contents

Key Components of our Results of Operations

Revenue

We anticipate we will derive our revenue from ~~three~~two primary sources: the licensing or sale of Medicinal Cannabis Patented Products, and Cannabis Laboratory Testing ~~and E-commerce Software Solutions~~.

ToThe ~~date,~~Company wecommenced ~~have implemented~~ limited initial operations ~~under~~in ~~the~~ E-commerce Software Solutions on September 1, 2014. In November 2014, the Company suspended these operations. It subsequently determined to serve as investor in and provide of e-commerce operations and other services to the marijuana pharmaceutical industry.

~~E-Commerce~~As ~~Software~~of ~~Solutions~~March, ~~Revenue~~ 2016, the Company commenced the sale and distribution of “pen cartridges” to the medicinal industry. As we obtain licensing for the Medicinal Cannabis Products in various states, our primary source of revenues will be derived from the sale and distribution of “pen cartridges”. During the three months ended March 31, 2016, we had revenue of $8,000 from the first sale of these products.

Revenue from our e-commerce software solutions is comprised of transaction fees for certain e-commerce software solutions, such as payment processing. Typically, we price our e-commerce software solutions based primarily on customer usage.

During the three months ended September 30, 2015, revenue from our e-commerce software solutions was $Nil.

Table of Contents

Cost of Revenue

Cost of revenue ~~will~~consists ~~consist~~ primarily of ~~personnel~~ costs ~~related~~from tomanufacturers ~~our operations, support services, training and implementation services, expenses related to the operation~~ of ~~our~~packaged ~~data center and fees paid to third-party service providers~~products. Personnel costs will include salaries, bonuses, stock-based compensation and employee benefits. Cost of revenue will also include an allocation of facilities costs, overhead costs and depreciation, as well as amortization of acquired technology related to strategic acquisitions, if any, and amortization of capitalized development costs. We will primarily allocate facilities costs, overhead costs and depreciation based on head count.

Cost of revenue consists primarily of product costs, personnel costs related to our operations, support services and training and implementation services. Personnel costs will include salaries, bonuses, stock-based compensation and employee benefits. Cost of revenue will also include an allocation of facilities costs, overhead costs and depreciation, and amortization of capitalized development costs. We will primarily allocate facilities costs, overhead costs and depreciation based upon head count.

Operating Expenses

We classify our operating expenses into three categories: product ~~development~~distribution, sales and marketing, and general and administrative. Our operating expenses will primarily consist of personnel costs, which will include compensation, employee benefits and payroll taxes, costs for third-party contracted development, marketing, legal, accounting and consulting services and other professional service fees. Personnel costs for each category of operating expenses will include salaries, bonuses, stock-based compensation and employee benefits for employees in that category. In addition, our operating expenses will include an allocation of our facilities costs, overhead costs and depreciation based on head count for that category, as well as amortization of purchased intangible assets resulting from any acquisitions.

Product ~~development .~~ distribution - Product ~~development~~distribution expense will consist primarily of personnel costs for ~~our~~ product ~~development~~distribution employees and executives, ~~and~~ fees to contract ~~development~~producers ~~vendors.~~and ~~Our~~distribution ~~product~~vendors ~~development~~and ~~efforts are~~facility ~~focused~~cost ~~primarily~~for onmaintaining ~~increasing~~an ~~the~~inventory ~~functionality and enhancing the ease~~ of ~~use~~products. ofOur ~~our~~product ~~e-commerce~~distribution ~~software~~efforts ~~solutions~~are ~~and~~focused ~~expanding~~primarily ~~our~~on ~~licensing~~making ~~and~~the ~~subscription software solutions as well as our promotional software solutions. We expect our~~ product ~~development~~available ~~expenses~~for consumption to ~~increase~~the ~~in absolute dollars~~end-user.

Sales and marketing . - Sales and marketing expense will consist primarily of personnel costs for our sales, marketing and business development employees and executives, travel and entertainment and marketing programs. Marketing programs may consist of advertising, tradeshows, user conferences, public relations, industry sponsorships and affiliations and product marketing. In addition, sales and marketing expense may include amortization of certain purchased intangible assets, including customer relationships and key vendor and supplier ~~relationships obtained in connection with any acquisitions~~relationship. We expect our sales and marketing expense to increase in absolute dollars.

General and administrative . - General and administrative expense will consist of personnel costs for our ~~executive~~executives, finance and accounting, human resources, management information systems and legal personnel, as well as legal, accounting and other professional service fees and other corporate expenses. We expect our general and administrative expense to increase in absolute dollars.

Table of Contents

We had operating expenses of $36,733 and $7,164 the three months ended March 31, 2016 and 2015, respectively. Our operating expenses are for product distribution and all general and administrative expenses such as travel, legal and professional fees and filing fees.

Income Taxes

Historically, we have incurred annual operating losses and have not benefited from these losses. As of ~~September~~March 3031, ~~2015~~2016, we had net operating loss carry forwards for federal and state income tax purposes of $14(33,~~172~~733). Based on current period income and projected future year income, we believe that it is more likely than not that the net deferred tax assets recorded will be realized. If not utilized, our federal net operating loss and tax credit carry forwards will begin to expire in 2033. While not currently subject to an annual limitation, the utilization of these carry forwards may become subject to an annual limitation because of provisions in the Internal Revenue Code that are applicable if we experience an "“ownership change,"” which may occur, for example, as a result of ~~this~~an offering or other issuances of stock.

Critical Accounting Policies

Our financial statements are prepared in accordance with GAAP. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management'’s judgment in its application, while in other cases, management'’s judgment is required in selecting among available alternative accounting standards that allow different accounting treatment for similar transactions. The preparation of our financial statements and related disclosures may require us to make estimates, assumptions and judgments that affect the reported amount of assets, liabilities, revenue, costs and expenses, and related disclosures. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. In some instances, we could reasonably use different accounting estimates, and in some instances results could differ significantly from our estimates. We will evaluate our estimates and assumptions on an ongoing basis. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

11 We believe that the assumptions and estimates associated with revenue recognition and accounts receivable have the greatest potential impact on our financial statements. Therefore, we believe the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving our management’s judgments, assumptions and estimates.

Table of Contents

We believe that the assumptions and estimates associated with revenue recognition, accounts receivable and capitalized product development costs have the greatest potential impact on our financial statements. Therefore, we believe the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving our management's judgments, assumptions and estimates.

Revenue Recognition

We ~~will~~currently derive our revenue from ~~three~~the ~~primary~~sale ~~sources:~~and ~~e-commerce~~distribution ~~software~~of ~~solutions;~~“pen ~~licensing~~cartridges” ~~and~~to ~~subscription~~the ~~software~~medicinal ~~solutions;~~industry. We ~~and~~will ~~promotional~~focus ~~software~~our ~~solutions. In~~efforts ~~general,~~on wethe ~~recognize revenue~~direct ~~when~~channel ~~all~~distribution of our “pen cartridges” directly to the ~~following~~manufacturers ~~conditions~~of ~~are~~the ~~reasonably~~medicinal ~~assured:~~ pens.

~~Ÿ there~~Revenue is recorded pursuant to FASB ASC 605, Revenue Recognition, when persuasive evidence of an arrangement; exists, delivery of the product or services has occurred, the fee is fixed or determinable and collectability is reasonably assured.

~~Ÿ the solution and/or service has been provided to the customer;~~ 14

Ÿ the collection of the fees is probable; and

Ÿ the amount of fees to be paid by the customer is fixed or determinable.

For multi-element arrangements that include multiple solutions and/or services, we will allocate arrangement consideration to all deliverables that have stand-alone value based on their relative selling prices. In such circumstances, we will utilize the following hierarchy to determine the selling price to be used for allocating revenue to deliverables as follows:

Ÿ Vendor specific objective evidence (VSOE), if available. The price at which we sell the element in a separate stand-alone transaction;

Ÿ Third-party evidence of selling price (TPE), if VSOE of selling price is not available. Evidence from us or other companies of the value of a largely interchangeable element in a transaction; and

Ÿ Estimated selling price (ESP), if neither VSOE nor TPE of selling price is available. Our best estimate of the stand-alone selling price of an element in a transaction.

Our process for determining ESP for deliverables without VSOE or TPE considers multiple factors that may vary depending upon the unique facts and circumstances related to each deliverable. Key factors primarily considered in developing ESP include prices charged by us for similar offerings when sold separately, pricing policies and approvals from standard pricing and other business objectives.

Accounts Receivable

For several of our solutions, we may invoice our customers prior to the period in which service is provided. Accounts receivable represent trade receivables from third-party service providers and customers when we have invoiced for software solutions and/or services where we have not yet received payment. We will present accounts receivable net of an allowance for doubtful accounts. We will maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments, or the customer cancelling prior to the service being rendered. In doing so, we will consider the current financial condition of the customer, the specific details of the customer account, the age of the outstanding balance, the current economic environment and historical credit trends. As a result of a portion of our allowance being for services not yet rendered, a portion of our allowance m ay be charged as an offset to deferred revenue, which does not have an effect on the statement of operations. Any change in the assumptions used in analyzing a specific account receivable might result in an additional allowance for doubtful accounts being recognized in the period in which the change occurs.

Capitalized Product Development Costs

We will capitalize specific product development costs, including costs to develop software products or the software components of our solutions to be marketed to our customers, as well as software programs to be used solely to meet our internal needs. The costs incurred in the preliminary stages of development related to research, project planning, training, maintenance and general and administrative activities, and overhead costs are expensed as incurred. The costs of relatively minor upgrades and enhancements to the software are also expensed as incurred. Once an application has reached the development stage, internal and external costs incurred in the performance of application development stage activities, including materials, services and payroll-related costs for employees will be capitalized, if direct and incremental, until the software is substantially complete and ready for its intended use. Capitalization will cease upon completion of all substantial testing. We will also capitalize costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs will be recorded as part of property and equipment. Internal use software will be amortized on a straight-line basis over its estimated useful life, generally three years. Management will evaluate the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

Table of Contents

Accounts Receivable

For several of our solutions, we may invoice our customers prior to the period in which our product is provided. Accounts receivable will represent trade receivables from customers whom we have invoiced for products where we have not yet received payment. We will present accounts receivable net of an allowance for doubtful accounts. We will maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments, or the customer cancelling prior to the service being rendered. In doing so, we will consider the current financial condition of the customer, the specific details of the customer account, the age of the outstanding balance, the current economic environment and historical credit trends. As a result of a portion of our allowance being for services not yet rendered, a portion of our allowance may be charged as an offset to deferred revenue, which does not have an effect on the statement of operations. Any change in the assumptions used in analyzing a specific account receivable might result in an additional allowance for doubtful accounts being recognized in the period in which the change occurs.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2015~~2016, wethe Company had $437,~~901~~935 in cash and ~~did~~cash ~~not~~equivalents ~~have~~and ~~any~~$12,000 in other ~~cash~~receivables. ~~equivalents~~Subsequent to March 31, 2016, the Company sold 160,000 shares of Common Stock and raised capital in the amount of approximately $40,000. The ~~following~~Company ~~table~~has ~~provides~~used ~~detailed~~these ~~information~~funds ~~about~~to ~~our~~purchase ~~net~~additional ~~cash~~packaged ~~flow~~products ~~for~~and ~~all~~operational ~~financial~~expenses ~~statement periods~~to ~~presented~~market in ~~this~~the ~~Report~~Detroit area. To date, we have financed our operations through the issuance of stock and limited revenues from the sale of products.

~~The~~Liquidity ~~following~~is ~~table~~a ~~summarizes~~measure ~~total~~of ~~current~~a ~~assets,~~company’s ~~total~~ability ~~current~~to ~~liabilities~~meet ~~and~~potential ~~working~~cash requirements. We have historically met our capital ofrequirements through the ~~Company~~issuance atof ~~September~~stock, 30which has been invested in us by Uren Enterprises, ~~2015~~LLC, ~~compared~~our tocontrolling ~~year~~shareholder, ~~end~~or ~~December~~Mark 31Uren, ~~2014~~our sole officer, director, or other investors. In the future, we anticipate we will be able to provide the necessary liquidity needed from the revenues generated from operations but there is no assurance that this will happen.

					Increase / (Decrease)
	September 30, 2015		December 31, 2014		$			%
Current assets	$	4,901	$	7,358	$	(2,457	)		(33.4)
Current liabilities	$	499	$	449	$	50			11.11
Working capital (deficit)	$	4,402	$	6,909	$	(2,507	)		(36.3)

As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations. Additionally we anticipate obtaining additional financing to fund operations through additional common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital.

Liquidity is a measure of a company's ability to meet potential cash requirements. We have historically met our capital requirements through the issuance of stock, which has been invested in us by Uren Enterprises, LLC, our controlling shareholder, or Mark Uren, our sole officer, director, or other investors. In the future, we anticipate we will be able to provide the necessary liquidity needed from the revenues generated from operations but there is no assurance that this will happen. 15

~~Since~~Table ~~inception, we have financed our cash flow requirements through issuance~~ of common stock and limited revenues. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations. Additionally we anticipate obtaining additional financing to fund operations through additional common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital. Contents

We anticipate that we will incur operating losses in the next twelve months. Our minimal operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks, we must, among other things, increase our customer base, further and improve our marketing strategy, continually develop and upgrade our website, provide national and regional businesses with an effective, efficient and accessible website on which we are able to promote ours and their services through the Internet, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

Operating activities

Net cash used in operating activities was $249,~~507~~909 for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016, as compared to $~~7,198~~532 for the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015. The ~~decrease~~increase in net cash used in operating activities was primarily due to ~~decreased~~increased operating expenses related to product distribution, organizational costs and general and administrative expenses.

Financing and Investing activities

Net cash provided by financing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016, was $50126,551, as compared to $~~14,585~~0 for the ~~year~~three ~~nine~~ months ended ~~September~~March 3031, ~~2014~~2015. The ~~decrease~~increase of net cash provided by financing activities was mainly attributable to aan ~~decrease~~increase in capital provided through the issuance of common stock.

13 We hope that cash flow from operations will meet our present and near-term cash needs; however, we will require additional cash resources, including the sale of equity or debt securities, to meet our planned capital expenditures and working capital requirements for the next 12 months. We will require additional cash resources due to changed business conditions, maintenance of our website, implementation of our strategy to expand our sales and marketing initiatives, increase brand and services awareness. If our own financial resources and then current cash-flows from operations are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities will result in dilution to our stockholders. Incurring indebtedness will result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict our operations or modify our plans to grow the business. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, will limit our ability to expand our business operations and could harm our overall business prospects.

Table of Contents

We believe that cash flow from operations will not meet our present and near-term cash needs and thus we will require additional cash resources, including the sale of equity or debt securities, to meet our planned capital expenditures and working capital requirements for the next 12 months. We will require additional cash resources due to changed business conditions, finalization and launch of our website, implementation of our strategy to expand our sales and marketing initiatives, increase brand and services awareness. If our own financial resources and then current cash-flows from operations are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities will result in dilution to our stockholders. The incurrence of indebtedness will result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict our operations or modify our plans to grow the business. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, will limit our ability to expand our business operations and could harm our overall business prospects.

Table of Contents

Significant Accounting Policies

(Please see Note 1. Nature of Operations and Summary of Accounting Policies.)

The Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company'’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Contractual Obligations

As a "“smaller reporting company"” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

~~Item 3 . Quantitative and Qualitative Disclosures About Market Risk.~~ 16

AsTable ~~a "smaller reporting company" as defined by Item 10~~ of ~~Regulation S-K, the Company is not required to provide the information required by this Item.~~ Contents

Item 4 3. ~~Controls~~ Quantitative and ~~Procedures~~Qualitative Disclosures about Market Risk.

~~The~~As ~~Company's management is responsible for establishing and maintaining~~ a ~~system~~“smaller ofreporting ~~disclosure~~company” ~~controls and procedures (~~as defined inby ~~Rule~~Item ~~13a-15(e)~~10 ~~and~~of ~~15d~~Regulation S-~~15(e)~~K, ~~under~~ the ~~Exchange~~Company ~~Act) that~~ is ~~designed~~ tonot ~~ensure that information~~ required to beprovide ~~disclosed by~~ the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required ~~to be disclosed~~ by anthis issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Item

InItem ~~accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of the Company's management~~4. ~~Mark~~ ~~Uren,~~Controls ~~the Company's President, Principal Financial Officer~~ and ~~Secretary, evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this Annual Report~~Procedures. Based on that evaluation, the Company's sole officer concluded that the Company's disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in the Company's reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the Commission's rules and forms.

~~Evaluation~~The Company’s management is responsible for establishing and maintaining a system of ~~Internal~~disclosure ~~Controls~~controls ~~over~~and ~~Financial~~procedures ~~Reporting~~ (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~This~~In ~~report~~accordance ~~does~~with ~~not~~Exchange ~~include~~Act aRules ~~report~~13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of the Company’s management'. Mark Uren, the Company’s ~~assessment~~President, ~~regarding~~Principal ~~internal~~Financial ~~control~~Officer ~~over~~and ~~financial~~Secretary, ~~reporting~~evaluated orthe aneffectiveness ~~attestation~~of ~~report~~the design and operation of the ~~company'~~Company’s ~~registered~~disclosure ~~public~~controls ~~accounting~~and ~~firm due~~procedures toas aof ~~transition~~the end of the period ~~established~~covered by ~~rules~~this ofQuarterly Report. Based on that evaluation, the ~~Securities~~Company’s sole officer concluded that the Company’s disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Exchange ~~Commission~~Act ~~for~~was ~~newly~~recorded, ~~public~~processed, ~~companies~~summarized, and reported within the time periods specified in the Commission’s rules and forms.

Changes in Internal Controls over Financial Reporting

There have been no significant changes to the Company'’s internal controls over financial reporting that occurred during our last fiscal quarter, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.

15 17

Table of Contents

PART II -– OTHER INFORMATION

Item 1 . Legal Proceedings.

There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

Item 1A . Risk Factors.

As a "“smaller reporting company"” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

Item 2 . Unregistered Sales of Equity Securities and Use of Proceeds.

~~None~~On October 31, 2013, the initial owner of the Company transferred his 31,390,000 shares, which constituted 100% of the issued and outstanding shares of common stock of the Company to a new owner, Uren Enterprises, LLC, which is solely owned by Mr. Mark Uren.

~~Item~~On 3 December 31, 2013, the Company issued 8,500,000 shares of common stock in exchange for filing fees of $187, courier fees of $163, and payment made for audit fees of $500.00 by the sole owner, Uren Enterprises, LLC. ~~Defaults~~The ~~Upon~~total ~~Senior~~amount ~~Securities~~was $850.

On March 31, 2014, the Company issued 61,730,000 shares of common stock in exchange for cash of $3500, filing fees of $979, courier fees of $194, and payment made for audit fees of $1500 by the sole owner, Uren Enterprises, LLC. The total amount was $6173.

On June 30, 2014, the Company issued 58,500,000 shares of common stock in exchange for franchise tax of $1654, filing fees of $500, office expenses of $98, travel expenses of $3581 and payment made for domain registration of $17 by the sole owner, Uren Enterprises, LLC. The total amount was $5850.

On September 30, 2014, the Company issued 25,620,000 shares of common stock in exchange for cash of $2,062 and filing fees of $500 by the sole owner, Uren Enterprises, LLC. The total amount was $2,562.

During the period between January 26, 2016 and April 25, 2016, the Company sold a total of 4,324,000 shares of common stock at prices ranging from $0.02 to $0.50 per share to a number of investors pursuant to a private offering.

Such shares listed above were issued pursuant to an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended. These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

Table of Contents

The Company’s Board of Directors has the power to issue any or all of the authorized but unissued Common Stock without stockholder approval. The Company currently has no commitments to issue any shares of its common stock. Existing stockholders of the Company may experience substantial dilution in their shares in the event of a business combination.

The Company has disbursed the proceeds, which were raised from the issuance of stock during the period of the three months ended March 31, 2016, as set forth below:

Expenditures
Purchase of facility/warehouse	$	40,399
Legal Fees		20,000
Property taxes		7,000
Inventory		5,000
Furniture and fixtures		2,779

The balance of the proceeds were used for travel expenses for the promotion and sale of the Company’s “pen cartridges” and future products.

Item 3. Defaults Upon Senior Securities.

The Company currently does not have senior securities

Item 4 . Mine Safety Disclosures.

Not applicable.

Item 5 . Other Information.

None.

~~Item 6 . Exhibits.~~ 19

Exhibits required by Item 601 of Regulation S-K

Exhibit 31.1
Exhibit 32.1
101.INS		XBRL Instance Document
101.SCH		XBRL Schema Document
101.CAL		XBRL Calculation Linkbase Document
101.DEF		XBRL Definition Linkbase Document
101.LAB		XBRL Label Linkbase Document
101.PRE		XBRL Presentation Linkbase Document

Table of Contents

~~SIGNATURE~~ Item 6. Exhibits.

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

			Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period ending	Exhibit	Filing date
3.1	Certificate of Incorporation		10-12G		3.1	9/25/2012
3.2	By-Laws		10-12G		3.2	9/25/2012
31	Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
32	Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X

		MJ PHARMACEUTICALS, INC.
October 16, 2015		By: /s/ Mark Uren
Date		Mark Uren, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer) and Chairman of the Board of Directors

The following documents are filed as part of the report:

17 1. Financial Statements: Balance Sheet, Statement of Operations, Statement of Stockholder’s Equity, Statement of Cash Flows, and Notes to Financial Statements.

Table of Contents

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MJ PHARMACEUTICALS, INC.

Dated: May 23, 2016	By:	/s/ Mark Uren
		Mark Uren, Chief Executive Officer
		and Chairman of the Board of Directors

	By:	/s/ Steven Lebo
		Steven Lebo, Chief Financial Officer

Filing Compare · MJ Pharmaceuticals Inc.